Form SC 13E3 - Going private transaction by certain issuers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER

SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

Eargo, Inc.

(Name of the Issuer)

Eargo, Inc.

PSC Echo Parent LLC,

PSC Echo Merger Sub Inc.,

PSC Echo, LP,

PSC Echo GP, LLC

(Names of Persons Filing Statement)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

Common Stock: 270087109

(CUSIP Number of Class of Securities)

Bill Brownie

Interim Chief Executive Officer and Chief Operating Officer

Eargo, Inc.

2665 North First Street, Suite 300

San Jose, California 95134

(650) 351-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to
Jason Freedman Walton Dumas Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111 (415) 315-6300	Tom Fraser Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000	Oliver Smith Michael Gilson Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

This statement is filed in connection with (check the appropriate box):

a.	☒	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	☐	The filing of a registration statement under the Securities Act of 1933.
c.	☐	A tender offer.
d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Eargo, Inc. (“Eargo” or the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.0001 per share (the “Shares”), that is subject to the Rule 13e-3 transaction, (ii) PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), (iii) PSC Echo Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iv) PSC Echo, LP, a Delaware limited partnership and sole member of Parent (“PSC Echo”) and (v) PSC Echo GP, LLC, a Delaware limited liability company and general partner of PSC Echo (“PSC Echo GP”). Parent, Merger Sub, PSC Echo and PSC Echo GP are Filing Persons of this Transaction Statement because they are affiliates of the Company under the SEC rules governing “going-private” transactions.

On October 29, 2023, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon a proposal to (i) approve and adopt the Merger Agreement (ii) approve a non-binding advisory proposal to approve certain compensation arrangements for Eargo’s named executive officers in connection with the Merger and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of the holders of a majority of the voting power of all outstanding Shares entitled to vote, outstanding as of the close of business on the record date for the Special Meeting. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the preliminary Proxy Statement and incorporated herein by reference.

Under the terms of the Merger Agreement, if the Merger is completed, each Share outstanding immediately prior to the consummation of the Merger, other than as provided below, will be converted into the right to receive $2.55 in cash (the “Merger Consideration”), without interest and less any applicable withholding taxes. The following Shares will not be converted into the right to receive the Merger Consideration in connection with the Merger: (i) Shares issued and held by the Company and not on behalf of third parties immediately prior to the Merger becoming effective (the “Effective Time”), (ii) Shares owned by PSC Echo or its affiliates, Parent or Merger Sub immediately prior to the Effective Time or Shares held in the treasury of the Company, and (iii) Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted in favor of the adoption of the Merger Agreement or consented thereto in writing and whose holders have properly exercised and validly perfected appraisal rights with respect to such Shares in accordance with, and who have complied with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), a copy of which is attached hereto as Exhibit (f) and is also included as Annex D to the Proxy Statement and incorporated herein by reference.

The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the Company’s stockholders.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

Item 2. Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGER”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“THE SPECIAL MEETING — Voting”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Market Price of Shares of Company Common Stock and Dividends”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Security Ownership of Certain Beneficial Owners and Management”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Market Price of Shares of Company Common Stock and Dividends”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Market Price of Shares of Company Common Stock and Dividends”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Certain Transactions in the Shares of Company Common Stock”

Item 3. Identity and Background of Filing Person

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. Eargo, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“PARTIES TO THE MERGER”

“OTHER IMPORTANT INFORMATION REGARDING EARGO”

“OTHER IMPORTANT INFORMATION REGARDING THE PARENT ENTITIES”

Item 4. Terms of the Transaction

(a)(1) Tender Offers. Not Applicable.

(a)(2) Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Accounting Treatment”

“THE SPECIAL MEETING — Vote Required”

“THE MERGER AGREEMENT”

Annex A — Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE MERGER AGREEMENT — Employee Benefits”

Annex A — Agreement and Plan of Merger

Annex B — Voting and Support Agreement

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Appraisal Rights”

“THE MERGER AGREEMENT — Appraisal Shares”

“THE SPECIAL MEETING — Appraisal Rights”

“THE MERGER (THE MERGER PROPOSAL — PROPOSAL 1) — Appraisal Rights”

Annex A — Agreement and Plan of Merger

Annex D — Section 262 of the DGCL

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

(f) Eligibility for Listing or Trading. Not Applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Certain Transactions in the Shares of Company Common Stock”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A — Agreement and Plan of Merger

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Limited Guarantee”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE MERGER AGREEMENT”

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“THE MERGER AGREEMENT”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS — Intent of PSC Echo to Vote in Favor of the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Limited Guarantee”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Certain Transactions in the Shares of Company Common Stock”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A — Agreement and Plan of Merger

Annex B — Voting and Support Agreement

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Payment of Merger Consideration”

“THE MERGER AGREEMENT”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A — Agreement and Plan of Merger

(c)(1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS — Intent of PSC Echo to Vote in Favor of the Merger”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Limited Guarantee”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE MERGER AGREEMENT”

“THE SPECIAL MEETING”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A — Agreement and Plan of Merger

Annex B — Voting and Support Agreement

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS—Certain Effects on Eargo if the Merger is not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

Annex C — Opinion of Perella Weinberg Partners LP

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Plans for the Company After the Merger”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Certain Effects on Eargo if the Merger is not Completed”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS — Fees and Expenses”

“SPECIAL FACTORS — Accounting Treatment”

“SPECIAL FACTORS — Payment of Merger Consideration”

“THE MERGER AGREEMENT”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A — Agreement and Plan of Merger

Item 8. Fairness of the Transaction

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“THE MERGER AGREEMENT”

Annex C — Opinion of Perella Weinberg Partners LP

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 19, 2023 is attached hereto as Exhibit (c)(ii), and is incorporated by reference herein.

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 28, 2023 is attached hereto as Exhibit (c)(iii), and is incorporated by reference herein.

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 29, 2023, is attached hereto as Exhibit (c)(iv), and is incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“THE MERGER AGREEMENT — Company Stockholder Approval”

“THE MERGER AGREEMENT — Conditions to Consummation of the Merger”

“THE SPECIAL MEETING — Record Date and Quorum”

“THE SPECIAL MEETING — Vote Required”

“THE SPECIAL MEETING — Voting”

“THE SPECIAL MEETING — How to Vote”

“THE SPECIAL MEETING — Proxies and Revocation”

Annex A — Agreement and Plan of Merger

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“THE MERGER AGREEMENT — No Solicitation; Superior Proposal and Change of Recommendation”

Annex A — Agreement and Plan of Merger

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Opinion of the Special Committee’s Financial Advisor”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex C — Opinion of Perella Weinberg Partners LP

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 19, 2023, is attached hereto as Exhibit (c)(ii), and is incorporated by reference herein.

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 28, 2023, is attached hereto as Exhibit (c)(iii), and is incorporated by reference herein.

The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 29, 2023, is attached hereto as Exhibit (c)(iv), and is incorporated by reference herein.

Item 10. Source and Amount of Funds or Other Consideration

(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Financing of the Merger”

“SPECIAL FACTORS — Limited Guarantee”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS—Payment of Merger Consideration”

“THE MERGER AGREEMENT — Consummation and Effectiveness of the Merger”

“THE MERGER AGREEMENT — Effective Time”

“THE MERGER AGREEMENT — Conduct of Business by the Company Prior to Consummation of the Merger”

“THE MERGER AGREEMENT — Conditions to Consummation of the Merger”

Annex A — Agreement and Plan of Merger

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Fees and Expenses”

“THE MERGER AGREEMENT — Termination of the Merger Agreement”

“THE MERGER AGREEMENT — Termination Fees and Expenses”

“THE SPECIAL MEETING — Solicitation of Proxies; Payment of Solicitation Expenses”

Annex A — Agreement and Plan of Merger

(d) Borrowed Funds.

“SPECIAL FACTORS — Financing of the Merger”

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE SPECIAL MEETING — Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Security Ownership of Certain Beneficial Owners and Management”

Annex B — Voting and Support Agreement

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Certain Transactions in the Shares of Company Common Stock”

Annex A — Agreement and Plan of Merger

Annex B — Voting and Support Agreement

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“SPECIAL FACTORS — Intent of the Directors and Executive Officers to Vote in Favor of the Merger”

“SPECIAL FACTORS — Intent of PSC Echo to Vote in Favor of the Merger”

“SPECIAL FACTORS — Voting and Support Agreement”

“THE SPECIAL MEETING — Record Date and Quorum”

“THE SPECIAL MEETING — Voting Intentions of Eargo’s Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Directors and Executive Officers of Eargo”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Security Ownership of Certain Beneficial Owners and Management”

Annex B — Voting and Support Agreement

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of the Parent Entities for the Merger”

“SPECIAL FACTORS — Position of the Parent Entities as to the Fairness of the Merger”

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING EARGO — Book Value per Share”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not Applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Fees and Expenses”

“THE SPECIAL MEETING — Solicitation of Proxies; Payment of Solicitation Expenses”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS — Background of the Merger”

“SPECIAL FACTORS — Purpose and Reasons of Eargo for the Merger; Recommendation of the Eargo Board and the Special Committee; Fairness of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“THE SPECIAL MEETING”

“THE SPECIAL MEETING — Solicitation of Proxies; Payment of Solicitation Expenses”

Item 15. Additional Information

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS — Certain Effects of the Merger”

“SPECIAL FACTORS — Interests of Executive Officers and Directors of Eargo in the Merger”

“THE MERGER AGREEMENT”

Annex A — Agreement and Plan of Merger

(c) Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith:

Exhibit No.			Description
(a)(2)(i)			Preliminary Proxy Statement of Eargo, Inc. (included in the Schedule 14A filed on November 21, 2023, and incorporated herein by reference) (the “Definitive Proxy Statement”).
(a)(2)(ii)			Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iii)			Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iv)			Notice of Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(5)(i)			Press Release, dated October 30, 2023 (incorporated by reference to Exhibit 99.1 to Eargo, Inc.’s Form 8-K (filed October 30, 2023) (File No. 001-39616)).
(a)(5)(ii)			August 2023 Presentation (incorporated by reference to Exhibit 99.1 to Eargo, Inc.’s Form 8-K (filed August 10, 2023) (File No. 001-39616)).
(c)(i)			Opinion of Perella Weinberg Partners LP, dated October 29, 2023 (included as Annex C to the Definitive Proxy Statement, and incorporated herein by reference).
(c)(ii)*			The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 19, 2023.
(c)(iii)*			The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 28, 2023.
(c)(iv)*			The Presentation of Perella Weinberg Partners LP to the Special Committee, dated October 29, 2023.
(d)(i)			Agreement and Plan of Merger, dated October 29, 2023 by and among Eargo, Inc., PSC Echo Parent LLC and PSC Echo Merger Sub Inc. (included as Annex A to the Definitive Proxy Statement, and incorporated herein by reference).
(d)(ii)			Voting and Support Agreement, dated as of October 29, 2023, by and among Eargo, Inc. and PSC Echo, LP (included as Annex B to the Definitive Proxy Statement, and incorporated herein by reference).
(f)			Section 262 of the DGCL (included as Annex D to the Definitive Proxy Statement, and incorporated herein by reference).
(g)			Not Applicable.
107			Filing Fee Table.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	EARGO, INC.

