Your Vote Matters

Stockholders of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, then you are a stockholder of record. As a stockholder of record, you may vote in the following ways:

• Vote Online. To vote by proxy over the internet, follow the instructions provided on the Proxy Card.

• Vote by Telephone. You may also vote by submitting a proxy via telephone by following the instructions on your Proxy Card.

• Vote by Mail. To vote using the Proxy Card, simply complete, sign and date the Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

• Vote at the Annual Meeting. You may vote your shares at www.virtualshareholdermeeting.com/EAR2022 during the Annual Meeting. You will be asked to provide the 16-digit control number from your Proxy Card.

Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting online and vote online. In such case, your previously submitted proxy will be disregarded.

We encourage you, however, to vote as early as possible, in advance of the virtual Annual Meeting.

For assistance with voting your shares you can call Morrow Sodali, our proxy solicitor, at (877) 787-9239, or send a message to EAR.info@investor.morrowsodali.com.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were not held in your name, but rather in a brokerage account, then you are the beneficial owner of shares held in “street name,” and the Annual Meeting materials were forwarded to you by your broker along with a voting instruction card. As a beneficial owner of the shares in your account, you have the right to direct your broker on how to vote your shares in the following ways:

• Vote Online: Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. You will need your voting control number, which is included on the Voting Instruction Form mailed (or e-mailed) to you, to vote via the internet.

• Vote by Telephone: Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. You will need your voting control number, which is included on the Voting Instruction Form mailed (or e-mailed) to you, in order to vote via automated telephone service.

Additionally, you can also vote by mail:

• Vote by Mail: Follow the instructions provided by your broker, bank or other nominee on the Voting Instruction Form mailed (or e-mailed) to you. You will need your Voting Instruction Form mailed (or e-mailed) to you in order to vote by mail.

  For voting by mail, be sure to:

  • Mark, sign and date your Voting Instruction Form;

  • Fold and return your Voting Instruction Form in the postage-paid envelope provided; and

  • Return your Voting Instruction Form no later than October 5, 2022.

For assistance with voting your shares you can call Morrow Sodali, our proxy solicitor, at (877) 787-9239, or send a message to EAR.info@investor.morrowsodali.com.

If you hold your shares through a broker, bank or other nominee and did not receive or have misplaced your Voting Instruction Form, contact your bank, broker or other nominee for a replacement form or to obtain your control number.

Your voting control number is the number provided in large bold text on the Proxy Card or Voting Instruction Form that was mailed to you with your Annual Meeting materials. If you are a holder of record and cannot locate your control number, contact Morrow Sodali, our proxy solicitor, to obtain your control number. If your shares are held in street name, you will need to contact your broker to obtain your control number.

We encourage you to vote as soon as possible! Internet votes must be received before 11:59 p.m. Eastern Time on Tuesday, October 11, 2022. If you vote by mail, we suggest you mail your signed Proxy Card or Voting Instruction Form as soon as possible so that your vote arrives before October 12, 2022. Mailed votes received after the start of the Annual Meeting will not be counted. You may also vote by attending the Annual Meeting to be held at 11:00 a.m. Pacific Time on October 12, 2022. Please note that if you hold your shares through a broker, bank or nominee, your broker, bank or nominee may have an earlier deadline for voting. Contact the broker, bank or nominee who holds your shares if you have questions about their deadline.

If stockholders approve Proposal No. 4, the Board will have the discretion to implement a reverse stock split of our common stock at a ratio in a range from 1-for-5 to 1-for-50. The Board only anticipates implementing this reverse stock split if it determines that, following the proposed rights offering transaction, it must take action in order to ensure that the closing bid price of our common stock remains above $1.00 per share.

If stockholders approve Proposal No. 4, the Board may determine to implement a reverse stock split. The purpose of a reverse stock split is to raise the trading price of shares of common stock by reducing the number of shares outstanding, across all stockholders proportionately. It accomplishes this by exchanging a set amount of shares for one share, at a predetermined ratio. The price per share following the reverse stock split then increases proportionately by the same ratio. For example, if a stockholder holds 100 shares worth $1.00 per share before the reverse stock split and the Board approves a reverse stock split with a ratio of 1-for-10, then following the reverse stock split, that stockholder would hold 10 shares worth $10.00 per share.

