| As Of | Filing | | Doc. | | Page | | Title | Docs. |
|---|
| | |  |
| 1/16/24 | | DEFM14A | | | | 1 | | A-20 | 4 |
| | | | | | 1 | | A-24 | 4 |
| | | | | | 1 | | A-26 | 4 |
| | | | | | 1 | | A-29 | 4 |
| | | | | | 1 | | A-30 | 4 |
| | | | | | 1 | | A-31 | 4 |
| | | | | | 1 | | A-32 | 4 |
| | | | | | 1 | | A-33 | 4 |
| | | | | | 1 | | A-34 | 4 |
| | | | | | 1 | | A-35 | 4 |
| | | | | | 1 | | A-36 | 4 |
| | | | | | 1 | | A-38 | 4 |
| | | | | | 1 | | A-39 | 4 |
| | | | | | 1 | | A-4 | 4 |
| | | | | | 1 | | A-40 | 4 |
| | | | | | 1 | | A-41 | 4 |
| | | | | | 1 | | A-5 | 4 |
| | | | | | 1 | | A-7 | 4 |
| | | | | | 1 | | A-8 | 4 |
| | | | | | 1 | | Abstentions | 4 |
| | | | | | 1 | | Accounting Treatment | 4 |
| | | | | | 1 | | Acquisition Proposals; Change of Recommendation | 4 |
| 4/24/23 | | DEF 14A | | | | 1 | | Additional Information | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Adjournment of the Special Meeting (The Adjournment Proposal -- Proposal 3) | 4 |
| | | | | | 1 | | Adjournments and Postponements | 4 |
| | | | | | 1 | | Adjustments to Prevent Dilution | 4 |
| | | | | | 1 | | Amendment and Waiver | 4 |
| | | | | | 1 | | Annex E | 3 |
| | | | | | 1 | | Annex F | 3 |
| | | | | | 1 | | Anticipated Date of Completion of the Merger | 4 |
| | | | | | 1 | | Appraisal Rights | 4 |
| | | | | | 1 | | Appraisal Shares | 4 |
| | | | | | 1 | | Article 1 the Merger; Closing; Effective Time | 4 |
| | | | | | 1 | | Article 2 Certificate of Incorporation and Bylaws of the Surviving Corporation | 4 |
| | | | | | 1 | | Article 3 Directors and Officers of the Surviving Corporation | 4 |
| | | | | | 1 | | Article 4 Effect of the Merger on Capital Stock; Exchange of Share Certificates | 4 |
| | | | | | 1 | | Article 5 Representations and Warranties | 4 |
| | | | | | 1 | | Article 6 Covenants | 4 |
| | | | | | 1 | | Article 7 Conditions | 4 |
| | | | | | 1 | | Article 8 Termination | 4 |
| | | | | | 1 | | Article 9 Miscellaneous and General | 4 |
| | | | | | 1 | | Background of the Merger | 4 |
| | | | | | 1 | | Book Value per Share | 4 |
| | | | | | 1 | | Business | 3 |
| | | | | | 1 | | Bylaws of the Surviving Corporation | 4 |
| | | | | | 1 | | Cautionary Statement Concerning Forward-Looking Information | 4 |
| | | | | | 1 | | Certain Contracts | 4 |
| | | | | | 1 | | Certain Effects of the Merger | 4 |
| | | | | | 1 | | Certain Effects on Eargo if the Merger is Not Completed | 4 |
| | | | | | 1 | | Certain Financial and Other Information about Eargo | 3 |
| 4/24/23 | | DEF 14A | | | | 1 | | Certain Relationships and Related Person Transactions | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Certain Relationships and Related Transactions, and Director Independence | 3 |
| | | | | | 1 | | Certain Transactions in the Shares of Company Common Stock | 4 |
| | | | | | 1 | | Certain Unaudited Prospective Financial Information | 4 |
| | | | | | 1 | | Certificate of Incorporation of the Surviving Corporation | 4 |
| | | | | | 1 | | Certificate of Incorporation; Bylaws | 4 |
| | | | | | 1 | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 3 |
| | | | | | 1 | | Closing | 4 |
| | | | | | 1 | | Company Stockholder Approval | 4 |