	By:	/s/ Adam Laponis
		Name: Adam Laponis
		Title: Chief Financial Officer

Date: November 21, 2023

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	PSC ECHO PARENT LLC

	By:	/s/ Adam Fliss
		Name: Adam Fliss
		Title: Vice President

Date: November 21, 2023

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	PSC ECHO MERGER SUB INC.

	By:	/s/ Adam Fliss
		Name: Adam Fliss
		Title: Vice President

Date: November 21, 2023

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	PSC ECHO, LP

	By: PSC Echo GP, LLC, its general partner

	By:	/s/ Adam Fliss
		Name: Adam Fliss
		Title: Vice President

Date: November 21, 2023

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	PSC ECHO GP, LLC

	By:	/s/ Adam Fliss
		Name: Adam Fliss
		Title: Vice President

Date: November 21, 2023

Exhibit (c)(ii)

Project Puma: Discussion Materials October 19, 2023

2 Topics for Discussion Situation Overview What Are Puma’s Potential Strategic Alternatives? Preliminary Puma Financial Analysis Based on Management Projections Process Considerations & Next Steps

Situation Overview and Assessment of Strategic Alternatives

4 Situation Overview In May 2021, Puma disclosed a claims audit by an insurance company that was its largest third-party payor In September 2021, Puma disclosed that it was the target of a DOJ investigation related to reimbursement claims the company submitted on behalf of its customers covered by federal employee health plans As a consequence of the investigation, Puma withdrew from the insurance market, which represented ~48% of the units shipped in the three months ended September 30, 2021, announced it was unable to file its quarterly reports with the SEC, and fell out of compliance with Nasdaq listing requirements Puma also began to assess strategic alternatives, including a financing, potential sale, or liquidation As a part of that assessment, Puma and its representatives contacted more than ten strategic buyers and more than twenty potential financing partners, with only Patient Square Capital (“PSC”) submitting a proposal On April 29, 2022, Puma entered into a civil settlement with the DOJ including a $34M payment, announced its intent to regain insurance coverage, and announced the need to raise capital to cover ~$20M to $25M of quarterly cash burn through 2022 On June 27, 2022, Puma announced an investment of up to $125M from PSC to backstop a rights offering to shareholders to finance the company – Had all of Puma’s existing shareholders exercised their subscription rights in full, PSC would not own any equity stake in the Company On November 17, 2022, the rights offering expired with PSC becoming majority owner with 76.3%(1) ownership of the Company; only 16% of the rights offering was subscribed(2) Today, Puma has a $40M market cap, and expects its cash balance to drop below $10M in late Q2 2024 Sources: Company Filings Notes: As of 10/18/23; (1) 76.2% ownership today due to share issuance related to share based compensation; (2) Only 58.6M shares of the 375M shares were subscribed

5 - 1 2 3 4 5 6 7 8 9 10 $- $400 $800 $1,200 Oct-20 Feb-21 Jun-21 Oct-21 Feb-22 Jun-22 Oct-22 Feb-23 Jun-23 Oct-23 S&P 500 Change: 23.9% Puma: $1.92 / Return Since IPO: (99.5%) Share Price Performance Since IPO Sources: Company Filings, FactSet Notes: As of 10/18/23; Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; S&P 500 share price indexed to Puma IPO offer price of $360.00 (adjusted for 1-for-20 reverse stock split); (1) The rights offering expired on 11/17/22, but closed on 11/29/22 06/27/22: Announces up to $125M strategic investment from Patient Square 04/29/22: Announces that it has reached a civil settlement agreement with the U.S. government to resolve the DOJ investigation including a $34M settlement payment 11/29/22: Announces closing of rights offering pursuant to which 58,574,020 shares were subscribed in the rights offering; Patient Square becomes majority owner with 76.3% ownership(1) 01/11/23: Announces 1- for-20 reverse stock split to be effectuated on 01/18/23 Share Price $1,600 Volume (M) 08/16/22: FDA issued a final rule establishing a new category of OTC hearing aids that can be purchased in-store or online without a medical exam, prescription or fitting adjustment by an audiologist 06/27/23: Announced RIF of 32-42% of workforce and resignation of CEO Christian Gormsen 10/15/20: Puma prices IPO at $360.00 per share (price adjusted for 1-for-20 reverse stock split) 01/06/22: Announces that the DOJ investigation on insurance claims has been referred to the civil division and the criminal investigation is no longer active For Reference Only 05/12/21: As part of its 1Q21 10-Q filing, Puma discloses it is currently subject to a routine audit with its largest third-party payor, who accounted for ~57% of gross accounts receivable at end of 1Q21 08/12/21: As part of its 2Q21 earnings press release, Puma discloses it remains subject to a claims audit with its largest third- party payor, who accounted for ~80% of gross accounts receivable at end of 2Q21 09/21/21: Puma discloses it is the target of a criminal investigation by U.S. DOJ with regards to insurance reimbursement claims submitted under federal employee health plans and withdraws guidance for 2021

6 Source: FactSet, Company Filings, Management Notes: Ownership by investor as of most recent public disclosure as of 06/30/23; Total basic shares outstanding and basic shares outstanding owned by Patient Square Capital as of 10/18/23 per management Byrne Asset Management LLC 0.004 0.0% Atlas Capital Advisors LLC 0.001 0.0% Wells Fargo Clearing Services LLC 0.001 0.0% BlackRock Investment Management LLC 0.001 0.0% RBC Dominion Securities, Inc. 0.001 0.0% Group One Trading LP 0.001 0.0% UBS Securities LLC 0.000 0.0% Pennsylvania State Employees' Retirement System 0.000 0.0% Vanguard Global Advisers LLC 0.000 0.0% Morgan Stanley Smith Barney LLC 0.000 0.0% Top 20 Institutional Holders 0.533 2.6% Other Institutional Holders 0.000 0.0% Total Institutional Ownership 0.534 2.6% Short Interest 0.179 0.9% Net Institutional Ownership 0.354 1.7% Institutional 1.7% Patient Square Capital 76.2% Other Insiders 7.6% Retail 14.5% Ownership Overview (Shares in millions) For Reference Only Institutional Ownership Basic Shares Held % of Basic Shares Outstanding Insider Ownership Basic Shares Held % of Basic Shares Outstanding BlackRock Fund Advisors 0.233 1.1% Patient Square Capital 15.821 76.2% The Vanguard Group, Inc. 0.085 0.4% Charles & Helen Schwab Foundation 1.084 5.2% Nantahala Capital Management LLC 0.054 0.3% NEA Management Co. LLC 0.208 1.0% Geode Capital Management LLC 0.052 0.2% Pivotal Bioventure Partners Investment Advisor LLC 0.148 0.7% Renaissance Technologies LLC 0.046 0.2% Gilde Healthcare Partners BV 0.093 0.5% Millennium Management LLC 0.019 0.1% Top 5 Insiders 17.355 83.6% Bank of America, NA 0.012 0.1% Other Insiders 0.048 0.2% BlackRock Advisors LLC 0.009 0.0% Total Insider Ownership 17.403 83.8% CSS LLC 0.009 0.0% Implied Retail 3.005 14.5% Morgan Stanley & Co. LLC 0.005 0.0% Total Shares Outstanding 20.762 100.0%

7 (50%) (488%) (300%) (244%) (92%) (35%) (12%) (1%) 4% (244%) (181%) (142%) (119%) (104%) (94%) ($35) ($112) ($36) ($17) ($2) ($85)($85) ($52)($54) $7 ($52) ($49) ($48) ($47) ($157) 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E Operating Margin 111% (54%) 16% (7%) 61% 84% 39% 24% 15% (7%) (14%) 21% 13% 12% 10% 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E Revenue Growth Rate $69 $32 $37 $56 $103 $143 $178 $35 $35 $204 $30 $36 $41 $46 $50 Financial Performance Management Cases – With and Without Insurance ($ in millions) REVENUE OPERATING LOSS(1) Source: Company Filings, Management Projections (model received 10/18/23) Notes: As of 10/18/23; (1) Net of SBC and net of bad debt expense Management Projections – Without Insurance Management Projections – With Insurance Actuals Management Projections – Without Insurance Management Projections – With Insurance Actuals For Reference Only

8 Capitalization Summary Source: Company Filings, Management Projections (model received 10/18/23) Notes: As of 10/18/23; Free cash flow figures treat SBC as non-cash expense; Excludes impact of potential financing to fund cash shortfall; (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee Beginning Balance Change in Cash $46 (12) $34 (16) $18 (11) $7 (11) ($3) (10) Ending Balance $34 $18 $7 ($3) ($13) Beginning Balance Change in Cash $46 (12) $34 (16) $18 (11) $7 (12) ($5) (11) Ending Balance $34 $18 $7 ($5) ($16) Beginning Balance Change in Cash $34 (48) ($13) (32) ($45) (11) ($56) 4 ($52) 13 Ending Balance ($13) ($45) ($39) ($12) ($12) ($16) ($16) ($11) ($11) ($11) ($12) ($10) ($11) 4Q23E 1Q24E 2Q24E 3Q24E 4Q24E ($48) ($32) ($11) $4 $13 ($51) ($46) ($43) ($42) ($42) 2024E 2025E 2026E 2027E 2028E With Insurance Without Insurance Reflects Free Cash Flow Per Management Cases – With and Without Insurance ($ in millions) QUARTERLY FREE CASH FLOW (4Q24E AND 2024E) ANNUAL FREE CASH FLOW (2024E – 2028E) With Insurance With Insurance Without Insurance Without Insurance ($56) ($52) Assuming $10M minimum cash balance, $70M raise needed(1) Beginning Balance $34 ($16) ($63) ($106) ($148) Change in Cash (51) (46) (43) (42) (42) Ending Balance ($16) ($63) ($106) ($148) ($189) Without insurance, the business is not anticipated to generate positive free cash flow With Insurance Without Insurance For Reference Only

