8-K

 

 

UNITED 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): November 19, 2020

 

 

EARGO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39616   27-3879804

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

1600 Technology Drive, 6th Floor

San Jose, California 95110

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 351-7700

 

 

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

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   EAR   The Nasdaq Global Select Market

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 2.02

Results of Operations and Financial Condition.

On November 19, 2020, Eargo, Inc. (“Eargo”) announced certain financial results for the third quarter ended September 30, 2020. A copy of Eargo’s press release, titled “Eargo Reports Third Quarter 2020 Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 hereto.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release, dated November 19, 2020, titled “Eargo Reports Third Quarter 2020 Financial Results”

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Eargo, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.


SIGNATURES

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

 

    EARGO, INC.
Date: November 20, 2020     By:   /s/ Adam Laponis
      Adam Laponis
      Chief Financial Officer
EX-99.1

Exhibit 99.1

 

LOGO

Eargo Reports Third Quarter 2020 Financial Results

Third Quarter and Recent Highlights:

 

   

Net revenues of $18.2 million, up 135.3% year-over-year

 

   

Gross systems shipped of 10,077, up 91.7% year-over-year

 

   

Return accrual rate of 25.2%, a 10.1 percentage point improvement year-over-year

 

   

Gross margin of 70.1%, up 16.5 percentage points year-over-year

 

   

Sales and marketing expense as a percent of net revenues of 67.9%, a 52.3 percentage point improvement year-over-year

 

   

Loss from operations of ($7.6) million, compared to ($12.0) million in the third quarter of 2019

 

   

Completed initial public offering of 9,029,629 shares of common stock on October 20, 2020, raising approximately $148 million in net proceeds

SAN JOSE, CA. November 19, 2020 – Eargo, Inc. (Nasdaq: EAR), a medical device company on a mission to improve the quality of life of people with hearing loss, today reported its financial results for the third quarter ended September 30, 2020.

Christian Gormsen, President and CEO, said, “By all financial and operational measures, our performance in the third quarter of 2020 was very strong. Most importantly, we are helping more people hear better by offering both a revolutionary product and customer experience. Consumers continued to rapidly adopt our virtually invisible, rechargeable, completely-in-canal solution for hearing loss and our differentiated telecare model, which provides education, purchase and clinical support from the comfort and safety of home.”

“During the third quarter, we executed our strategy of efficient revenue growth through multi-channel marketing targeted at a diverse mix of consumers across cash pay, insurance and repeat customers. We expanded our national TV advertising, which built increased consumer awareness of Eargo while complementing our digital marketing to drive 91.7% year over year growth in gross systems shipped while leveraging sales and marketing spend. In addition, we delivered an improved customer return accrual rate and gross margin of 70.1%, all of which contributed to the continued scalability of our business.”

“We were also pleased to see hearing aid volumes sold through traditional brick and mortar clinics return to year-over-year growth in the third quarter, but even more pleased to see continued acceleration in our year-over-year gross systems shipped growth even as the clinics’ operations began to recover. We expect strong demand for Eargo as we head into the fourth quarter and holiday buying season, driving our expectation of approximately 97% full year 2020 net revenue growth. With approximately 43 million adults in the U.S. with hearing loss but only approximately 27% owning hearing aids, we believe we have barely scratched the surface of this large and underpenetrated market,” concluded Mr. Gormsen.


According to data collected by the Hearing Industries Association (HIA), private/commercial sector hearing aid unit sales in the third quarter of 2020 increased by 0.5% year-over-year, following 58.6% year-over-year decline in the second quarter of 2020. Despite the improvement in traditional clinic-based distribution, Eargo saw expanded awareness and continued consumer adoption of its telecare model, which eliminates the need for cumbersome visits to the clinic by offering an easy-to-use purchasing interface and convenient access to a highly trained clinical support team consisting of licensed hearing professionals.