| | | | | | 1 | | Company Stockholder Meeting | 4 |
| | | | | | 1 | | Company, The | 4 |
| | | | | | 1 | | Condensed Consolidated Balance Sheets (Unaudited) | 6 |
| | | | | | 1 | | Condensed Consolidated Financial Statements (Unaudited) | 5 |
| | | | | | 1 | | Condensed Consolidated Statements of Cash Flows (Unaudited) | 6 |
| | | | | | 1 | | Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | 6 |
| | | | | | 1 | | Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | 6 |
| | | | | | 1 | | Conditions to Consummation of the Merger | 4 |
| | | | | | 1 | | Conditions to Each Party's Obligation to Effect the Merger | 4 |
| | | | | | 1 | | Conditions to Obligation of the Company | 4 |
| | | | | | 1 | | Conditions to Obligations of Parent and Merger Sub | 4 |
| | | | | | 1 | | Conduct of Business by the Company Prior to Consummation of the Merger | 4 |
| | | | | | 1 | | Consideration to be Received in the Merger | 4 |
| | | | | | 1 | | Consolidated Balance Sheets | 3 |
| | | | | | 1 | | Consolidated Statements of Cash Flows | 3 |
| | | | | | 1 | | Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity | 3 |
| | | | | | 1 | | Consolidated Statements of Operations and Comprehensive Loss | 3 |
| | | | | | 1 | | Consummation and Effectiveness of the Merger | 4 |
| | | | | | 1 | | Controls and Procedures | 6 |
| 4/24/23 | | DEF 14A | | | | 1 | | Corporate Governance | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Counterparts | 4 |
| | | | | | 1 | | Date, Time and Place | 4 |
| | | | | | 1 | | Defaults Upon Senior Securities | 6 |
| | | | | | 1 | | Defined Terms | 4 |
| | | | | | 1 | | Definitions | 4 |
| | | | | | 1 | | Delisting and Deregistration of Common Stock | 4 |
| 4/24/23 | | DEF 14A | | | | 1 | | Director Compensation | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Directors and Executive Officers of Eargo | 4 |
| | | | | | 1 | | Directors of the Surviving Corporation | 4 |
| | | | | | 1 | | Directors, Executive Officers and Controlling Persons | 4 |
| | | | | | 1 | | Directors, Executive Officers and Corporate Governance | 3 |
| | | | | | 1 | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 3 |
| | | | | | 1 | | Effect of Breach of Designated Persons | 4 |
| | | | | | 1 | | Effect of Termination and Abandonment | 4 |
| | | | | | 1 | | Effect on Capital Stock | 4 |
| | | | | | 1 | | Effective Time | 4 |
| | | | | | 1 | | Effective Time of the Merger | 4 |
| | | | | | 1 | | Efforts; Cooperation; Regulatory Matters | 4 |
| | | | | | 1 | | Employee Benefits | 4 |
| | | | | | 1 | | Entire Agreement | 4 |
| | | | | | 1 | | Exchange of Share Certificates | 4 |
| | | | | | 1 | | Executive Compensation | 4 |
| | | | | | 1 | | Exercise of Discretion | 4 |
| | | | | | 1 | | Exhibits | 6 |
| | | | | | 1 | | Exhibits, Financial Statement Schedules | 3 |
| | | | | | 1 | | Expenses | 4 |
| | | | | | 1 | | Fees and Expenses | 4 |
| | | | | | 1 | | Financial Information | 6 |
| 5/11/23 | | 10-Q | | | | 1 | | Financial Statements | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Financial Statements and Supplementary Data | 3 |
| | | | | | 1 | | Financing of the Merger | 4 |
| | | | | | 1 | | Form 10-K Summary | 3 |
| | | | | | 1 | | Form of Merger | 4 |