9 Key Financial Assumptions & Sensitivities Sources: Management Projections (model and sensitivities received 10/18/23) Note: Current share price as of 10/18/23; (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee With Insurance Case Insurance Penetration Assumes 0.095% penetration rate of 87.3M covered lives resulting in 82,688 units sold through insurance channel – Assumes 131,688 total units sold across all channels in 2028 We have sensitized penetration between 0.046% and 0.180% penetration in 2028 based on Management Guidance Insurance Pricing Tiers Assumes 60% / 20% / 20% of insurance volume occurs at Premium / Mid / Value pricing We have sensitized ASP tiers from 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value pricing Financing Projections imply lowest cash balance of negative $56M in 2026, with first year of positive cash flow in 2027 Assumes $10M required minimum cash, implying $70M required financing(1) at $1.44 (a 25% discount to current share price of $1.92) We have sensitized the financing price from $0.96 to $1.92 (a 50% to 0% discount to the current share price of $1.92) Without additional financing, the Company expects cash balance to drop below $10M in late Q2 2024 However, securing this amount of financing may be challenging at any price given the Company’s current valuation, market conditions and limited liquidity Without Insurance Case Assumes only 5,000 units sold through insurance channel and 43,000 total units sold across all channels in 2028 Cash balance reaches negative $189M in 2028 with the Company generating negative $42M of free cash flow in 2028 The management team does not believe that cash flow profile of the business would change materially after 2028, suggesting the business would have not have a positive value as a going concern

10 What Are Puma’s Potential Alternatives? CONSIDERATIONS Equity Financing Any Equity Financing Required financing is large relative to current market cap and float, which may result in significant dilution or limit actionability PSC ownership may further limit interest from other investors Public Equity Financing Results of rights offering suggest investor appetite may be limited Likely requires S-1 filing PSC Equity Financing PSC appetite to further increase ownership in public entity may be limited Public company costs and constraints may limit attractiveness relative to a take-private Private Equity Financing Likely to require a shareholder vote that would allow PSC to block an investment PSC may not find loss of control acceptable, while new investor may not wish to invest in a controlled entity Debt Financing Required financing is large relative to current valuation of the assets Cash flow / financial profile may limit investor interest Sale of the Company Limited strategic interest in 2022 process PSC ability to block a sale to a third party due to ownership percentage Without financing, management believes there is no viable path to cash flow breakeven

Preliminary Puma Financial Analysis Based on Management Projections

12 Preliminary Illustrative Puma Financial Analysis Equity Value per Share Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/18/23; Balance sheet data as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service- based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23; Reflects $46M in cash and cash equivalents as of 09/30/23; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; 48.9M shares issued in the capital raise 52-Week High and Low (Intraday) As of 10/18/23 Last 6 Months High and Low (Intraday) As of 10/18/23 EV / 2024E Revenues (With Insurance) 0.7x-1.4x $56M '24E Revenues EV / 2024E Revenues (Without Insurance) 0.0x-1.0x $30M '24E Revenues With Insurance Without Insurance $1.80 $1.80 $4.01 $2.21 $1.94 $17.60 $5.86 $5.69 $3.61 $2.65 Current Price $1.92 $- $5.00 $10.00 $15.00 $20.00 Selected Public Companies Analysis Discounted Cash Flow Analysis WACC: 13.0%-15.0% Perp. Growth: 3.0%-4.0% Includes dilution from $70M equity issuance; net proceeds assuming 25% discount to current share price and 6% underwriting fee(2) Would result in negative implied share price given unlevered FCFs are negative and not expected to become positive $– For Reference Only Historical Prices (1)

13 EV / '24E Revenues Market Cap $40 $200 $191 $183 $144 $129 $118 $78 $77 '24E Revenue 56 30 43 96 71 18 31 334 69 47 '23E-'25E Rev. CAGR 72% 2% 38% 22% 12% 43% (2) 20% 5% 23% 25% '24E Oper. Loss ($52)(3) ($54)(3) ($15) ($54) ($112) ($48) ($20) ($48) ($13) ($16) Debt / Equity - - - 18% - - 8% - 11% 7% Cash $46(4) $24 $155 $171 $95 $26 $138(5) $18 $15 Cash / '24E Oper. Loss 0.9x 0.9x 1.6x 2.9x 1.5x 2.0x 1.3x 2.9x 1.4x 0.9x Float(6) $6 $105 $108 $121 $89 $108 $106 $68 $61 30-Day ADTV(6) 0.039 0.183 1.316 2.242 0.205 0.440 1.189 0.305 0.129 NM NM 0.7x 0.2x NM 1.0x 4.1x 2.7x 3.6x Median: 1.4x 1.4x Sources: Management Projections (model received 10/18/23), Company Filings, FactSet Notes: As of 10/18/23; Companies ordered by market capitalization; (1) Pro forma for options and RSUs issued in July 2023; (2) Reflects 2023E-2024E revenue CAGR given lack of broker estimates for 2025E; (3) Net of SBC and net of bad debt expense; (4) Balance sheet data as of 09/30/23; (5) Pro forma for acquisition of Physio-Assist; (6) Calculated using each company’s respective share price as of 10/18/23 Preliminary Selected Public Companies Analysis ($ in millions) Mgmt. With Insurance Mgmt. Without Insurance Puma EV / Selected Range '24E Revs Puma - With Insurance 0.7x-1.4x Puma - Without Insurance 0.0x-1.0x (1)

14 Preliminary Discounted Cash Flow Sensitivity: With Insurance Case Equity Value per Share Sources: Management Projections (model and sensitivities received 10/18/23) Notes: As of 10/18/23; All sensitivities assume 14.0% WACC and 3.5% perpetuity growth rate; Assumes $46M in cash and cash equivalents as of 09/30/23 plus net proceeds of equity financing required for minimum cash balance of $10M net of 6% underwriting fee; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23 plus shares issued in connection with an equity financing at $1.44 per share unless otherwise stated; (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; Reflects 0.095% penetration rate and pricing tier of 60% / 20% / 20% Premium / Mid / Value Insurance Penetration Penetration rate of 87.3M covered lives in 2028 With Insurance Case Assumption: 0.095% $0.11 penetration Range: 0.046% to 0.180% penetration $11.06 Insurance Pricing Tiers Percent of insurance units at Premium / Mid / Value pricing With Insurance Case Assumption: 60% / 20% / $0.2 20% Premium / Mid / Value Range: 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value $2.25 1 Financing(1) Issuance price of $70M equity offering (net proceeds of $66M assuming 6% underwriting fee) With Insurance Case Assumption: $1.44 issuance price (25% discount to current share price of $1.92) Range: $0.96 to $1.92 issuance price (50% to 0% discount to current share price) 2.72 $1.66 $ $- $3.00 $6.00 $9.00 $12.00 With Insurance DCF Midpoint $2.25

15 Equity Premium to Ann. Date Close Date Acquiror Target % Ownership Value Unaffected 1-Day(1) 30-D VWAP 5 2 M 12/12/22 02/21/23 72.4% 2, 339 60%(2 ) 24% 10/23/22 03/10/23 51.8% 2, 903 50%(3 ) 10% 06/20/22 10/07/22 74.7% 825 143% 05/25/22 11/03/22 74.8% 431 6 (4 ) 05/23/22 07/11/22 74.9%(5) 128(6) (7 ) 11/12/20 03/29/21 70.6% 10/05/20 01/26/21 63.7 (8) (8 ) (8) 08/31/20 10/12/20 08/19/20 12/01/20 02/21/20 03/30/20 (9 ) 08/19/19 11/15/19 (10 ) 07/24/19 09/17/19 Sonic Financial Corp. (11 ) 06/19/18 07/ Mean Precedent Minority Squeeze-Out Transactions ($ in millions) Acquiror Sources: Bloomberg, Company Filings, Dealogic, Press Releases Notes: As of 10/18/23, Includes selected announced minority squeeze-outs with publicly listed targets, deal value (value of the remaining ownership stake acquired) greater than $10M, initial stake pre-transaction of >50% and target nationality in the United States; Excludes transactions that do not have a definitive merger agreement executed; (1) 1-day prior to transaction announcement; (2) Based on 10/24/22, the last trading day closing prior to public announcement on 10/25/22 of proposal received 10/24/22; (3) Based on 09/30/22, the last trading day closing prior to public announcement on 10/02/22 of proposal dated 09/30/22; (4) Based on 09/24/21, last trading day closing prior to public announcement of letter from Axar describing interest in pursuing strategic alternatives with the company on 09/27/21; (5) As disclosed by Entasis assuming Innoviva exercised all of its warrants; (6) $113M publicly announced equity value excludes 10.1M in-the money convertible-related shares convertible at $1.48 per share and 10.1M convertible related warrants struck at $1.48; (7) Based on 01/31/22, the last trading day closing prior to Innoviva’s original bid becoming public; (8) Equity value and premia based on cash offer price per share of $73.26; (9) Based on 11/26/19, the last trading day closing prior to announcement of Kyocera’s initial proposal on 11/27/19; (10) Based on 06/21/19, the last trading day closing prior to public announcement of formation of Special Committee to evaluate strategic alternatives on 06/24/19; (11) Based on 04/23/19, the last trading day closing before public announcement on 04/24/19 of initial proposal received 04/23/19 For Reference Only (8) (8) (2) (3) (7) (4) (2) (3) (7) (4) (9) (10) (11) (9) (10) (11)

16 Analysis at Various Prices Management Cases – With and Without Insurance ($ in millions, except per share) Sources: Management Projections (model received 10/18/23), Bloomberg, Company Filings Notes: As of 10/18/23; Reflects $46M in cash and cash equivalents as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23; Excludes impact from any potential financing; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) Multiples reflected as “NM” if enterprise value is negative Puma Current At Offer Price of Offer Per Share $1.92 $2.20 $2.40 $2.60 $2.80 $3.00 $3.20 $3.40 $3.60 $3.80 $4.00 % Premium / (Discount) to: Current ($1.92) 15% 25% 35% 46% 56% 67% 77% 88% 98% 108% 30-Calendar Day VWAP ($2.06) 7% 16% 26% 36% 45% 55% 65% 75% 84% 94% 90-Calendar Day VWAP ($2.84) (23%) (16%) (8%) (1%) 6% 13% 20% 27% 34% 41% 52-Week Intraday High ($17.60) (1) (88%) (86%) (85%) (84%) (83%) (82%) (81%) (80%) (78%) (77%) Market Capitalization $40 $46 $50 $54 $58 $63 $67 $71 $76 $80 $85 Less: Cash & Investments (46) (46) (46) (46) (46) (46) (46) (46) (46) (46) (46) Enterprise Value ($6) ($0) $4 $8 $12 $17 $21 $25 $30 $34 $39 EV / Revenues With Insurance Metric 2023E 2024E $35 56 NM (2) NM (2) NM (2) NM (2) 0.1x 0.2x 0.4x 0.5x 0.6x 0.7x 0.9x 1.0x 1.1x 0.1x 0.1x 0.2x 0.3x 0.4x 0.4x 0.5x 0.6x 0.7x Without Insurance 2023E 2024E $35 30 NM (2) NM (2) NM (2) NM (2) 0.1x 0.2x 0.4x 0.5x 0.6x 0.7x 0.9x 1.0x 1.1x 0.1x 0.3x 0.4x 0.6x 0.7x 0.8x 1.0x 1.2x 1.3x For Reference Only

Process Considerations & Next Steps

18 Discussion and Potential Next Steps What should we do to prepare for a potential PSC offer? What diligence items are they likely to request? How do we negotiate for the best outcome with PSC? Do financing alternatives provide a viable alternative to a potential offer from PSC? Can pursuit of potential financing alternatives provide competitive tension to PSC regardless of likelihood of success? If so, which alternatives should Puma pursue and when should it begin that pursuit? What would an acceptable PSC offer look like? Offer Price Non-economic terms If PSC is open to a third-party sale, what should a potential process look like?