There is risk involved in a reverse stock split that the market could react negatively and, as a result, the price of the shares may fall after the reverse stock split is effected. In other words, there is no certainty that the share price will increase proportionately by the same ratio as the decrease in shares outstanding.

If stockholders do not approve Proposal No. 4, the Board will not have the authority to implement a reverse stock split. If our share price falls below $1.00 per share and remains below $1.00 per share for thirty consecutive trading days, the Company may receive a notice of delisting from Nasdaq and, after a 180-calendar day cure period, may be at risk for a delisting from the Nasdaq Global Select Market. The delisting of our common stock from Nasdaq would likely have very serious consequences for the Company and our stockholders.

If stockholders approve Proposals No. 5 and No. 6, the Company will be able to launch a rights offering of 375 million shares of common stock, as required by the note purchase agreement. We expect the rights offering will be launched after the 2022 Annual Meeting and we intend to complete it by November 25, 2022.

In the rights offering, our stockholders will have the opportunity to purchase their pro rata portion of the 375 million shares being offered (and more under certain circumstances) at $0.50 per share. Participating in the rights offering will allow stockholders to maintain their percentage ownership in the Company.

While the rights offering will result in some additional proceeds to the Company, a substantial portion of the proceeds may be used to repay at a premium the outstanding notes issued to Patient Square Capital in June 2022, and any notes not repaid will convert into the shares of common stock not subscribed for in the rights offering. Therefore Patient Square Capital may own a substantial portion of our common stock following the rights offering (and up to 90.5% if none of our stockholders purchase shares in the rights offering).

The rights offering contemplates the issuance of 375 million new shares of common stock. In order for the Company to be able to issue these shares, it must have enough shares of common stock authorized for issuance under its Amended and Restated Articles of Incorporation (the “corporate charter”). The Company’s corporate charter only authorizes the issuance of 300 million shares, of which approximately 55 million shares are currently outstanding or reserved for issuance. Thus, in order for the Company to be able to complete the rights offering, the Company requests that stockholders approve the adoption of an amendment to its corporate charter that increases the authorized common stock of the Company from 300 million shares to 450 million shares.

The Company will use a substantial portion of the proceeds from the proposed rights offering to repay the outstanding notes issued to Patient Square Capital, and any notes not repaid will convert into the shares of common stock not subscribed for in the rights offering. The amount of common stock that Patient Square Capital will receive upon conversion of its notes will depend on the timing of and level of participation of the stockholders in the rights offering.

As a listed company on the Nasdaq Stock Market LLC, the Company is subject to Nasdaq’s listing rules, including Nasdaq Listing Rule 5635, which requires that stockholders approve any issuance of securities that (i) would result in a change of control of the Company or (ii) representing more than 20% of the outstanding voting power of the Company. It is likely that, upon completion of the proposed rights offering, Patient Square Capital could, following the conversion of its notes, either obtain control of the Company or receive an amount of shares representing more than 20% of the outstanding voting power of the Company. If the stockholders approve Proposal No. 6, the Company will be allowed under Nasdaq listing rules to issue shares to Patient Square Capital upon conversion of their notes. Thus, each of Proposals No. 5 and No. 6 must be approved by the stockholders in order for the Company to complete the proposed rights offering under the note purchase agreement.

For more information regarding the proposed rights offering transaction, please see the section titled “Questions & Answers” in our Registration Statement on Form S-1 (File No. 333- 267071), filed with the Securities and Exchange Commission on August 25, 2022 at the following link: S-1 (sec.gov).

Each of Proposals No. 5 and No. 6 must be approved by the stockholders in order for the Company to comply with the requirements of our note purchase agreement with Patient Square Capital. If EITHER of these proposals are not approved by the stockholders, the Company will be in DEFAULT under the note purchase agreement and Patient Square Capital may have the ability to take control of the Company and its assets. Any default under the note purchase agreement would likely have very serious consequences for the Company and our stockholders, including that stockholders would likely lose all or substantially all of their investment in our common stock.

If you have questions, need assistance in voting or if you have misplaced your proxy card, please call Morrow Sodali LLC, our proxy solicitor, toll-free at (800) 662-5200, or send an e-mail to EAR.info@investor.morrowsodali.com. Banks and brokers and stockholders located outside the United States can place a collect call to Morrow Sodali at (203) 658-9400.