Envoy Medical Announces Closing of Up to $16 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH) closed a registered direct offering on October 9, 2025, selling 3,007,524 Class A shares at $1.33 per share for gross proceeds of approximately $4.0 million before fees. In a concurrent private placement, Envoy issued unregistered warrants to purchase up to 9,022,572 Class A shares at an exercise price of $1.33 per share; those warrants are exercisable immediately and expire 24 months after the registration statement effective date. H.C. Wainwright acted as exclusive placement agent. Net proceeds are intended for working capital and general corporate purposes. The company cautioned there is no assurance the warrants will be exercised for cash.

Positive

• Gross proceeds of approximately $4.0 million from the registered direct offering
• Unregistered warrants could raise up to $12.0 million if fully exercised
• 3,007,524 shares issued at $1.33 per share provide immediate liquidity

Negative

• Potential issuance of up to 9,022,572 shares upon warrant exercise may dilute shareholders
• Proceeds reported $4.0 million before placement agent fees and offering expenses
• No assurance warrants will be exercised, creating funding uncertainty

Insights

Capital Markets Strategist

Registered direct offering raised $4,000,000 now with up to $12,000,000 more via immediately exercisable warrants at $1.33.

Envoy Medical sold 3,007,524 shares at $1.33 per share and issued unregistered warrants to buy up to 9,022,572 shares at the same exercise price; gross proceeds were about $4,000,000 upfront, with potential additional proceeds of about $12,000,000 if warrants are fully exercised. The company states it will use net proceeds for working capital and general corporate purposes, and H.C. Wainwright & Co. acted as placement agent.

Near-term impact centers on liquidity rather than operations: the upfront $4,000,000 provides immediate cash while the warrants create a contingent financing source. Key dependencies include whether warrant holders exercise for cash, timing of any exercises within the twenty-four months window, and placement agent fees which reduce net proceeds. Dilution is explicit if warrants convert; the company also notes warrants may never be exercised, so the additional $12,000,000 is not guaranteed.

Watch for actual cash inflows from warrant exercises, quarterly cash-burn disclosures and any updates to use of proceeds over the next 24 months. These items will determine whether the financing materially extends runway or simply shifts dilution to future periods.

$4 million upfront with up to additional $12 million of potential aggregate gross proceeds upon the exercise in full of warrants

White Bear Lake, Minnesota--(Newsfile Corp. - October 9, 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 3,007,524 shares of its Class A common stock at a purchase price of $1.33 per share. In addition, in a concurrent private placement, Envoy Medical issued and sold unregistered warrants to purchase up to 9,022,572 shares of Class A common stock. The unregistered warrants have an exercise price of $1.33 per share. They are exercisable immediately and will expire twenty-four months following the effective date of the registration statement covering the resale of the shares of Class A common stock underlying the warrants.

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

The gross proceeds to Envoy Medical from the offering were approximately $4 million, before deducting the placement agent's fees and other offering expenses payable by Envoy Medical. The potential additional gross proceeds to Envoy Medical from the unregistered warrants, if fully-exercised on a cash basis, will be approximately $12 million. No assurance can be given that any of such 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.

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

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 exercise of the unregistered warrants prior to their expiration 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/269839

FAQ

How many shares did Envoy Medical (COCH) sell in the October 9, 2025 offering?

Envoy sold 3,007,524 Class A shares at $1.33 per share in the registered direct offering.

What is the total potential funding from Envoy Medical's warrants (COCH)?

If fully exercised for cash, the unregistered warrants could provide approximately $12.0 million in additional gross proceeds.

When do the Envoy Medical (COCH) warrants expire and are they exercisable now?

The warrants are exercisable immediately and expire 24 months after the registration statement's effective date.

Who acted as placement agent for Envoy Medical's (COCH) offering?

H.C. Wainwright & Co. served as the exclusive placement agent.

How does Envoy Medical (COCH) intend to use the net proceeds from the offering?

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

Are the warrants issued in Envoy Medical's (COCH) private placement registered with the SEC?

No; the unregistered warrants were offered in a private placement and have not been registered under the Securities Act.