| | | | | | 1 | | General | 4 |
| | | | | | 1 | | Governing Law | 4 |
| | | | | | 1 | | Governing Law and Venue; Waiver of Jury Trial; Specific Performance | 4 |
| | | | | | 1 | | How to Vote | 4 |
| | | | | | 1 | | Indemnification | 4 |
| | | | | | 1 | | Indemnification and Insurance | 4 |
| | | | | | 1 | | Information | 4 |
| 4/24/23 | | DEF 14A | | | | 1 | | Information About Stock Ownership | 1 |
| | | | | | 1 | | Information About the Proxy Process and Voting | 1 |
| | | | | | 1 | | Information Regarding Executive Officers | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Intent of the Directors and Executive Officers to Vote in Favor of the Merger | 4 |
| | | | | | 1 | | Intent of the PSC Stockholder to Vote in Favor of the Merger | 4 |
| | | | | | 1 | | Interests of Executive Officers and Directors of Eargo in the Merger | 4 |
| | | | | | 1 | | Interim Operations | 4 |
| | | | | | 1 | | Interpretation; Construction | 4 |
| | | | | | 1 | | Jurisdiction; Specific Performance | 4 |
| | | | | | 1 | | Legal Proceedings | 6 |
| | | | | | 1 | | Limited Guarantee | 4 |
| | | | | | 1 | | Litigation Relating to the Merger | 4 |
| | | | | | 1 | | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| | | | | | 1 | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 3 |
| | | | | | 1 | | Market Price of Shares of Company Common Stock and Dividends | 4 |
| | | | | | 1 | | Material U.S. Federal Income Tax Consequences of the Merger | 4 |
| | | | | | 1 | | Merger Agreement, The | 4 |
| | | | | | 1 | | Merger, The | 4 |
| | | | | | 1 | | Merger-Related Executive Compensation Arrangements (The Golden Parachute Proposal -- Proposal 2) | 4 |
| | | | | | 1 | | Mine Safety Disclosures | 6 |
| | | | | | 1 | | Modification or Amendment | 4 |
| | | | | | 1 | | Necessary Further Actions | 4 |
| | | | | | 1 | | No Recourse | 4 |
| | | | | | 1 | | No Solicitation; Superior Proposal and Change of Recommendation | 4 |
| | | | | | 1 | | No Third-Party Beneficiaries | 4 |
| | | | | | 1 | | Notes to Consolidated Financial Statements | 3 |
| 5/11/23 | | 10-Q | | | | 1 | | Notes to Unaudited Condensed Consolidated Financial Statements | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Notes to Unaudited Condensed Consolidated Financial Statements (Unaudited) | 5 |
| | | | | | 1 | | Notices | 4 |
| | | | | | 1 | | Obligations of Parent | 4 |
| | | | | | 1 | | Obligations of Parent and of the Company | 4 |
| | | | | | 1 | | Officers of the Surviving Corporation | 4 |
| | | | | | 1 | | Opinion of the Special Committee's Financial Advisor | 4 |
| | | | | | 1 | | Other Actions by the Company | 4 |
| | | | | | 1 | | Other Covenants and Agreements | 4 |
| | | | | | 1 | | Other Important Information Regarding Eargo | 4 |
| | | | | | 1 | | Other Important Information Regarding the Parent Entities | 4 |
| | | | | | 1 | | Other Information | 6 |
| | | | | | 1 | | Parent Entities, The | 4 |
| | | | | | 1 | | Part I | 3 |
| | | | | | 1 | | Part Ii | 3 |
| | | | | | 1 | | Part Iii | 3 |
| | | | | | 1 | | Part Iv | 3 |
| | | | | | 1 | | Parties to the Merger | 4 |
| | | | | | 1 | | Payment of Merger Consideration | 4 |
| | | | | | 1 | | Plans for the Company After the Merger | 4 |