Appendix

20 Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/18/23; (1) Operating income net of SBC and net of bad debt expense; (2) Assumes SBC is treated as a cash expense for DCF valuation; (3) $70M gross equity issuance (net of 6% financing fee) targeting minimum cash balance of $10M through projected period issued at $1.44 per share (25% discount to current market price of $1.92 as of 10/18/23); (4) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23 Preliminary Discounted Cash Flow Analysis With Insurance Case | Assumes $70M Equity Issuance at $1.44 per Share (25% Discount to Current) ($ in millions, except per share) Unlevered Free Cash Flows Terminal 4Q23E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2033E Total Revenues % Growth $8 (39.3%) $56 61.1% $103 83.5% $143 39.2% $178 24.1% $204 14.7% $222 9.2% $250 12.7% $273 8.9% $294 7.7% $314 6.7% $314 3.5% ($15) ($52) ($36) ($17) ($2) $7 $13 $24 $32 $39 $46 $46 (196.2%) (92.3%) (34.6%) (11.7%) (0.9%) 3.7% 6.0% 9.6% 11.7% 13.3% 14.6% % Margin Taxes Tax Rate - - - - - - - - - - - - - - - - - - - - - - 14.6% (11) 25.0% NOPAT Depreciation Capex Change in Working Capital ($15) 1 (0) (1) ($52) 5 (2) (3) ($36) 3 (2) (3) ($17) 3 (2) (0) ($2) 3 (2) (0) $7 3 (3) (0) $13 3 (3) (0) $24 3 (3) 0 $32 3 (4) 0 $39 4 (4) (0) $46 4 (4) (0) $34 4 (4) (1) ($15) ($53) ($37) $7 $13 $24 $32 $39 $46 $34 Implied Price Per Share PV Projected Period (14.0% WACC) PV Terminal Value (3.5% Perp. Growth) ($48) 93 Enterprise Value $44 Plus: Cash & Equivalents as of 09/30/23 Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Equity Value Per Share $2.25 Current Share Price % Premium to Current $1.92 17.0% 46 66(3) $157 20.8 (4) 48.9 (3) 69.8 ($16) ($2) Implied Equity Value Per Share WACC Perp. Growth 13.0% 14.0% 15.0% 3.0% 3.5% 4.0% $2.48 2.56 2.65 $2.18 2.25 2.32 $1.94 1.99 2.05 Operating Income (Post-SBC) (1) Unlevered Free Cash Flows(2)

21 Total Revenues $8 $30 $36 $41 $46 $50 % Growth (39.3%) (14.1%) 21.4% 13.3% 11.6% 9.9% Operating Income (Post-SBC)(1) ($15) ($54) ($52) ($49) ($48) ($47) % Margin (196.2%) (180.6%) (142.3%) (119.5%) (104.0%) (94.1%) Taxes - - - - - - Tax Rate - - - - - - NOPAT ($15) ($54) ($52) ($49) ($48) ($47) Depreciation 1 4 3 3 3 3 Capex (0) (2) (2) (2) (2) (3) Change in Working Capital (1) (4) (1) 0 0 0 Unlevered Free Cash Flows(2) ($15) ($56) ($51) ($48) ($47) ($47) Unlevered Free Cash Flows 4Q23E 2024E 2025E 2026E 2027E 2028E Preliminary Discounted Cash Flow Analysis Without Insurance Case ($ in millions, except per share) Plus: Cash & Equivalents as of 09/30/23 Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Equity Value Per Share Implied Price Per Share (3) PV Projected Period (14.0% WACC) ($195) PV Terminal Value - Enterprise Value ($195) 46 - (4) $- (5) 20.8 (6) - (4) 20.8 $- (5) Implied Equity Value Per Share Perp. Growth WACC 13.0% 14.0% 15.0% NA $-(5) Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/18/23; Assumes terminal year of 2028E with no terminal value thereafter; (1) Operating income net of SBC and net of bad debt expense; (2) Assumes SBC is treated as a cash expense for DCF valuation; (3) Excludes salvage value, if any; (4) Assumes no equity issuance occurs in Without Insurance Case; (5) Assumes equity value cannot be less than zero; (6) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23

22 Illustrative Weighted Average Cost of Capital Analysis ($ in millions) Sources: Company Filings, Barra, Kroll, FactSet Notes: As of 10/18/23; Companies ordered by market capitalization; (1) Predicted Barra beta; (2) Marginal tax rate for companies without earnings assumed to be 0%; (3) Kroll’s supply-side long-term expected equity risk premium; (4) Last 30 calendar days average of 20-year treasury rate as of 10/18/23; (5) Cost of debt not applicable given 0% debt / capitalization assumption Company Beta & Capital Structure Overview Levered Gross Equity Debt / Debt / Marginal Unlevered Company Beta (1) Debt Value Equity Cap. Tax Rate (2) Beta Puma 1.60 - $40 - - - 1.60 Peer Beta & Capital Structure Overview Company Gross Debt Equity Value Debt / Equity Debt / Cap. Unlevered Beta Levered Beta (1) Marginal Tax Rate (2) Stereotaxis 0.83 - $200 - - - 0.83 Sight Sciences 1.44 $34 191 18% 15% - 1.23 Butterfly Network 1.99 - 183 - - - 1.99 Hyperfine 1.36 - 144 - - - 1.36 ClearPoint Neuro 1.71 $10 129 8% 7% - 1.58 Inogen 1.51 - 118 - - - 1.51 Apyx Medical 1.46 $9 78 11% 10% - 1.31 Cytosorbents 1.27 $5 77 7% 6% - 1.19 Peer Median 1.45 3% 3% - 1.34 Peer Average 1.45 5% 5% - 1.38 Weighted Average Cost of Capital Low High Unlevered Beta Cost of Equity 1.30 1.60 Levered Beta 1.30 1.60 Market Risk Premium (3) 6.35% 6.35% Equity Risk Premium 20-Year Treasury Yield (1M Avg.) (4) 8.26% 4.98% 10.16% 4.98% Cost of Equity Equity / Capitalization 13.23% 100% 15.14% 100% Selected Range 13.00% 15.00% Cost of Debt Cost of Debt (5) NM NM Tax Rate - - After-Tax Cost of Debt Debt / Capitalization NM - NM - WACC 13.23% 15.14% Implied Debt / Equity - - Implied Equity Value ($M) $40 $40

23 Legal Disclaimer This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The information contained herein (the “Information”) is confidential. By accepting this Information, you agree that you and your directors, partners, officers, employees, attorney(s), agents and representatives agree to use it for informational purposes only and will not divulge any such Information to any other party. Reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary and a product of Perella Weinberg Partners. The Information contained herein is not an offer to buy or sell or a solicitation of an offer to buy or sell any corporate advisory services or security or to participate in any corporate advisory services or trading strategy. Any decision regarding corporate advisory services or to invest in the investments described herein should be made after, as applicable, reviewing such definitive offering memorandum, conducting such investigations as you deem necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment or service. The information used in preparing these materials may have been obtained from or through you or your representatives or from public sources. Perella Weinberg Partners assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The Firm has no obligation (express or implied) to update any or all of the Information or to advise you of any changes; nor do we make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction.

Exhibit (c)(iii)

Project Puma: Discussion Materials October 28, 2023

2 Overview of Patient Square Capital’s Indication of Interest Valuation & Consideration Patient Square Capital (PSC) has offered to acquire the Company for cash consideration of $2.25 per share(1) ‒ Reflecting a premium to the following: 34% premium to closing price of $1.68 as of 10/27/23 20% premium to 30-Calendar Day VWAP of $1.87 as of 10/27/23 Dissenting shareholders may seek appraisal rights under DGCL §262 Due Diligence & Timing Proposal contingent on execution of the Merger Agreement no later than market open on 10/30/23 Deal Protection No voting agreement from PSC committing to vote its shares in favor of the deal Company subject to no solicitation covenant (“No-Shop”) from signing; Special Committee can change its recommendation in response to a superior proposal but cannot terminate the Merger Agreement to accept a superior proposal (“Force-the-Vote”) Conditions Approval by shareholders holding a majority of the aggregate voting power of the outstanding shares entitled to vote (no “majority of the minority” approval) No Material Adverse Effect at the Company No financing contingency (equity backstop for aggregate merger consideration; if PSC fails to close, Company can seek specific performance or monetary damages for willful and material breach with cap of aggregate merger consideration) Termination Outside date 6 months from the date of signing Company termination fee of [3.0]% of Company equity value $2M expense reimbursement to the Company from PSC if shareholders do not approve the transaction Other Reasonable best efforts covenant to seek regulatory approvals PSC is not willing to sell their shares PSC will not provide additional financial support to the Company should it remain a publicly traded company Options to be subject to 100% acceleration with in-the-money options cashed out at deal price and out-of-the-money options cancelled; RSUs to be converted to cash award (at deal price), subject to continued vesting Source: Bloomberg, FactSet, Patient Square Capital’s Indication of Interest dated 10/27/23; draft Agreement and Plan of Merger dated 10/27/2023 Note: (1) Revised verbal offer received subsequent to offer letter dated 10/27/23

3 Sources: Bloomberg, Management Projections (model received 10/18/23), Patient Square Capital’s Indication of Interest dated 10/27/23 Notes: As of 10/27/23; (1) Revised verbal offer received subsequent to offer letter dated 10/27/23; (2) Revenue estimates per management projections received 10/18/23 Patient Square Capital Bid Progression Bid 1 Bid 2(1) Date Received 10/27/23 10/27/23 Offer Per Share $2.00 $2.25 % Increase from Prior Bid 13% % Premium / (Discount) to: Current ($1.68) 19% 34% 30-Calendar Day VWAP ($1.87) 7% 20% 90-Calendar Day VWAP ($2.27) (12%) (1%) 52-Week Intraday High ($16.80) (88%) (87%) Market Capitalization $42 $47 Enterprise Value ($4) $1 EV / Revenues With Insurance Metric(2) 2023E $35 NM 0.0x 2024E 56 Without Insurance NM 0.0x 2023E $35 NM 0.0x 2024E 30 NM 0.0x