Third Quarter 2020 Financial Results

Net revenue was $18.2 million for the third quarter of 2020, compared to $7.7 million in the third quarter of 2019. The increase was driven by an increase in consumer adoption of the Eargo hearing aid system and a decrease in sales return accrual rate.

Gross profit for the third quarter of 2020 was $12.8 million compared to $4.2 million for the third quarter of 2019. Gross margin increased to 70.1% for the third quarter of 2020, compared with 53.6% for the third quarter of 2019. The increase was primarily due to higher average selling prices, driven by the shift in mix to our latest product innovation, Neo HiFi, and a decrease in sales returns as a percentage of gross systems shipped.

Total operating expenses were $20.4 million or 112.1% of net revenues, for the third quarter of 2020, compared with $16.2 million or 209.5% of net revenues, for the third quarter of 2019. The increase was primarily due to higher sales and marketing investments, personnel investments to scale the organization for continued growth, and expenses related to being a public company.

Sales and marketing expenses were $12.4 million or 67.9% of net revenues, for the third quarter of 2020, compared with $9.3 million or 120.2% of net revenues, for the third quarter of 2019.

Research and development expenses were $2.9 million or 15.8% of net revenues, for the third quarter of 2020, compared with $3.2 million or 41.6% of net revenues, for the third quarter of 2019.

General and administrative expenses were $5.2 million or 28.4% of net revenues for the third quarter of 2020, compared with $3.7 million or 47.6% of net revenues, for the third quarter of 2019.

Total stock-based compensation expenses were $1.4 million for the third quarter of 2020, compared with $0.5 million for the third quarter of 2019.

Loss from operations was ($7.6) million for the third quarter of 2020 compared with ($12.0) million for the third quarter of 2019.

Cash and cash equivalents were $70.2 million as of September 30, 2020, compared to $25.3 million as of September 30, 2019.


Initial Public Offering

Eargo closed its initial public offering of 9,029,629 shares of its common stock at a public offering price of $18.00 per share, which included 1,177,777 shares of common stock issued upon the exercise in full by the underwriters of their option to purchase additional shares, for total net proceeds from the offering of approximately $148 million. All of the shares of common stock were offered by Eargo. Eargo’s common stock began trading on The Nasdaq Global Select Market on October 16, 2020, under the ticker symbol “EAR.”

Full Year 2020 Financial Guidance

Eargo expects revenue for the full year 2020 of approximately $64.5 million, which represents approximately 97% growth over the company’s prior year revenue.

Conference Call and Web Cast Information

Eargo will host a conference call to discuss the third quarter financial results after market close on Thursday, November 19, 2020 at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time. The conference call can be accessed live over the phone (833) 649-1234 for U.S. callers or (914) 987-7293 for international callers, using conference ID: 2826509. The live webinar can be accessed at ir.eargo.com.

About Eargo

Eargo is a medical device company dedicated to improving the quality of life of people with hearing loss. Our innovative product and go-to-market approach address the major challenges of traditional hearing aid adoption, including social stigma, accessibility and cost. We believe our Eargo hearing aids are the first and only virtually invisible, rechargeable, completely-in-canal, FDA regulated, exempt Class I device for the treatment of hearing loss. Our differentiated, consumer-first solution empowers consumers to take control of their hearing. Consumers can purchase online or over the phone and get personalized and convenient consultation and support from licensed hearing professionals via phone, text, email or video chat. The Eargo solution is offered to consumers at approximately half the cost of competing hearing aids purchased through traditional channels in the United States.

The company’s 4th generation product, the Eargo Neo HiFi, was launched in January and features improved capabilities across audio fidelity and bandwidth. The Eargo Neo HiFi is available for purchase here.