| | | | | | 1 | | Position of the Parent Entities as to the Fairness of the Merger | 4 |
| | | | | | 1 | | Principal Accountant Fees and Services | 3 |
| | | | | | 1 | | Prior Public Offerings | 4 |
| | | | | | 1 | | Procedures for Receiving Merger Consideration | 4 |
| | | | | | 1 | | Properties | 3 |
| | | | | | 1 | | Proposal 1) | 4 |
| | | | | | 1 | | Proposal 2) | 4 |
| | | | | | 1 | | Proposal 3) | 4 |
| 4/24/23 | | DEF 14A | | | | 1 | | Proposal No. 1 Election of Directors | 1 |
| | | | | | 1 | | Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 1 |
| | | | | | 1 | | Proposal No. 3 Approval, on An Advisory, Non-Binding Basis, of the Compensation of Our Named Executive Officers | 1 |
| | | | | | 1 | | Proposal No. 4 Amendment to the Eargo, Inc. 2020 Incentive Award Plan | 1 |
| 1/16/24 | | DEFM14A | | | | 1 | | Proposal, The | 4 |
| | | | | | 1 | | Provisions for Unaffiliated Stockholders | 3 |
| | | | | | 1 | | Proxies and Revocation | 4 |
| | | | | | 1 | | Proxy Statement, Schedule 13e-3 and Other Required SEC Filings; Company Stockholder Meeting | 4 |
| | | | | | 1 | | Publicity | 4 |
| | | | | | 1 | | Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger | 4 |
| | | | | | 1 | | Purpose and Reasons of the Parent Entities for the Merger | 4 |
| | | | | | 1 | | Purpose of the Special Meeting | 4 |
| | | | | | 1 | | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| | | | | | 1 | | Questions | 4 |
| | | | | | 1 | | Questions and Answers About the Proposals and the Special Meeting | 4 |
| | | | | | 1 | | Recommendation of Eargo Board | 4 |
| | | | | | 1 | | Record Date and Quorum | 4 |
| | | | | | 1 | | Regulatory Approvals | 4 |
| | | | | | 1 | | Regulatory Filings; Efforts | 4 |
| | | | | | 1 | | Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | 3 |
| | | | | | 1 | | Representations and Warranties | 4 |
| | | | | | 1 | | Representations and Warranties of Parent and Merger Sub | 4 |
| | | | | | 1 | | Representations and Warranties of the Company | 4 |
| | | | | | 1 | | Requirements for Stockholder Nominations for Eargo Board Directors | 4 |
| | | | | | 1 | | Requirements for Stockholder Proposals to be Brought before the Annual Meeting | 4 |
| | | | | | 1 | | Requirements for Stockholder Proposals to be Considered for Inclusion in Eargo's Proxy Materials | 4 |
| | | | | | 1 | | Reserved | 4 |
| | | | | | 1 | | Risk Factors | 6 |
| | | | | | 1 | | Section 1.01 | 4 |
| | | | | | 1 | | Section 1.02 | 4 |
| | | | | | 1 | | Section 1.03 | 4 |
| | | | | | 1 | | Section 2.01 | 4 |
| | | | | | 1 | | Section 2.02 | 4 |
| | | | | | 1 | | Section 3.01 | 4 |
| | | | | | 1 | | Section 3.02 | 4 |
| | | | | | 1 | | Section 4.01 | 4 |
| | | | | | 1 | | Section 4.02 | 4 |
| | | | | | 1 | | Section 4.03 | 4 |
| | | | | | 1 | | Section 4.04 | 4 |
| | | | | | 1 | | Section 5.01 | 4 |
| | | | | | 1 | | Section 5.02 | 4 |
| | | | | | 1 | | Section 6.01 | 4 |
| | | | | | 1 | | Section 6.02 | 4 |
| | | | | | 1 | | Section 6.03 | 4 |
| | | | | | 1 | | Section 6.04 | 4 |
| | | | | | 1 | | Section 6.05 | 4 |
| | | | | | 1 | | Section 6.06 | 4 |
| | | | | | 1 | | Section 6.07 | 4 |
| | | | | | 1 | | Section 6.08 | 4 |
| | | | | | 1 | | Section 6.09 | 4 |