4 What Has Changed Since 10/19/23 Special Committee Meeting? Market Data Market data updated for closing on 10/27/23 Selected Public Company Multiple Ranges Selected public company multiple ranges (EV / 2024E Revenues) updated to reflect current market data as of 10/27/23 With Insurance case range updated to 0.6x – 1.4x (vs. 0.7x – 1.4x prior) Without Insurance case range updated to 0.0x – 1.1x (vs. 0.0x – 1.0x prior) DCF DCF valuation date updated to 10/27/23 Assumed equity financing price of $1.44 (unchanged) now represents discount of 14% to share price of $1.68 as of 10/27/23 (previously a 25% discount to share price of $1.92 as of 10/18/23) and 23% discount to 30-Calendar Day VWAP of $1.87 as of 10/27/23 given share price movement Assumed equity financing sensitivity of $0.96 to $1.92 (unchanged) now represents a 43% discount to 14% premium to the share price of $1.68 as of 10/27/23 (previously a 50% to 0% discount to share price of $1.92 as of 10/18/23) and 49% discount to 3% premium to the 30-Calendar Day VWAP of $1.87 as of 10/27/23 given share price movement

5 Key Financial Assumptions & Sensitivities Sources: Management Projections (model and sensitivities received 10/18/23) Note: (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee With Insurance Case Insurance Penetration Assumes 0.095% penetration rate of 87.3M covered lives resulting in 82,688 units sold through insurance channel – Assumes 131,688 total units sold across all channels in 2028 We have sensitized penetration between 0.046% and 0.180% penetration in 2028 based on Management Guidance Insurance Pricing Tiers Assumes 60% / 20% / 20% of insurance volume occurs at Premium / Mid / Value pricing We have sensitized ASP tiers from 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value pricing Financing Projections imply lowest cash balance of negative $56M in 2026, with first year of positive cash flow in 2027 Assumes $10M required minimum cash, implying $70M required financing(1) at $1.44 (representing a 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23) We have sensitized the financing price from $0.96 to $1.92 (representing a 43% discount to 14% premium to share price of $1.68 as of 10/27/23 and a 49% discount to 3% premium to the 30-calendar day VWAP of $1.87 as of 10/27/23) Without additional financing, the Company expects cash balance to drop below $10M in late Q2 2024 However, securing this amount of financing may be challenging at any price given the Company’s current valuation, market conditions and limited liquidity Without Insurance Case Assumes only 5,000 units sold through insurance channel and 43,000 total units sold across all channels in 2028 Cash balance reaches negative $189M in 2028 with the Company generating negative $42M of free cash flow in 2028 The management team does not believe that cash flow profile of the business would change materially after 2028, suggesting the business would have not have a positive value as a going concern

6 Preliminary Illustrative Puma Financial Analysis Equity Value per Share Notes: As of 10/27/23; Balance sheet data as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service- based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23; Reflects $46M in cash and cash equivalents as of 09/30/23; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; Issuance share price of $1.44 represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; 48.9M shares issued in the capital raise 52-Week High and Low (Intraday) As of 10/27/23 Last 6 Months High and Low (Intraday) As of 10/27/23 EV / 2024E Revenues (With Insurance) 0.6x-1.4x $56M '24E Revenues EV / 2024E Revenues (Without Insurance) 0.0x-1.1x $30M '24E Revenues With Insurance Without Insurance $1.47 $1.47 $3.77 $2.21 $1.95 $16.80 $5.86 $5.69 $3.73 $2.66 $- $5.00 $10.00 $15.00 Sources: Management Projections (model received 10/18/23), Company Filings Price $1.68 Current Patient Square Revised Offer $2.25 $20.00 Selected Public Companies Analysis Discounted Cash Flow Analysis WACC: 13.0%-15.0% Perp. Growth: 3.0%-4.0% Includes dilution from $70M equity issuance; net proceeds assuming issuance at $1.44 per share and 6% underwriting fee(2) Would result in negative implied share price given unlevered FCFs are negative and not expected to become positive $– For Reference Only Historical Prices (1)

7 Market Cap $35 $188 $176 $134 $106 $85 $82 $76 $73(1) '24E Revenue 56 30 43 74 31 334 18 69 96 47 '23E-'25E Rev. CAGR 72% 2% 38% 12% 30% 5% 43% 21% 22% 25% '24E Oper. Loss ($52)(2) ($54)(2) ($15) ($113) ($22) ($48) ($48) ($13) ($51) ($16) Debt / Equity - - - - 7% - - 11% 44% 7% Cash $46(3) $24 $171 $26 $138(4) $95 $18 $155 $15 Cash / '24E Oper. Loss 0.9x 0.9x 1.6x 1.5x 1.2x 2.9x 2.0x 1.4x 3.0x 0.9x Float(5) $6 $99 $117 $113 $95 $55 $72 $43 $59 30-Day ADTV(5) 0.095 0.186 2.130 0.495 1.073 0.162 0.334 0.711 0.123 EV / '24E Revenues 3.9x 3.8x 1.1x NM NM 0.1x NM NM NM 1.4x Median: 1.4x Sources: Management Projections (model received 10/18/23), Company Filings, FactSet Notes: As of 10/27/23; Companies ordered by market capitalization; (1) Pro forma for options and RSUs issued in July 2023; (2) Net of SBC and net of bad debt expense; (3) Balance sheet data as of 09/30/23; (4) Pro forma for acquisition of Physio-Assist; (5) Calculated using each company’s respective share price as of 10/27/23 Preliminary Selected Public Companies Analysis ($ in millions) Mgmt. With Insurance Mgmt. Without Insurance Puma EV / Selected Range '24E Revs Puma - With Insurance 0.6x-1.4x Puma - Without Insurance 0.0x-1.1x

8 Preliminary Discounted Cash Flow Sensitivity: With Insurance Case Equity Value per Share Sources: Management Projections (model and sensitivities received 10/18/23) Notes: As of 10/27/23; All sensitivities assume 14.0% WACC and 3.5% perpetuity growth rate; Assumes $46M in cash and cash equivalents as of 09/30/23 plus net proceeds of equity financing required for minimum cash balance of $10M net of 6% underwriting fee; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23 plus shares issued in connection with an equity financing at $1.44 per share unless otherwise stated; (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; Reflects 0.095% penetration rate and pricing tier of 60% / 20% / 20% Premium / Mid / Value Insurance Penetration Penetration rate of 87.3M covered lives in 2028 With Insurance Case Assumption: 0.095% penetration $0.10 Range: 0.046% to 0.180% penetration $11.09 Insurance Pricing Tiers Percent of insurance units at Premium / Mid / Value pricing With Insurance Case Assumption: 60% / 20% / 20% Premium / Mid / Value $0.20 Range: 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value $2.25 Financing (1) Issuance price of $70M equity offering (net proceeds of $66M assuming 6% underwriting fee) With Insurance Case Assumption: $1.44 issuance price (14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23) Range: $0.96 to $1.92 issuance price (43% discount to 14% premium to share price of $1.68 as of 10/27/23 and 49% discount to 3% premium to the 30-calendar day VWAP of $1.87 as of 10/27/23) 2.73 $1.66 $ $- $3.00 $6.00 $9.00 $12.00 With Insurance DCF Midpoint $2.25 Patient Square Revised Offer $2.25

9 Acquiror Equity Premium to 10/23/22 03/10/23 51.8% 2,903 10% 06/21/22 10/07/22 74.7% 825 143% 143% 05/25/22 11/03/22 74.8% 431 67%(4) 54% 2%(4) (35%)(4) 05/23/22 07/11/22 74.9%(5) 128(6) 50%(7) 22% 20%(7) (43%)(7) 11/12/20 03/29/21 70.6% 584 96% 105% 92% 2% 10/05/20 01/26/21 63.7% 2,914(8) 41%(8) 41%(8) 55%(8) 10%(8) 08/31/20 10/12/20 75.9% 1,900 59% 59% 60% (20%) 08/19/20 12/01/20 57.4% 720 50% 50% 53% (51%) 02/21/20 03/30/20 72.0% 3,695 45%(9) 6% 42%(9) 12%(9) 08/19/19 11/15/19 84.0% 340 8%(10) 15% (12%)(10) (53%)(10) 07/24/19 09/17/19 Sonic Financial Corp. 71.3% 723 42%(11) 4% 36%(11) 8%(11) 06/19/18 07/31/18 56.6% 5,266 29% 29% 40% 25% Mean 69.2% $1,751 57% 43% 43% (16%) Median 72.0% $825 50% 29% 42% (20%) Precedent Minority Squeeze-Out Transactions: Premia Analysis ($ in millions) 50%(3) Ann. Date Close Date Acquiror Target % Ownership Value Unaffected 1-Day(1) 30-D VWAP 52W High 60%(2) 20%(2) 12/12/22 02/21/23 72.4% $2,339 24% (54%)(2) 49%(3) 12%(3) 99% (21%) Sources: Bloomberg, Company Filings, Dealogic, Press Releases Notes: As of 10/27/23, Includes selected announced minority squeeze-outs with publicly listed targets, deal value (value of the remaining ownership stake acquired) greater than $10M, initial stake pre-transaction of >50% and target nationality in the United States; Excludes transactions that do not have a definitive merger agreement executed; (1) 1-day prior to transaction announcement; (2) Based on 10/24/22, the last trading day closing prior to public announcement on 10/25/22 of proposal received 10/24/22; (3) Based on 09/30/22, the last trading day closing prior to public announcement on 10/02/22 of proposal dated 09/30/22; (4) Based on 09/24/21, last trading day closing prior to public announcement of letter from Axar describing interest in pursuing strategic alternatives with the company on 09/27/21; (5) As disclosed by Entasis assuming Innoviva exercised all of its warrants; (6) $113M publicly announced equity value excludes 10.1M in-the money convertible-related shares convertible at $1.48 per share and 10.1M convertible related warrants struck at $1.48; (7) Based on 01/31/22, the last trading day closing prior to Innoviva’s original bid becoming public; (8) Equity value and premia based on cash offer price per share of $73.26; (9) Based on 11/26/19, the last trading day closing prior to announcement of Kyocera’s initial proposal on 11/27/19; (10) Based on 06/21/19, the last trading day closing prior to public announcement of formation of Special Committee to evaluate strategic alternatives on 06/24/19; (11) Based on 04/23/19, the last trading day closing before public announcement on 04/24/19 of initial proposal received 04/23/19 For Reference Only

