United States securities and exchange commission logo
October 8, 2020
Christian Gormsen
Chief Executive Officer
Eargo, Inc.
1600 Technology Drive, 6th Floor
San Jose, CA 95110
Re: Eargo, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 1,
2020
File No. 333-249075
Dear Mr. Gormsen:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Management's discussion and analysis of financial condition and results
of operations
Critical accounting policies and estimates
Fair value of common stock, page 101
1. In your response to
comment 8 from our December 5, 2019 comment letter you attribute
some of the difference
between your August and September 2020 valuations and the mid-
point of the
preliminary price range to the objective and subjective factors described on
page 101 as well as
your consideration of recent favorable trends in your business and
operating results.
Given the significance of the increase in such a short period of time,
please separately
describe and quantify the impact each significant objective and
subjective factor
contributed to this difference and describe the favorable trends and
operating results
considered that support this increase.
Christian Gormsen
Eargo, Inc.
October 8, 2020
Page 2
2. On page F-61, the disclosure notes that in August 2020, you canceled all
existing option
grants with an exercise price higher than $0.85 per share in exchange for
new option
grants at an exercise price of $0.85 per share. Please disclose the
impact of this
modification (i.e. repricing) on your third quarter financial statements.
3. Please update your disclosure to include valuations performed subsequent
to March 31,
2020.
You may contact Michael Fay at 202-551-3812 or Sasha Parikh at
202-551-3627 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Celeste Murphy at 202-551-3257 with
any other
questions.
Sincerely,
FirstName LastNameChristian Gormsen
Division of
Corporation Finance
Comapany NameEargo, Inc.
Office of Life
Sciences
October 8, 2020 Page 2
cc: Alan C. Mendelson, Esq.
FirstName LastName
