SEC Form S-8 POS filed by Eargo Inc.

As filed with the Securities and Exchange Commission on February 21, 2024

Registration No. 333-249548

Registration No. 333-254357

Registration No. 333-270797

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1 TO:

Form S-8 Registration Statement No. 333-249548

Form S-8 Registration Statement No. 333-254357

Form S-8 Registration Statement No. 333-270797

 

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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2010 Equity Incentive Plan

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full title of the plan)

 

Christy La Pierre

Chief Legal Officer and Secretary

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)

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Copy to:

 

Elizabeth K. Bieber

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

(212) 277-4000

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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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DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment relates to the deregistration of all shares of common stock, par value $0.0001 per share (the “Common Stock”), of Eargo, Inc., a Delaware corporation (the “Company”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):

 

 

 

 

On February 16, 2024, pursuant to the Agreement and Plan of Merger dated as of October 29, 2023 (the “Merger Agreement”), by and among the Company, PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), and PSC Echo Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company surviving such merger as the surviving corporation (the “Merger”).

 

As a result of the Merger and the related transactions contemplated by the Merger Agreement, the Company has terminated any and all offerings of the Company's securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all such securities of the Company registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on February 21, 2024. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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