10 Precedent Minority Squeeze-Out Transactions: Bid Progression 12/12/22 49 5 29% 7% 10/23/22 23 5 19% 4% 06/21/22 48 3 17% 8% 10/05/20 on 10/25/22 of proposal received 10/24/22; (3) Based on 09/30/22, the last trading day closing prior to public announcement on 10/02/22 of proposal dated 09/30/22; (4) Excludes process from May 2020 to September 2020 where 2 bids were received, but the parties were unable to reach an agreement; On 09/08/20, StoneMor announced that Axar withdrew its offer after it was unable to reach an agreement with StoneMor’s special committee; (5) Based on 09/24/21, last trading day closing prior to public announcement of letter from Axar describing interest in pursuing strategic alternatives with the company on 09/27/21; (6) Based on 01/31/22, the last trading day closing prior to Innoviva’s original bid becoming public; (7) Reflects process in October 2020 only; Excludes prior process from August 2019 to September 2019 where 6 total bids were received, but the parties were unable to reach an agreement; On 10/14/19, BridgeBio stated in a press release that it was no longer pursuing an acquisition of the minority shares of Eidos and the Eidos special committee was dissolved; (8) Based on 11/26/19, the last trading day closing prior to announcement of Kyocera’s initial proposal on 11/27/19; (9) Based on 06/21/19, the last trading day closing prior to public announcement of formation of Special Committee to evaluate strategic alternatives on 06/24/19; (10) Based on 04/23/19, the last trading day closing before public announcement on 04/24/19 of initial proposal received 04/23/19 24%(2) 60% (2) 27%(3) 50% (3) 66% 143% 08/31/20 12 4 13% 4% 42% 59% 08/19/20 44 3 23% 11% 24% 50% 02/21/20 86 4 12% 4% 30%(8) 45% (8) 08/19/19 14 1 NA NA (9) 8% (9) 8% 07/24/19 Sonic Financial Corp. 92 3 10% 5% 29%(10) 42%(10) 06/19/18 4 4 3% 1% 30% 29% Mean 47 4 18% 6% 32% 57% Median 44 4 18% 6% 29% 50% Sources: Company Filings, Dealogic, Press Releases Notes: As of 10/27/23, Includes selected announced minority squeeze-outs with publicly listed targets, deal value (value of the remaining ownership stake acquired) greater than $10M, initial stake pre-transaction of >50% and target nationality in the United States; Excludes transactions that do not have a definitive merger agreement executed; (1) Based on the last trading day prior to receiving initial bid unless noted otherwise; (2) Based on 10/24/22, the last trading day closing prior to public announcement For Reference Only 4 (7) 3 (7) 19%(7) 6%(7) 18%(7) 41% (7) 05/25/22 (4) 115 (4) 3 (4) 17% (4) 8% (4)(5) 44% (4)(5) 67% 05/23/22 111 3 22% 11% 22%(6) 50% (6) 11/12/20 6 6 30% 5% 55% 96% First Bid to Bid Increase (%) Premium (%) Ann. Date Acquiror Target Ann. (Days) # of Bids Total Average Initial Bid(1) Final Bid

11 Analysis at Various Prices Management Cases – With and Without Insurance ($ in millions, except per share) Sources: Management Projections (model received 10/18/23), Bloomberg, Company Filings Notes: As of 10/27/23; Reflects $46M in cash and cash equivalents as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23; Excludes impact from any potential financing; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) Reflects consideration paid by PSC for transaction excluding portion of shares owned by PSC (15.8M shares held as of 10/18/23); (3) Multiples reflected as “NM” if enterprise value is negative Puma Current At Offer Price of Offer Per Share $1.68 $2.00 $2.25 $2.35 $2.45 $2.55 $2.65 $2.75 $2.85 $2.95 $3.05 % Premium / (Discount) to: Current ($1.68) 19% 34% 40% 46% 52% 58% 64% 70% 76% 82% 30-Calendar Day VWAP ($1.87) 7% 20% 26% 31% 36% 42% 47% 52% 58% 63% 90-Calendar Day VWAP ($2.27) (12%) (1%) 4% 8% 12% 17% 21% 26% 30% 34% 52-Week Intraday High ($16.80) (1) (88%) (87%) (86%) (85%) (85%) (84%) (84%) (83%) (82%) (82%) Market Capitalization $35 $42 $47 $49 $51 $53 $55 $57 $59 $61 $64 Less: Cash & Investments (46) (46) (46) (46) (46) (46) (46) (46) (46) (46) (46) Enterprise Value ($11) ($4) $1 $3 $5 $7 $9 $11 $13 $15 $18 Cash Consideration Paid by PSC(2) $10 $11 $12 $12 $13 $13 $14 $14 $15 $15 EV / Revenues With Insurance Metric 2023E $35 NM (3) NM (3) 0.0x 0.1x 0.1x 0.2x 0.3x 0.3x 0.4x 0.4x 0.5x 2024E 56 NM (3) NM (3) 0.0x 0.1x 0.1x 0.1x 0.2x 0.2x 0.2x 0.3x 0.3x Without Insurance 2023E $35 NM (3) NM (3) 0.0x 0.1x 0.1x 0.2x 0.3x 0.3x 0.4x 0.4x 0.5x 2024E 30 NM (3) NM (3) 0.0x 0.1x 0.2x 0.2x 0.3x 0.4x 0.4x 0.5x 0.6x For Reference Only

Appendix

13 Notes: As of 10/27/23; (1) Represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; (2) Operating income net of SBC and net of bad debt expense; (3) Assumes SBC is treated as a cash expense for DCF valuation; (4) $70M gross equity issuance (net of 6% financing fee) targeting minimum cash balance of $10M through projected period; Issuance share price of $1.44 represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; (5) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23 Preliminary Discounted Cash Flow Analysis With Insurance Case | Assumes $70M Equity Issuance at $1.44 per Share(1) ($ in millions, except per share) Unlevered Free Cash Flows Terminal 4Q23E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2033E Total Revenues % Growth $8 (39.3%) $56 61.1% $103 83.5% $143 39.2% $178 24.1% $204 14.7% $222 9.2% $250 12.7% $273 8.9% $294 7.7% $314 6.7% $314 3.5% ($15) ($52) ($36) ($17) ($2) $7 $13 $24 $32 $39 $46 $46 (196.2%) (92.3%) (34.6%) (11.7%) (0.9%) 3.7% 6.0% 9.6% 11.7% 13.3% 14.6% % Margin Taxes Tax Rate - - - - - - - - - - - - - - - - - - - - - - 14.6% (11) 25.0% NOPAT Depreciation Capex Change in Working Capital ($15) 1 (0) (1) ($52) 5 (2) (3) ($36) 3 (2) (3) ($17) 3 (2) (0) ($2) 3 (2) (0) $7 3 (3) (0) $13 3 (3) (0) $24 3 (3) 0 $32 3 (4) 0 $39 4 (4) (0) $46 4 (4) (0) $34 4 (4) (1) ($15) ($53) ($37) $7 $13 $24 $32 $39 $46 $34 Implied Price Per Share PV Projected Period (14.0% WACC) PV Terminal Value (3.5% Perp. Growth) ($49) 93 Enterprise Value $45 Plus: Cash & Equivalents as of 09/30/23 Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Equity Value Per Share $2.25 Current Share Price % Premium to Current $1.68 33.8% Sources: Management Projections (model received 10/18/23), Company Filings 46 66(4) $157 20.8 (5) 48.9 (4) 69.8 ($16) ($2) Implied Equity Value Per Share WACC Perp. Growth 13.0% 14.0% 15.0% 3.0% 3.5% 4.0% $2.48 2.56 2.66 $2.18 2.25 2.32 $1.95 1.99 2.05 Operating Income (Post-SBC) (2) Unlevered Free Cash Flows(3)

14 Total Revenues $8 $30 $36 $41 $46 $50 % Growth (39.3%) (14.1%) 21.4% 13.3% 11.6% 9.9% Operating Income (Post-SBC)(1) ($15) ($54) ($52) ($49) ($48) ($47) % Margin (196.2%) (180.6%) (142.3%) (119.5%) (104.0%) (94.1%) Taxes - - - - - - Tax Rate - - - - - - NOPAT ($15) ($54) ($52) ($49) ($48) ($47) Depreciation 1 4 3 3 3 3 Capex (0) (2) (2) (2) (2) (3) Change in Working Capital (1) (4) (1) 0 0 0 Unlevered Free Cash Flows(2) ($15) ($56) ($51) ($48) ($47) ($47) Unlevered Free Cash Flows 4Q23E 2024E 2025E 2026E 2027E 2028E Preliminary Discounted Cash Flow Analysis Without Insurance Case ($ in millions, except per share) Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Implied Price Per Share (3) PV Projected Period (14.0% WACC) ($195) PV Terminal Value - Enterprise Value ($195) Plus: Cash & Equivalents as of 09/30/23 46 Equity Value Per Share 20.8 (6) - (4) 20.8 $- (5) - (4) $- (5) Implied Equity Value Per Share Perp. Growth WACC 13.0% 14.0% 15.0% NA $-(5) Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/27/23; Assumes terminal year of 2028E with no terminal value thereafter; (1) Operating income net of SBC and net of bad debt expense; (2) Assumes SBC is treated as a cash expense for DCF valuation; (3) Excludes salvage value, if any; (4) Assumes no equity issuance occurs in Without Insurance Case; (5) Assumes equity value cannot be less than zero; (6) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/18/23, 0.1M restricted stock units, 1.7M service-based stock options with a weighted average exercise price of $3.31, 0.3M service-based stock options with a weighted average exercise price of $55.35 and 0.7M market-based stock options outstanding with a weighted average exercise price of $3.31 as of 09/30/23

15 Illustrative Weighted Average Cost of Capital Analysis ($ in millions) Sources: Company Filings, Barra, Kroll, FactSet Notes: As of 10/27/23; Companies ordered by market capitalization; (1) Predicted Barra beta; (2) Marginal tax rate for companies without earnings assumed to be 0%; (3) Kroll’s supply-side long-term expected equity risk premium; (4) Last 30 calendar days average of 20-year treasury yield as of 10/27/23; (5) Cost of debt not applicable given 0% debt / capitalization assumption Stereotaxis 0.85 - $188 - - - 0.85 Butterfly Network 2.09 - 176 - - - 2.09 ClearPoint Neuro 1.66 $10 134 7% 7% - 1.54 Inogen 1.52 - 106 - - - 1.52 Hyperfine 1.47 - 85 - - - 1.47 Apyx Medical 1.58 $9 82 11% 10% - 1.42 Sight Sciences 1.44 $34 76 44% 31% - 1.00 Cytosorbents 1.37 $5 73 7% 6% - 1.28 Peer Median 1.49 3% 3% - 1.44 Peer Average 1.50 9% 7% - 1.40 Company Beta & Capital Structure Overview Weighted Average Cost of Capital Levered Gross Equity Debt / Debt / Marginal Unlevered Low High Company Beta (1) Debt Value Equity Cap. Tax Rate (2) Beta Unlevered Beta 1.30 1.60 Puma 1.57 - $35 - - - 1.57 Cost of Equity Peer Beta & Capital Structure Overview Levered Beta 1.30 1.60 Levered Gross Equity Debt / Debt / Marginal Unlevered Market Risk Premium (3) 6.35% 6.35% Company Beta (1) Debt Value Equity Cap. Tax Rate (2) Beta Equity Risk Premium 8.26% 10.16% 20-Year Treasury Yield (1M Avg.) (4) 5.12% 5.12% Cost of Equity Equity / Capitalization 13.37% 100% 15.28% 100% Selected Range 13.00% 15.00% Cost of Debt Cost of Debt (5) NM NM Tax Rate - - After-Tax Cost of Debt Debt / Capitalization NM - NM - WACC 13.37% 15.28% Implied Debt / Equity - - Implied Equity Value ($M) $35 $35

16 Legal Disclaimer This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The information contained herein (the “Information”) is confidential. By accepting this Information, you agree that you and your directors, partners, officers, employees, attorney(s), agents and representatives agree to use it for informational purposes only and will not divulge any such Information to any other party. Reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary and a product of Perella Weinberg Partners. The Information contained herein is not an offer to buy or sell or a solicitation of an offer to buy or sell any corporate advisory services or security or to participate in any corporate advisory services or trading strategy. Any decision regarding corporate advisory services or to invest in the investments described herein should be made after, as applicable, reviewing such definitive offering memorandum, conducting such investigations as you deem necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment or service. The information used in preparing these materials may have been obtained from or through you or your representatives or from public sources. Perella Weinberg Partners assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The Firm has no obligation (express or implied) to update any or all of the Information or to advise you of any changes; nor do we make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction.