Related Links

http://eargo.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. All statements other than statements


of historical fact contained in this press release are forward-looking statements. These forward-looking statements include, but are not limited to, statements about: our 2020 revenue guidance; consumer adoption of our hearing loss solution and telecare model; the continued scalability of our business; expectations regarding strong demand for Eargo during the fourth quarter and holiday buying season; and the size of the hearing loss market and our ability to penetrate the market. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: our expectations concerning additional orders by existing customers; our expectations regarding the potential market size and size of the potential consumer populations for our products and any future products, including our ability to increase insurance coverage of Eargo hearing aids; our ability to release new hearing aids and the anticipated features of any such hearing aids; developments and projections relating to our competitors and our industry, including competing products; our ability to maintain our competitive technological advantages against new entrants in our industry; the pricing of our hearing aids; our expectations regarding the ability to make certain claims related to the performance of our hearing aids relative to competitive products; our expectations with regard to changes in the regulatory landscape for hearing aid devices, including the implementation of the pending over-the-counter hearing aid pathway regulatory framework; and our estimates regarding the COVID-19 pandemic, including but not limited to, its duration and its impact on our business and results of operations. These and other risks are described in greater detail under the section titled “Risk Factors” contained in Eargo’s prospectus filed with the Securities and Exchange Commission (SEC) on October 19, 2020 pursuant to Rule 424(b) under the Securities Act and the company’s other filings with the SEC. Any forward-looking statements in this press release are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, the company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact

Nick Laudico

Vice President of Investor Relations

ir@eargo.com

Media Contact

Brad Sheets

eargo@edelman.com


Eargo, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share amounts)

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2020     2019     2020     2019  

Revenue, net

   $ 18,186     $ 7,730     $ 46,776     $ 22,175  

Cost of revenue

     5,434       3,583       15,295       11,033  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     12,752       4,147       31,481       11,142  

Operating expenses:

        

Research and development

     2,871       3,219       7,888       8,781  

Sales and marketing

     12,354       9,290       34,041       24,698  

General and administrative

     5,163       3,683       14,498       8,781  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     20,388       16,192       56,427       42,260  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (7,636     (12,045     (24,946     (31,118

Other income (expense), net:

        

Interest income

     3       136       26       555  

Interest expense

     (279     (218     (1,422     (492

Other income (expense), net

     (187     (30     (87     (84

Loss on extinguishment of debt

     (1,627     —         (1,627     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

     (2,090     (112     (3,110     (21
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (9,726     (12,157     (28,056     (31,139

Income tax provision

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss and comprehensive loss

   $ (9,726   $ (12,157   $ (28,056   $ (31,139
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders, basic and diluted

   $ —       $ (12,157   $ (18,216   $ (31,139
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share attributable to common stockholders, basic and diluted

   $ —       $ (46.26   $ (57.73   $ (122.74
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted

     398,895       262,785       315,546       253,701  
  

 

 

   

 

 

   

 

 

   

 

 

 


Eargo, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

 

     September 30,
2020
    December 31,
2019
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

     70,224       13,384  

Accounts receivable, net

     2,576       2,051  

Inventories

     3,289       2,880  

Prepaid expenses and other current assets

     1,379       1,598  
  

 

 

   

 

 

 

Total current assets

     77,468       19,913  

Operating lease right-of-use assets

     1,369       —    

Property and equipment, net

     6,946       5,400  

Other assets

     2,304       1,992  
  

 

 

   

 

 

 

Total assets

   $ 88,087     $ 27,305  
  

 

 

   

 

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable

   $ 6,658     $ 5,428  

Accrued expenses

     10,809       9,939  

Long-term debt, current portion

     —         4,800  

Other current liabilities

     2,079       1,717  

Deferred revenue, current

     441       406  

Lease liability, current portion

     1,097       —    
  

 

 

   

 

 

 

Total current liabilities

     21,084       22,290  

Lease liability, noncurrent portion

     412       —    

Deferred revenue, noncurrent portion

     17       269  

Long-term debt, noncurrent portion

     14,502       7,446  

Convertible preferred stock warrant liability

     544       396  

Other liabilities

     —         127  
  

 

 

   

 

 

 

Total liabilities

     36,559       30,528  
  

 

 

   

 

 

 

Commitments and contingencies (Note 5)

    

