Envoy Medical Announces Closing of $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH), a hearing health company, has closed its previously announced registered direct offering, raising $2.5 million through the sale of 1,908,402 shares of Class A common stock at $1.31 per share.

The company also conducted a concurrent private placement of unregistered warrants to purchase up to 5,725,206 shares at an exercise price of $1.31 per share. If fully exercised, these warrants could provide additional gross proceeds of $7.5 million. The warrants will be exercisable after stockholder approval and expire 24 months thereafter.

H.C. Wainwright & Co. served as the exclusive placement agent, and Envoy Medical plans to use the net proceeds for working capital and general corporate purposes.

Positive

• Secured immediate funding of $2.5 million through stock offering
• Potential for additional $7.5 million through warrant exercises
• Offering priced at-the-market under Nasdaq rules

Negative

• Significant dilution through issuance of 1.9M new shares
• Additional potential dilution of 5.7M shares through warrants
• Warrant exercise contingent on stockholder approval

Insights

Financial Analyst

Envoy Medical raised $2.5M through stock offering with potential for additional $7.5M from warrants, improving near-term liquidity for operations.

Envoy Medical has closed a $2.5 million registered direct offering priced at-the-market, selling 1,908,402 shares at $1.31 per share. The transaction included a concurrent private placement of unregistered warrants to purchase up to 5,725,206 additional shares at the same $1.31 exercise price. These warrants could potentially bring in an additional $7.5 million if fully exercised following stockholder approval.

This financing structure is particularly dilutive given the company's current situation. The warrant coverage is extremely high at 300% (warrants for 5.7M shares versus 1.9M shares sold), indicating the company needed significant incentives to attract capital. The at-market pricing suggests limited investor premium for this hearing technology company.

The immediate capital will bolster working capital, extending Envoy's operational runway in the short term. However, the $2.5 million raise (before deducting placement fees and expenses) represents a relatively modest sum that may not sustain operations for an extended period, depending on the company's burn rate.

The contingent nature of the additional $7.5 million from warrant exercises creates uncertainty, as the company itself acknowledges it "cannot predict when or if the unregistered warrants will be exercised." The need for separate stockholder approval before warrant exercise adds another layer of uncertainty to this potential future funding.

H.C. Wainwright & Co. served as the exclusive placement agent, typical for smaller healthcare offerings of this nature, though placement fees will reduce the net proceeds available to the company.

White Bear Lake, Minnesota--(Newsfile Corp. - September 25, 2025) - Envoy Medical® Inc. (NASDAQ: COCH) ("Envoy Medical"), a hearing health company focused on developing innovative, fully implanted hearing solutions, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules of 1,908,402 shares of its Class A common stock at a purchase price of $1.31 per share of Class A common stock. In addition, in a concurrent private placement, Envoy Medical issued and sold unregistered warrants to purchase up to 5,725,206 shares of Class A common stock. The unregistered warrants have an exercise price of $1.31 per share of Class A common stock, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Class A common stock upon exercise of the unregistered warrants (the "Stockholder Approval") and will expire twenty-four months following the date of the Stockholder Approval.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The offering closed on September 23, 2025. The gross proceeds to Envoy Medical from the offering were approximately $2.5 million, before deducting the placement agent's fees and other offering expenses payable by Envoy Medical. Envoy Medical intends to use the net proceeds from the offering for working capital and other general corporate purposes. In addition, if the holders of the unregistered warrants exercise such warrants in full in cash following the Stockholder Approval, the Company would receive additional gross proceeds of approximately $7.5 million. The Company cannot predict when or if the unregistered warrants will be exercised for cash or exercised at all. It is possible that the unregistered warrants may expire and may never be exercised.

The Class A common stock offered in the registered direct offering (but not the unregistered warrants issued in the concurrent private placement or the shares issuable upon exercise of such unregistered warrants) was offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282474) previously filed and declared effective by the Securities and Exchange Commission ("SEC") on October 21, 2024. The offering of the shares of Class A common stock in the registered direct offering was made only by means of a prospectus supplement that forms a part of the registration statement. The final prospectus supplement relating to the securities offered in the registered direct offering was filed by Envoy Medical with the SEC. Copies of the final prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com, or at the SEC's website at www.sec.gov.

The unregistered warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Envoy Medical, Inc.
Envoy Medical (NASDAQ: COCH) is a hearing health company focused on providing innovative technologies across the hearing loss spectrum. Envoy Medical has pioneered one-of-a-kind, fully implanted devices for hearing loss, including its fully implanted Esteem® active middle ear implant, commercially available in the U.S. since 2010, and the fully implanted Acclaim® cochlear implant, an investigational device. Envoy Medical is dedicated to pushing hearing technology beyond the status quo to improve access, usability, compliance, and ultimately quality of life.

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the use of proceeds from the registered direct offering and concurrent private placement, the receipt of Stockholder Approval, the exercise of the unregistered warrants and the receipt of proceeds therefrom, and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward Looking Statements" in the Annual Report on Form 10-K filed by Envoy Medical on March 31, 2025, and in other reports Envoy Medical files with the SEC. If any of these risks materialize or Envoy Medical's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Envoy Medical's good faith beliefs, they are not guarantees of future performance. Envoy Medical disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Envoy Medical.

Investor Contact:
Phil Carlson
KCSA Strategic Communications
O: 212.896.1233
E: Envoy@kcsa.com

Media Contact:
Anne Donohoe
KCSA Strategic Communications
O: 732-620-0033
E: Envoy@kcsa.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267840

FAQ

How much did Envoy Medical (COCH) raise in its September 2025 offering?

Envoy Medical raised $2.5 million through a registered direct offering of Class A common stock priced at $1.31 per share.

What is the exercise price of COCH's new warrants and when do they expire?

The warrants have an exercise price of $1.31 per share and will expire 24 months after receiving stockholder approval for the warrant share issuance.

How many additional shares could be issued through COCH's warrant exercise?

Up to 5,725,206 additional shares of Class A common stock could be issued if all warrants are exercised, potentially providing $7.5 million in additional proceeds.

How will Envoy Medical use the proceeds from the offering?

Envoy Medical intends to use the net proceeds for working capital and other general corporate purposes.

Who was the placement agent for Envoy Medical's offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.