Envoy Medical Announces Closing of Up to $78.0 Million Upsized Public Offering

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH) closed an upsized public offering generating approximately $30.0 million of upfront gross proceeds, with up to an additional $48.0 million available if milestone-linked Series A-1 and A-2 warrants are exercised for cash at $0.40 per share.

The offering included 75,000,000 Class A shares (or pre-funded warrants) and attached warrants; lead investor was Nantahala Capital with participation from Broadfin, Glen Taylor, board members and management. Net proceeds extend projected cash runway into H2 2027, beyond expected PMA submission; full warrant exercise could extend runway past FDA approval and into the first full year of commercialization.

Positive

• Upfront gross proceeds of $30.0 million
• Potential additional proceeds of $48.0 million if warrants exercised
• Projected cash runway extended into H2 2027 beyond PMA submission

Negative

• Significant shareholder dilution from issuance of 75,000,000 new shares
• Warrants may expire unexercised, leaving less than anticipated proceeds
• Exercise windows limit cash timing (A-1: tied to PMA submission, A-2: tied to FDA approval)

Argus Feb 13 session

+14.44% close to close 0.4x rel. volume Open Argus

Details

News Market Reaction – COCH

On Feb 13, the first trading day after this news, COCH closed 14.44% above the previous close.

Data tracked by StockTitan Argus for the Feb 13 session.

Key Figures

Upfront gross proceeds: $30.0 million Potential warrant proceeds: $48.0 million Offering price: $0.40 per share +5 more

Upfront gross proceeds

$30.0 million

Gross proceeds from closing of upsized public offering before fees

Potential warrant proceeds

$48.0 million

Additional gross proceeds if Series A-1 and A-2 warrants fully exercised for cash

Offering price

$0.40 per share

Combined public offering price per share or pre-funded warrant

Shares offered

75,000,000 shares

Class A common stock (or pre-funded warrants) in the public offering

Series A-1 warrant size

45,000,000 shares

Shares underlying Series A-1 common warrants at $0.40 exercise price

Series A-2 warrant size

75,000,000 shares

Shares underlying Series A-2 common warrants at $0.40 exercise price

Runway extension

Second half of 2027

Management’s projection for cash runway after net proceeds

Series A-1 term

Up to 24 months

Expires 24 months after Stockholder Approval Date or 30 days post-PMA submission

Previous Offering Reports

5 past events · Latest: Feb 11

Same Type 5 events

1. Feb 11

   Upsized offering priced

   24h Move

   +69.2%

   Priced upsized public offering with shares and milestone-linked warrants.

2. Oct 09

   Registered direct closing

   24h Move

   +2.0%

   Closed $4.0M registered direct plus warrants for additional potential proceeds.

3. Oct 08

   Registered direct announced

   24h Move

   -41.5%

   Announced $4.0M registered direct and concurrent private placement warrants.

4. Sep 25

   Direct offering closing

   24h Move

   +2.8%

   Closed $2.5M registered direct with warrants for up to $7.5M extra.

5. Sep 22

   Direct offering announced

   24h Move

   -27.9%

   Announced $2.5M registered direct and additional warrant financing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, milestone-linked warrants, premarket approval application (pma), u.s. food and drug administration (fda), +3 more

7 terms

pre-funded warrants financial

"75,000,000 shares of its Class A common stock (or pre-funded warrants in lieu thereof) accompanied"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

milestone-linked warrants financial

"up to an additional $48.0 million of potential aggregate gross proceeds upon the exercise in full of milestone-linked warrants"

A milestone-linked warrant is a financial instrument that gives the holder the right to buy a company’s shares or receive a payment only if the company hits specific, pre-agreed milestones (for example, regulatory approval, a revenue target, or a product launch). Think of it like a coupon that becomes usable only when certain goals are met; it matters to investors because its value and timing depend on the likelihood of those milestones, so it offers contingent upside while lowering immediate dilution and tying rewards to measurable progress.

premarket approval application (pma) regulatory

"publicly announces that it has submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration"

A premarket approval application (PMA) is a formal submission to the U.S. Food and Drug Administration seeking permission to market a high-risk medical device by proving it is safe and effective based on clinical data and manufacturing controls. For investors, a successful PMA is like a company securing a legal license to sell a product — it can unlock substantial revenue upside but also carries high costs, long timelines, and regulatory risk if the application is delayed or denied.

u.s. food and drug administration (fda) regulatory

"submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (the "FDA") for its Acclaim"

The U.S. Food and Drug Administration (FDA) is a government agency responsible for protecting public health by ensuring the safety and effectiveness of food, medicines, vaccines, and other health-related products. For investors, the FDA’s decisions can significantly impact companies in the healthcare and food industries, as approval or rejection of products can influence a company's success and stock performance.

registration statement on form s-1 regulatory

"offered pursuant to a registration statement on Form S-1 (File No. 333-292260), as amended"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

rule 462(b) regulatory

"the related registration statement filed under Rule 462(b) of the Securities Act of 1933, as amended"