Exhibit (c)(iv)

Project Puma: Discussion Materials October 29, 2023

2 Overview of Patient Square Capital’s Offer and Key Merger Agreement Terms Valuation & Consideration Patient Square Capital (PSC) has offered to acquire the Company for cash consideration of $2.55 per share (1) ‒ Reflecting a premium to the following: 52% premium to closing price of $1.68 as of 10/27/23 36% premium to 30-Calendar Day VWAP of $1.87 as of 10/27/23 Dissenting shareholders may seek appraisal rights under DGCL §262 Due Diligence & Timing Proposal contingent on execution of the Merger Agreement no later than market open on 10/30/23 Deal Protection Voting agreement from PSC committing to vote its shares in favor of the deal Company subject to no solicitation covenant (“No-Shop”) from signing Right of Special Committee to terminate the Merger Agreement in order to accept a superior proposal (i.e., no “Force-the-Vote”) Conditions Approval by shareholders holding a majority of the aggregate voting power of the outstanding shares entitled to vote (no “majority of the minority” approval) No Material Adverse Effect at the Company No financing contingency (equity backstop for aggregate merger consideration; if PSC fails to close, Company can seek specific performance or monetary damages for willful and material breach with cap of aggregate merger consideration) Termination Outside date 6 months from the date of signing Company termination fee of 2.0% of fully diluted equity value of the Company $2M expense reimbursement to the Company from PSC if shareholders do not approve the transaction Other Reasonable best efforts covenant to seek regulatory approvals PSC is not willing to sell their shares PSC will not provide additional financial support to the Company should it remain a publicly traded company Options to be subject to 100% acceleration with in-the-money options cashed out at deal price and out-of-the-money options cancelled; RSUs to be converted to cash award (at deal price), subject to continued vesting Source: Bloomberg, FactSet, Patient Square Capital’s Indication of Interest dated 10/27/23; Draft Agreement and Plan of Merger dated 10/29/23 Note: (1) Revised verbal offer received on 10/28/23

3 Patient Square Capital Bid Progression Sources: Bloomberg, Management Projections (model received 10/18/23), Patient Square Capital’s Indication of Interest dated 10/27/23 Notes: As of 10/27/23; Reflects $46M in cash and cash equivalents as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/26/23, 2.6M stock options outstanding with a weighted average exercise price of $8.47 as of 10/26/23 and 0.1M restricted stock units outstanding as of 10/26/23; Excludes impact from any potential financing; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) Revised verbal offer received subsequent to offer letter dated 10/27/23; (3) Revised verbal offer received on 10/28/23; (4) After receiving Puma’s counter at $2.60 per share, PSC verbally communicated their offer of $2.55 per share (PSC Bid #3) remained unchanged; (5) As compared to PSC Bid #2; (6) As compared to PSC Bid #3; (7) Revenue estimates per management projections received 10/18/23; (8) Multiples reflected as “NM” if enterprise value is negative PSC Bid #1 PSC Bid #2 (2) Puma Counter #1 PSC Bid #3 (3) Puma Counter #2 PSC Final Offer (4) Without Insurance 2023E 2024E $35 30 NM NM 0.0x 0.0x 0.4x 0.4x 0.2x 0.2x 0.2x 0.3x 0.2x 0.2x (8) Date 10/27/23 10/27/23 10/28/23 10/28/23 10/28/23 10/28/23 Offer Per Share $2.00 $2.25 $2.85 $2.55 $2.60 $2.55 % Increase from Prior PSC Bid 13% 27% (5) 13% (5) 2% (6) -% (6) % Increase from PSC Bid #1 13% 43% 28% 30% 28% % Premium / (Discount) to: Current ($1.68) 19% 34% 70% 52% 55% 52% 30-Calendar Day VWAP ($1.87) 7% 20% 52% 36% 39% 36% 60-Calendar Day VWAP ($1.99) 1% 13% 43% 28% 31% 28% 90-Calendar Day VWAP ($2.27) (12%) (1%) 26% 12% 15% 12% 52-Week Intraday High ($16.80)(1) (88%) (87%) (83%) (85%) (85%) (85%) Market Capitalization $42 $47 $59 $53 $54 $53 Enterprise Value ($4) $1 $13 $7 $8 $7 EV / Revenues With Insurance Metric (7) (8) 2023E $35 NM 0.0x 0.4x 0.2x 0.2x 0.2x 2024E 56 NM 0.0x 0.2x 0.1x 0.1x 0.1x (8) (8)

5 Key Financial Assumptions & Sensitivities Sources: Management Projections (model and sensitivities received 10/18/23) Note: (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee With Insurance Case Insurance Penetration Assumes 0.095% penetration rate of 87.3M covered lives resulting in 82,688 units sold through insurance channel – Assumes 131,688 total units sold across all channels in 2028 We have sensitized penetration between 0.046% and 0.180% penetration in 2028 based on Management Guidance Insurance Pricing Tiers Assumes 60% / 20% / 20% of insurance volume occurs at Premium / Mid / Value pricing We have sensitized ASP tiers from 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value pricing Financing Projections imply lowest cash balance of negative $56M in 2026, with first year of positive cash flow in 2027 Assumes $10M required minimum cash, implying $70M required financing(1) at $1.44 (representing a 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23) We have sensitized the financing price from $0.96 to $1.92 (representing a 43% discount to 14% premium to share price of $1.68 as of 10/27/23 and a 49% discount to 3% premium to the 30-calendar day VWAP of $1.87 as of 10/27/23) Without additional financing, the Company expects cash balance to drop below $10M in late Q2 2024 However, securing this amount of financing may be challenging at any price given the Company’s current valuation, market conditions and limited liquidity Without Insurance Case Assumes only 5,000 units sold through insurance channel and 43,000 total units sold across all channels in 2028 Cash balance reaches negative $189M in 2028 with the Company generating negative $42M of free cash flow in 2028 The management team does not believe that cash flow profile of the business would change materially after 2028, suggesting th e business would have not have a positive value as a going concern

6 Puma Financial Analysis Equity Value per Share Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/27/23; Balance sheet data as of 09/30/23; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/26/23, 2.6M stock options outstanding with a weighted average exercise price of $8.47 as of 10/26/23 and 0.1M restricted stock units outstanding as of 10/26/23; Reflects $46M in cash and cash equivalents as of 09/30/23; (1) Historical share price adjusted for 1-for-20 reverse stock split enacted on 01/18/23; (2) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; Issuance share price of $1.44 represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; 48.9M shares issued in the capital raise 52-Week High and Low (Intraday) As of 10/27/23 Last 6 Months High and Low (Intraday) As of 10/27/23 EV / 2024E Revenues (With Insurance) 0.6x-1.4x $56M '24E Revenues EV / 2024E Revenues (Without Insurance) 0.0x-1.1x $30M '24E Revenues With Insurance Without Insurance $1.47 $1.47 $3.77 $2.21 $1.95 $16.80 $5.86 $5.69 $3.73 $2.66 Price $1.68 Current Patient Square Final Offer $2.55 $- $5.00 $10.00 $15.00 $20.00 Historical Prices Selected Public Companies Analysis Discounted Cash Flow Analysis WACC: 13.0%-15.0% Perp. Growth: 3.0%-4.0% Includes dilution from $70M equity issuance; net proceeds assuming issuance at $1.44 per share and 6% underwriting fee(2) Would result in negative implied share price given unlevered FCFs are negative and not expected to become positive $– For Reference Only (1)

7 Market Cap $35 $188 $176 $134 $106 $85 $82 $76 $73(1) '24E Revenue 56 30 43 74 31 334 18 69 96 47 '23E-'25E Rev. CAGR 72% 2% 38% 12% 30% 5% 43% 21% 22% 25% '24E Oper. Loss ($52)(2) ($54)(2) ($15) ($113) ($22) ($48) ($48) ($13) ($51) ($16) Debt / Equity - - - - 7% - - 11% 44% 7% Cash $46(3) $24 $171 $26 $138(4) $95 $18 $155 $15 Cash / '24E Oper. Loss 0.9x 0.9x 1.6x 1.5x 1.2x 2.9x 2.0x 1.4x 3.0x 0.9x Float(5) $6 $99 $117 $113 $95 $55 $72 $43 $59 30-Day ADTV(5) 0.095 0.186 2.130 0.495 1.073 0.162 0.334 0.711 0.123 EV / '24E Revenues 3.9x 3.8x 1.1x NM NM 0.1x NM NM NM Median: 1.4x 1.4x Sources: Management Projections (model received 10/18/23), Company Filings, FactSet Notes: As of 10/27/23; Companies ordered by market capitalization; (1) Pro forma for options and RSUs issued in July 2023; (2) Net of SBC and net of bad debt expense; (3) Balance sheet data as of 09/30/23; (4) Pro forma for acquisition of Physio-Assist; (5) Calculated using each company’s respective share price as of 10/27/23 Selected Public Companies Analysis ($ in millions) Mgmt. With Insurance Mgmt. Without Insurance Puma EV / Selected Range '24E Revs Puma - With Insurance 0.6x-1.4x Puma - Without Insurance 0.0x-1.1x 3 of the 8 selected public companies have negative enterprise values and were excluded from the median