Convertible preferred stock, $0.0001 par value; 73,108,323 and 36,269,166 shares authorized as of September 30, 2020 and December 31, 2019, respectively; 24,229,281 and 11,825,812 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

     223,125       152,880  

Stockholders’ deficit:

    

Common stock; $0.0001 par value; 110,000,000 and 55,190,000 shares authorized as of September 30, 2020 and December 31, 2019, respectively; 534,599 and 265,943 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively

     —         —    

Additional paid in capital

     15,662       3,100  

Accumulated deficit

     (187,259     (159,203
  

 

 

   

 

 

 

Total stockholders’ deficit

     (171,597     (156,103
  

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ deficit

   $ 88,087     $ 27,305  
  

 

 

   

 

 

 


Eargo, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

 

     Nine months ended September 30,  
     2020     2019  

Operating activities:

    

Net loss

   $ (28,056   $ (31,139

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     1,805       1,011  

Stock-based compensation

     2,363       997  

Non-cash interest expense and amortization of debt discount

     1,178       200  

Non-cash operating lease expense

     838       —    

Bad debt expense

     2,135       44  

Loss on extinguishment of debt

     1,627       —    

Change in fair value of warrant liability

     (122     84  

Change in fair value of derivative liability

     206       —    

Changes in operating assets and liabilities:

    

Accounts receivable

     (2,660     (113

Inventories

     (409     (1,110

Prepaid expenses and other current assets

     219       (199

Other assets

     963       (311

Accounts payable

     579       (585

Accrued expenses

     147       1,750  

Other current liabilities

     362       (172

Deferred revenue

     (217     409  

Operating lease liabilities

     (883     —    

Other liabilities

     (127     (59
  

 

 

   

 

 

 

Net cash used in operating activities

     (20,052     (29,193
  

 

 

   

 

 

 

Investing activities:

    

Purchases of property and equipment

     (844     (1,616

Capitalized software development costs

     (2,601     (1,017
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,445     (2,633
  

 

 

   

 

 

 

Financing activities:

    

Proceeds from stock options exercised

     359       40  

Proceeds from debt financing

     15,000       5,000  

Proceeds from convertible preferred stock issuance, net of issuance costs

     67,867       865  

Proceeds from issuance of convertible notes, net of issuance costs

     10,053       —    

Proceeds from PPP loan

     4,574       —    

Repayment of PPP loan

     (4,574     —    

Debt repayments

     (12,720     —    

Payments of deferred offering costs

     (222     —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     80,337       5,905  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents and restricted cash

     56,840       (25,921

Cash and cash equivalents and restricted cash at beginning of period

     13,384       51,201  
  

 

 

   

 

 

 

Cash and cash equivalents and restricted cash at end of period

   $ 70,224     $ 25,280  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 253     $ 275  
  

 

 

   

 

 

 

Non-cash operating activities:

    

Lease liability obtained in exchange for right-of-use asset

   $ 2,392     $ —    
  

 

 

   

 

 

 

Non-cash investing and financing activities:

    

Property and equipment and capitalized software costs in accounts payable and accrued liabilities

   $ 421     $ 307  
  

 

 

   

 

 

 

Deferred offering costs in accounts payable and accrued liabilities

   $ 1,053     $ —    
  

 

 

   

 

 

 

Convertible preferred stock issuance costs included in accounts payable

   $ 600     $ —    
  

 

 

   

 

 

 

Derivative liability in connection with issuance of convertible promissory notes on issuance

   $ 2,879     $ —    
  

 

 

   

 

 

 

Issuance of Series E convertible preferred stock upon extinguishment of convertible notes

   $ 12,818     $ —    
  

 

 

   

 

 

 

Settlement of derivative liability in connection with extinguishment of convertible notes

   $ 3,085     $ —    
  

 

 

   

 

 

 

Issuance of convertible preferred stock warrants in connection with debt financing

   $ 270     $ 41  
  

 

 

   

 

 

 

# # #