UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2213, ~~2023~~2024

EARGO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39616	27-3879804	~~001-39616~~	~~27-3879804~~
(State or Other Jurisdictionof Incorporation)			(Commission File Number)	(IRS EmployerIdentification No.)
(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)

2665 North First Street, Suite 300
San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 351-7700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.~~02 Departure~~07. ofSubmission ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Matters ~~Appointment~~to ofa ~~Certain~~Vote ~~Officers; Compensatory Arrangements~~ of ~~Certain~~Security ~~Officers~~Holders.

On ~~December~~February 1913, ~~2023~~2024, ~~Adam Laponis notified~~ Eargo, Inc. (the “~~Eargo~~Company”) orheld a special meeting of its stockholders (the “~~Company~~Special Meeting”) ~~that~~to heconsider ~~will~~certain ~~step~~proposals ~~down~~related to the Agreement and Plan of Merger, dated as ~~Chief~~of ~~Financial~~October ~~Officer~~29, 2023 (as amended from time to time, the “Merger Agreement”), by and ~~depart~~among ~~Eargo~~the onCompany, ~~January~~PSC 5Echo Parent LLC, ~~2024~~a Delaware limited liability company (“Parent”), and PSC Echo Merger Sub Inc. ~~Mr.~~, ~~Laponis~~a ~~has~~Delaware corporation ~~elected~~and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to ~~pursue~~which anMerger ~~opportunity~~Sub ~~outside~~will ofmerge with and into Eargo, with Eargo surviving such merger as the surviving corporation (the “Merger”) and approve the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”).

OnAs ~~December~~of 19January 12, ~~2023~~2024, ~~Eargo~~the ~~appointed~~record ~~Mark~~date ~~Thorpe~~for asthe ~~Chief~~Special ~~Financial~~Meeting ~~Officer,~~(the ~~effective~~“Record ~~January 5~~Date”), ~~2024,~~there towere ~~succeed Mr. Laponis. Mr. Thorpe~~20, 56772,485 shares ~~has~~of ~~served as~~ the Company’s ~~Chief~~Common ~~Accounting~~Stock, ~~Officer~~par ~~and~~value ~~principal~~$0.0001 ~~accounting~~per ~~officer~~share ~~since January 2022 and will continue to serve as~~ (the “Company’s ~~principal~~Common ~~accounting~~Stock” ~~officer~~or in“Shares”) ~~his new role~~outstanding. ~~Prior~~ toAt ~~his~~the Special ~~promotion to Chief Accounting Officer~~Meeting, ~~Mr.~~a ~~Thorpe~~total ~~served as the Company’s Vice President~~ of ~~Finance~~17,544,265 ~~and Corporate Controller since September 2019. Prior to Eargo~~Shares, ~~from~~equivalent ~~August 2018~~ to ~~June 2019~~17, ~~Mr. Thorpe served as the Senior Vice President of Finance and Operations at Bitmovin~~544,265 ~~Inc.~~votes, arepresenting ~~provider~~approximately 84.46% of ~~web-based~~the ~~video~~outstanding ~~infrastructure~~Shares ~~solutions. Prior~~entitled to ~~that~~vote, ~~from~~equivalent ~~October 2014~~ to ~~June~~approximately ~~2018, Mr~~84.46% ~~Thorpe~~of ~~served as~~ the ~~Vice~~voting ~~President,~~power ~~Head~~ of ~~Finance~~the ~~and~~outstanding ~~Administration~~Shares atentitled ~~VeloCloud Networks~~to vote, ~~Inc.~~were ~~(acquired~~present ~~by VMWare, Inc.) a provider of cloud, software and hardware-based SD-WAN services. Mr. Thorpe has also served~~ in ~~various~~person ~~leadership~~(which ~~roles~~includes inpresence ~~accounting~~virtually ~~and finance~~ at ~~ServiceSource,~~the ~~Inc.,~~Special ~~Citrix~~Meeting) ~~Systems,~~or ~~Inc.,~~by ~~and United Parcel Services~~proxy, ~~Inc.,~~constituting ~~and Mr. Thorpe began his professional career with KPMG, LLP. Mr. Thorpe holds dual masters and bachelors degrees in accounting from the University of Florida. He is~~ a ~~Certified~~quorum ~~Public~~to ~~Accountant~~conduct ~~and a member of the American Institute of Certified Public Accountants~~business.

~~There~~At ~~are~~the noSpecial ~~family relationships between Mr. Thorpe and any director~~Meeting, ~~executive officer or person nominated or chosen by~~ the ~~Company~~following toproposals ~~become~~were a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Mr. Thorpe will be appointed as the Company’s Chief Financial Officer. Mr. Thorpe has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.considered:

As(1) ofMerger ~~December~~Agreement ~~20, 2023, the Company has entered into a promotion letter with Mr~~Proposal. ~~Thorpe~~The inproposal ~~connection~~to ~~with~~approve ~~his~~and ~~appointment~~adopt asthe ~~Chief~~Merger ~~Financial~~Agreement ~~Offer. Mr.~~and ~~Thorpe~~the ~~will~~transactions ~~receive~~contemplated ~~an annual base salary of $335~~thereby,~~000~~ ~~and~~including ~~a target annual discretionary cash bonus of 50% of his annual base salary. The other terms of Mr. Thorpe’s employment with~~ the ~~Company will remain unchanged~~Merger.

~~The~~(2) ~~above~~Golden ~~description~~Parachute ofProposal. ~~the~~The ~~material~~non-binding, ~~terms~~advisory ofproposal ~~the~~to ~~promotion~~approve ~~letter~~certain iscompensation ~~qualified~~arrangements infor ~~its~~the ~~entirety~~Company’s bynamed ~~reference~~executive toofficers ~~the~~in ~~full~~connection ~~text~~with of the ~~promotion letter, which is filed as Exhibit 10~~Merger.~~1 to this Current Report on Form 8-K and incorporated by reference herein.~~

(3)

Adjournment Proposal. The proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement Proposal.

For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 16, 2024 (the “Proxy Statement”).

The approval of the Merger Agreement Proposal required the affirmative vote of the holders of at least a majority of the voting power of the Shares present entitled to vote in accordance with the General Corporation Law of the State of Delaware.

The approval of the Golden Parachute Proposal required the affirmative vote of the holders of a majority of the voting power of the Shares present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon.

The approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Shares present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.

For each of the Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, each record holder of Company Common Stock was entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.

All three proposals were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below. Because the Merger Agreement and the transactions contemplated thereby, including the Merger, were approved and adopted by the Company’s Stockholders, no adjournment to solicit additional proxies was necessary.

(1)

Merger Agreement Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:

		For		Against		Abstain
		17,336,454		206,772		1,039

(2)

Golden Parachute Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Golden Parachute Proposal were as follows:

		For		Against		Abstain
		17,317,427		225,246		1,592

(3)

Adjournment Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:

		For		Against		Abstain
		17,281,058		258,171		5,036

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	~~Description~~	Description
10.1	Promotion Letter by and between Eargo, Inc. and Mark Thorpe.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EARGO, INC.	~~EARGO, INC.~~
Date:	December 22, 2023	By:	/s/ William Brownie
Date: February 14, 2024	By:	/s/ William Brownie
			William BrownieInterim Chief Executive Officer andChief Operating Officer
		William Brownie Interim Chief Executive Officer and Chief Operating Officer

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