8 Discounted Cash Flow Sensitivity: With Insurance Case Equity Value per Share Sources: Management Projections (model and sensitivities received 10/18/23) Notes: As of 10/27/23; All sensitivities assume 14.0% WACC and 3.5% perpetuity growth rate; Assumes $46M in cash and cash equivalents as of 09/30/23 plus net proceeds of equity financing required for minimum cash balance of $10M net of 6% underwriting fee; Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/26/23, 2.6M stock options outstanding with a weighted average exercise price of $8.47 as of 10/26/23 and 0.1M restricted stock units outstanding as of 10/26/23, plus shares issued in connection with an equity financing at $1.44 per share unless otherwise stated; (1) $70M equity issuance sized based on negative $56M 2026E cash balance before financing and required minimum cash of $10M net of 6% underwriting fee; Reflects 0.095% penetration rate and pricing tier of 60% / 20% / 20% Premium / Mid / Value Insurance Penetration Penetration rate of 87.3M covered lives in 2028 With Insurance Case Assumption: 0.095% penetration $0.10 Range: 0.046% to 0.180% penetration $11.09 Insurance Pricing Tiers Percent of insurance units at Premium / Mid / Value pricing With Insurance Case Assumption: 60% / 20% / 20% Premium / Mid / Value $0.20 Range: 20% / 20% / 60% to 60% / 20% / 20% Premium / Mid / Value $ 2.25 Financing(1) Issuance price of $70M equity offering (net proceeds of $66M assuming 6% underwriting fee) With Insurance Case Assumption: $1.44 issuance price (14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23) Range: $0.96 to $1.92 issuance price (43% discount to 14% premium to share price of $1.68 as of 10/27/23 and 49% discount to 3% premium to the 30-calendar day VWAP of $1.87 as of 10/27/23) 2.73 $1.66 $ $- $3.00 $6.00 $9.00 $12.00 DCF Midpoint $2.25 With Insurance Patient Square Final Offer $2.55

Appendix

10 Notes: As of 10/27/23; (1) Represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; (2) Operating income net of SBC and net of bad debt expense; (3) Assumes SBC is treated as a cash expense for DCF valuation; (4) $70M gross equity issuance (net of 6% financing fee) targeting minimum cash balance of $10M through projected period; Issuance share price of $1.44 represents 14% discount to share price of $1.68 as of 10/27/23 and 23% discount to the 30-calendar day VWAP of $1.87 as of 10/27/23; (5) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/26/23, 2.6M stock options outstanding with a weighted average exercise price of $8.47 as of 10/26/23 and 0.1M restricted stock units outstanding as of 10/26/23 Discounted Cash Flow Analysis With Insurance Case | Assumes $70M Equity Issuance at $1.44 per Share(1) ($ in millions, except per share) Unlevered Free Cash Flows Terminal 4Q23E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2033E Total Revenues % Growth $8 (39.3%) $56 61.1% $103 83.5% $143 39.2% $178 24.1% $204 14.7% $222 9.2% $250 12.7% $273 8.9% $294 7.7% $314 6.7% $314 3.5% ($15) ($52) ($36) ($17) ($2) $7 $13 $24 $32 $39 $46 $46 (196.2%) (92.3%) (34.6%) (11.7%) (0.9%) 3.7% 6.0% 9.6% 11.7% 13.3% 14.6% % Margin Taxes Tax Rate - - - - - - - - - - - - - - - - - - - - - - 14.6% (11) 25.0% NOPAT Depreciation Capex Change in Working Capital ($15) 1 (0) (1) ($52) 5 (2) (3) ($36) 3 (2) (3) ($17) 3 (2) (0) ($2) 3 (2) (0) $7 3 (3) (0) $13 3 (3) (0) $24 3 (3) 0 $32 3 (4) 0 $39 4 (4) (0) $46 4 (4) (0) $34 4 (4) (1) ($15) ($53) ($37) $7 $13 $24 $32 $39 $46 $34 Implied Price Per Share PV Projected Period (14.0% WACC) PV Terminal Value (3.5% Perp. Growth) ($49) 93 Enterprise Value $45 Plus: Cash & Equivalents as of 09/30/23 Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Equity Value Per Share $2.25 Current Share Price % Premium to Current $1.68 33.8% Sources: Management Projections (model received 10/18/23), Company Filings 46 66(4) $157 20.8 (5) 48.9 (4) 69.8 ($16) ($2) Implied Equity Value Per Share WACC Perp. Growth 13.0% 14.0% 15.0% 3.0% 3.5% 4.0% $2.48 2.56 2.66 $2.18 2.25 2.32 $1.95 1.99 2.05 Operating Income (Post-SBC) (2) Unlevered Free Cash Flows(3)

11 Total Revenues $8 $30 $36 $41 $46 $50 % Growth (39.3%) (14.1%) 21.4% 13.3% 11.6% 9.9% Operating Income (Post-SBC)(1) ($15) ($54) ($52) ($49) ($48) ($47) % Margin (196.2%) (180.6%) (142.3%) (119.5%) (104.0%) (94.1%) Taxes - - - - - - Tax Rate - - - - - - NOPAT ($15) ($54) ($52) ($49) ($48) ($47) Depreciation 1 4 3 3 3 3 Capex (0) (2) (2) (2) (2) (3) Change in Working Capital (1) (4) (1) 0 0 0 Unlevered Free Cash Flows(2) ($15) ($56) ($51) ($48) ($47) ($47) Unlevered Free Cash Flows 4Q23E 2024E 2025E 2026E 2027E 2028E Discounted Cash Flow Analysis Without Insurance Case ($ in millions, except per share) Plus: Cash from Equity Issuance Equity Value Diluted Shares Outstanding Incremental BSO from Financing Pro Forma Diluted Shares Outstanding Implied Price Per Share (3) PV Projected Period (14.0% WACC) ($195) PV Terminal Value - Enterprise Value ($195) Plus: Cash & Equivalents as of 09/30/23 46 Equity Value Per Share 20.8 (6) - (4) 20.8 $- (5) - (4) $- (5) Implied Equity Value Per Share Perp. Growth WACC 13.0% 14.0% 15.0% NA $-(5) Sources: Management Projections (model received 10/18/23), Company Filings Notes: As of 10/27/23; Assumes terminal year of 2028E with no terminal value thereafter; (1) Operating income net of SBC and net of bad debt expense; (2) Assumes SBC is treated as a cash expense for DCF valuation; (3) Excludes salvage value, if any; (4) Assumes no equity issuance occurs in Without Insurance Case; (5) Assumes equity value cannot be less than zero; (6) Net diluted shares outstanding calculated based on 20.8M basic shares outstanding as of 10/26/23, 2.6M stock options outstanding with a weighted average exercise price of $8.47 as of 10/26/23 and 0.1M restricted stock units outstanding as of 10/26/23

12 Illustrative Weighted Average Cost of Capital Analysis ($ in millions) Sources: Company Filings, Barra, Kroll, FactSet Notes: As of 10/27/23; Companies ordered by market capitalization; (1) Predicted Barra beta; (2) Marginal tax rate for companies without earnings assumed to be 0%; (3) Kroll’s supply-side long-term expected equity risk premium; (4) Last 30 calendar days average of 20-year treasury yield as of 10/27/23; (5) Cost of debt not applicable given 0% debt / capitalization assumption Company Beta & Capital Structure Overview Levered Gross Equity Debt / Debt / Marginal Unlevered Company Beta (1) Debt Value Equity Cap. Tax Rate (2) Beta Puma 1.57 - $35 - - - 1.57 Peer Beta & Capital Structure Overview Company Gross Debt Equity Value Debt / Equity Debt / Cap. Unlevered Beta Levered Beta (1) Marginal Tax Rate (2) Stereotaxis 0.85 - $188 - - - 0.85 Butterfly Network 2.09 - 176 - - - 2.09 ClearPoint Neuro 1.66 $10 134 7% 7% - 1.54 Inogen 1.52 - 106 - - - 1.52 Hyperfine 1.47 - 85 - - - 1.47 Apyx Medical 1.58 $9 82 11% 10% - 1.42 Sight Sciences 1.44 $34 76 44% 31% - 1.00 Cytosorbents 1.37 $5 73 7% 6% - 1.28 Peer Median 1.49 3% 3% - 1.44 Peer Average 1.50 9% 7% - 1.40 Weighted Average Cost of Capital Low High Unlevered Beta Cost of Equity 1.30 1.60 Levered Beta 1.30 1.60 Market Risk Premium (3) 6.35% 6.35% Equity Risk Premium 20-Year Treasury Yield (1M Avg.) (4) 8.26% 5.12% 10.16% 5.12% Cost of Equity Equity / Capitalization 13.37% 100% 15.28% 100% Selected Range 13.00% 15.00% Cost of Debt Cost of Debt (5) NM NM Tax Rate - - After-Tax Cost of Debt Debt / Capitalization NM - NM - WACC 13.37% 15.28% Implied Debt / Equity - - Implied Equity Value ($M) $35 $35

13 Legal Disclaimer This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The information contained herein (the “Information”) is confidential. By accepting this Information, you agree that you and your directors, partners, officers, employees, attorney(s), agents and representatives agree to use it for informational purposes only and will not divulge any such Information to any other party. Reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary and a product of Perella Weinberg Partners. The Information contained herein is not an offer to buy or sell or a solicitation of an offer to buy or sell any corporate advisory services or security or to participate in any corporate advisory services or trading strategy. Any decision regarding corporate advisory services or to invest in the investments described herein should be made after, as applicable, reviewing such definitive offering memorandum, conducting such investigations as you deem necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment or service. The information used in preparing these materials may have been obtained from or through you or your representatives or from public sources. Perella Weinberg Partners assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and/or forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The Firm has no obligation (express or implied) to update any or all of the Information or to advise you of any changes; nor do we make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction.

Exhibit 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Form Type)

Eargo, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

	Transaction valuation			Fee Rate		Amount of Filing Fee
Fees to be Paid	$	12,808,583.70	⁽¹⁾		0.00014760	$	1,890.55	⁽²⁾
Fees Previously Paid	$	0				$	0	⁽³⁾
Total Transaction Valuation	$	53,152,896.15
Total Fees Due for Filing						$	0
Total Fees Previously Paid						$	0
Total Fee Offsets						$	1,890.55
Net Fee Due						$	0

Table 2: Fee Offset Claims and Sources

Registrant

Filer Name

Form or

Filing Type

File Number

Initial

Filing Date

Fee Offset

Claimed

Fee Paid with

Fee Offset

Source

Fee Offset Claims

PREM 14A

001-39616

November 21, 2023

1,890.55

Fee Offset Sources

Eargo, Inc.

PREM 14A

001-39616

November 21, 2023

1,890.55

⁽³⁾

(1)

For purposes of calculating the fee only, this amount is based upon the aggregate number of shares of common stock to which this transaction applies, which is 5,022,974 shares, which consists of (a) 4,941,090 shares of common stock, par value $0.0001 per share, entitled to receive the per share merger consideration of $2.55 and (b) 81,884 shares of common stock underlying Company restricted stock unit awards entitled to receive the per share merger consideration of $2.55 in the form of a cash replacement award.

(2)

The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1), was calculated based on the sum of (a) the product of 4,941,090 shares of common stock and the per share merger consideration of $2.55 and (b) the product of 81,884 shares of common stock underlying Company restricted stock unit awards and the per share merger consideration of $2.55. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00014760.

(3)

The Company previously paid $1,890.55 upon the filing of its Preliminary Proxy Statement on Schedule 14A on November 21, 2023 in connection with the transaction reported hereby.

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