Delaware
|
001-39616
|
27-3879804
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
2665 North First Street, Suite 300
San Jose, California
|
95134
|
|
(Address of principal executive offices)
|
(Zip Code)
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered:
|
||
Common Stock, $0.0001 par value per share
|
EAR
|
The Nasdaq Stock Market LLC
|
Item 5.03 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Item 5.07. |
Submission of Matters to a Vote of Security Holders.
|
1. |
The election of the director nominee to serve as a Class II director for a three-year term to expire at the 2025 annual meeting of stockholders or until his successor is duly elected. The following Class II director was elected by the votes indicated.
|
For
|
Withheld
|
Broker Non-Votes
|
|||
A. Brooke Seawell
|
23,204,323
|
2,004,566
|
6,277,644
|
2. |
The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The
selection was ratified by the votes indicated.
|
For
|
Against
|
Abstain
|
||
30,759,064
|
514,798
|
212,671
|
3. |
The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers (“NEOs”). “One year”
was approved as the frequency of future advisory votes on NEO compensation by the votes indicated.
|
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker Non-Votes
|
||||
24,136,540
|
176,725
|
614,875
|
280,749
|
6,277,644
|
4. |
The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-5 to 1-for-50,
such ratio to be determined by the Board of Directors and included in a public announcement. The amendment was adopted as the number of votes “FOR” represented a majority of the shares of our common stock
outstanding as of the Record Date.
|
For
|
Against
|
Abstain
|
||
29,680,740
|
1,690,552
|
115,241
|
5. |
The adoption of the Share Increase Amendment. The Share Increase Amendment was adopted as the number of votes “FOR” represented a majority of the shares of our common stock
outstanding as of the Record Date.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
23,723,677
|
1,444,064
|
41,148
|
6,277,644
|
6. |
The approval, for purposes of complying with Nasdaq Listing Rule 5635, of the issuance of shares of our common stock issuable upon conversion of the senior secured convertible notes issued, or issuable,
pursuant to the Note Purchase Agreement, dated June 24, 2022, by and among the Company, PSC Echo, LP and Drivetrain Agency Services, LLC, as administrative agent and collateral agent. The issuance was
approved by the votes indicated.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
23,985,858
|
1,154,575
|
68,456
|
6,277,644
|
Item 7.01 |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
Share Increase Amendment.
|
||
Press release dated October 13, 2022.
|
||
104
|
Cover Page Interactive Data File (embedded within the inline XBRL document).
|
Date: October 13, 2022
|
EARGO, INC.
|
|
By:
|
/s/ Adam Laponis
|
|
Adam Laponis
|
||
Chief Financial Officer
|
(a) |
The name of the Corporation is Eargo, Inc. and the date on which the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware was
November 12, 2010 (as subsequently amended and restated, the “Amended and Restated Certificate of Incorporation”).
|
(b) |
This Certificate of Amendment to Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
|
(c) |
This Certificate of Amendment to Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, as follows:
|
(i) |
Section 1 of Article IV of the Amended and Restated Certificate of Incorporation is hereby replaced in its entirety with the following:
|
EARGO, INC.
|
||||
By:
|
/s/ Christy La Pierre
|
|||
Name:
|
Christy La Pierre
|
|||
Title:
|
Chief Legal Officer and Secretary
|
• |
Record Date established as October 24, 2022
|
• |
To be a stockholder of record, investors are advised to own EAR stock by 4:00 p.m. Eastern Time on Thursday, October 20, 2022 to account for T (trade) +2
settlement timing
|