As filed with the Securities and Exchange Commission on March 23, 2023

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

 

UNDER

THE SECURITIES ACT OF 1933

 

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Eargo, Inc.

(Exact name of registrant as specified in its charter)

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2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

Christy La Pierre

Chief Legal Officer

Eargo, Inc.

2665 North First Street, Suite 300

San Jose, California 95134

(Name and address of agent for service)

(650) 351-7700

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Kathleen M. Wells, Esq.

David A. Zaheer, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,776,281 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form  S-8 (File Nos. 333-249548 and 333-254357) are effective: (i) the 2020 Incentive Award Plan, (a) as a result of the operation of an automatic annual increase provision therein, which added 98,267 shares of common stock on January 1, 2022 and 1,036,346 shares of common stock on January 1, 2023, and (b) pursuant to an additional increase in the number of shares of common stock reserved for issuance thereunder approved by the Board of Directors of the Registrant but subject to the requisite approval of stockholders of the Registrant, which the Registrant intends to seek at its annual meeting of stockholders to be held in 2023, which added 2,414,745 shares of common stock, and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 19,654 shares of common stock on January 1, 2022 and 207,269 shares of common stock on January 1, 2023.

 

On January 17, 2023, the Registrant effected a reverse stock split of its common stock at a ratio of 1-for-20. The information in the foregoing paragraph gives effect to the 1-for-20 reverse stock split.

 

INCORPORATION BY REFERENCE OF

CONTENTS OF REGISTRATION STATEMENT ON FORM S‑8

 

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 19, 2020 (File No. 333-249548) and March 16, 2021 (File No. 333‑254357) are incorporated by reference herein.

 

Item 8.

Exhibits.

 

EXHIBIT INDEX

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on March 23, 2023.

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Christian Gormsen, Adam Laponis and Christy La Pierre, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

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