| | | | | | 1 | | Section 6.10 | 4 |
| | | | | | 1 | | Section 6.11 | 4 |
| | | | | | 1 | | Section 6.12 | 4 |
| | | | | | 1 | | Section 6.13 | 4 |
| | | | | | 1 | | Section 6.14 | 4 |
| | | | | | 1 | | Section 6.15 | 4 |
| | | | | | 1 | | Section 6.16 | 4 |
| | | | | | 1 | | Section 6.17 | 4 |
| | | | | | 1 | | Section 6.18 | 4 |
| | | | | | 1 | | Section 7.01 | 4 |
| | | | | | 1 | | Section 7.02 | 4 |
| | | | | | 1 | | Section 7.03 | 4 |
| | | | | | 1 | | Section 8.01 | 4 |
| | | | | | 1 | | Section 8.02 | 4 |
| | | | | | 1 | | Section 9.01 | 4 |
| | | | | | 1 | | Section 9.02 | 4 |
| | | | | | 1 | | Section 9.03 | 4 |
| | | | | | 1 | | Section 9.04 | 4 |
| | | | | | 1 | | Section 9.05 | 4 |
| | | | | | 1 | | Section 9.06 | 4 |
| | | | | | 1 | | Section 9.07 | 4 |
| | | | | | 1 | | Section 9.08 | 4 |
| | | | | | 1 | | Section 9.09 | 4 |
| | | | | | 1 | | Section 9.10 | 4 |
| | | | | | 1 | | Section 9.11 | 4 |
| | | | | | 1 | | Section 9.12 | 4 |
| | | | | | 1 | | Section 9.13 | 4 |
| | | | | | 1 | | Section 9.14 | 4 |
| | | | | | 1 | | Section 9.15 | 4 |
| | | | | | 1 | | Section 9.16 | 4 |
| | | | | | 1 | | Section 9.17 | 4 |
| | | | | | 1 | | Section 9.18 | 4 |
| | | | | | 1 | | Security Ownership of Certain Beneficial Owners and Management | 4 |
| | | | | | 1 | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 3 |
| | | | | | 1 | | Severability | 4 |
| | | | | | 1 | | Signatures | 6 |
| | | | | | 1 | | Solicitation of Proxies; Payment of Solicitation Expenses | 4 |
| | | | | | 1 | | Special Committee | 4 |
| | | | | | 1 | | Special Factors | 4 |
| | | | | | 1 | | Special Meeting, The | 4 |
| | | | | | 1 | | Special Note Regarding Forward-Looking Statements | 6 |
| | | | | | 1 | | Stock Exchange Delisting | 4 |
| | | | | | 1 | | Stockholder Litigation | 4 |
| | | | | | 1 | | Stockholder Proposals and Nominations | 4 |
| | | | | | 1 | | Successors and Assigns | 4 |
| | | | | | 1 | | Summary Term Sheet | 4 |
| | | | | | 1 | | Survival | 4 |
| | | | | | 1 | | Table of Contents | 5 |
| | | | | | 1 | | Technical Support | 4 |
| | | | | | 1 | | Termination | 4 |
| | | | | | 1 | | Termination Fees and Expenses | 4 |
| | | | | | 1 | | Termination of the Merger Agreement | 4 |
| | | | | | 1 | | The Company | 4 |
| | | | | | 1 | | The Merger | 4 |
| | | | | | 1 | | The Merger (The Merger Agreement Proposal -- Proposal 1) | 4 |
| | | | | | 1 | | The Merger Agreement | 4 |
| | | | | | 1 | | The Parent Entities | 4 |
| | | | | | 1 | | The Proposal | 4 |
| | | | | | 1 | | The Special Meeting | 4 |
| | | | | | 1 | | Transfer Taxes | 4 |
| | | | | | 1 | | Treatment of Company Equity Awards | 4 |
| | | | | | 1 | | Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| | | | | | 1 | | Unresolved Staff Comments | 3 |
| | | | | | 1 | | Vote Recommendation | 4 |
| | | | | | 1 | | Vote Required | 4 |
| | | | | | 1 | | Voting | 4 |
| | | | | | 1 | | Voting and Support Agreement | 4 |
| | | | | | 1 | | Voting Intentions of Eargo's Directors and Executive Officers | 4 |
| | | | | | 1 | | Waiver | 4 |
| | | | | | 1 | | Where You Can Find More Information | 4 |
| | | | | | 1 | | 100 | 3 |
| | | | | | 1 | | 102 | 3 |
| | | | | | 1 | | 125 | 3 |