Rule 462(b) is an SEC provision that lets an issuer add more securities of the same class to an already-effective registration statement by filing a short post-effective amendment that becomes effective on filing, so the additional securities are immediately registered without redoing the full approval process. For investors this matters because it lets companies and underwriters expand an offering quickly—like adding extra seats to a sold-out show—changing supply and potential dilution that can affect the stock price.

prospectus regulatory

"The offering was made only by means of a prospectus which forms a part of the effective registration statements"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$30.0 million upfront with up to an additional $48.0 million of potential aggregate gross proceeds upon the exercise in full of milestone-linked warrants for cash

Offering led by Nantahala Capital, with participation of healthcare-dedicated funds, including Broadfin Holdings, and participation from existing shareholder, Glen Taylor, and members of the Company's board of directors and management

Net proceeds extend anticipated cash runway into second half of 2027, beyond expected PMA submission; if milestone-linked warrants are exercised in full for cash, it is anticipated that the cash runway would extend well beyond first full year of commercialization

White Bear Lake, Minnesota--(Newsfile Corp. - February 12, 2026) - Envoy Medical® Inc. (NASDAQ: COCH) ("Envoy Medical" or the "Company"), a hearing health company pioneering fully implanted hearing solutions, today announced the closing of its previously announced upsized public offering of an aggregate of 75,000,000 shares of its Class A common stock (or pre-funded warrants in lieu thereof) accompanied by Series A-1 common warrants to purchase up to 45,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and Series A-2 common warrants to purchase up to 75,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), at a combined public offering price of $0.40 per share (or per pre-funded warrant in lieu thereof) and accompanying warrants.

"We are pleased to have closed this transformational financing anchored by Nantahala Capital and with strong support from Glen Taylor, other healthcare funds, and several members of the Board of Directors and management. We believe this financing reflets a vote of confidence in the potential for our fully internal cochlear implant and a belief in the potential to not only capture significant market share but also to hopefully expand this multi-billion-dollar market," said Brent Lucas, Chief Executive Officer of Envoy Medical. "The net proceeds from today's closing extend our projected cash runway beyond the submission of our PMA application and into the second half of 2027. Furthermore, if the milestone-linked warrants are exercised in full, our projected cash runway would extend beyond FDA's approval decision and into the second year of commercialization."

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

The Series A-1 common warrants will have an exercise price of $0.40 per share, will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (the "Stockholder Approval Date") and will expire on the earlier of (i) the 24-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the Company publicly announces that it has submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (the "FDA") for its Acclaim cochlear implant. The Series A-2 common warrants will have an exercise price of $0.40 per share, will become exercisable beginning on the Stockholder Approval Date and will expire on the earlier of (i) the 60-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the Company publicly announces that it has received FDA approval for its Acclaim cochlear implant.

The aggregate gross proceeds to Envoy Medical from the offering were approximately $30.0 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 Series A-1 common warrants and Series A-2 common warrants, if fully-exercised on a cash basis following the Stockholder Approval Date, will be approximately $48.0 million. No assurance can be given that any of such Series A-1 common warrants or Series A-2 common warrants will be exercised for cash or exercised at all. It is possible that the Series A-1 common warrants and Series A-2 common 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 to fund its operations during its FDA pivotal clinical study.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-292260), as amended, originally filed on December 18, 2025 with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on February 11, 2026 and the related registration statement filed under Rule 462(b) of the Securities Act of 1933, as amended, which became automatically effective upon filing. The offering was made only by means of a prospectus which forms a part of the effective registration statements relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC's website at http://www.sec.gov and may also be obtained by contacting 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.

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 offering, the ability of the Company to obtain stockholder approval of the issuance of the shares upon exercise of the Series A-1 common warrants and Series A-2 common warrants, the ability of the Company to achieve certain milestone events, the exercise of the Series A-1 common warrants and Series A-2 common warrants upon the achievement of such milestone events or otherwise prior to their expiration and the receipt of proceeds therefrom, and the Company's anticipated cash runway, and other risks and uncertainties set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward Looking Statements" in the prospectus relating to the offering and 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/283752

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Envoy Medical (COCH) raise in the February 12, 2026 offering?

Envoy Medical raised approximately $30.0 million upfront, with up to $48.0 million additional potential. According to the company, the $30.0 million is gross proceeds before fees and expenses; additional funds depend on cash exercise of milestone-linked Series A-1 and A-2 warrants.

What are the warrant terms attached to Envoy Medical's (COCH) offering?

Series A-1 and A-2 warrants each have a $0.40 exercise price and specific expiry triggers. According to the company, A-1 expires earlier of 24 months after stockholder approval or 30 days after PMA submission; A-2 expires earlier of 60 months or 30 days after FDA approval.

How does the offering affect Envoy Medical's (COCH) cash runway and PMA timeline?

Net proceeds are expected to extend Envoy Medical's cash runway into the second half of 2027, past PMA submission. According to the company, full cash exercise of warrants would extend runway beyond FDA approval and into the first commercialization year.

Who led and who participated in Envoy Medical's (COCH) upsized public offering?

The offering was led by Nantahala Capital with participation from healthcare funds, Glen Taylor, and insiders. According to the company, H.C. Wainwright & Co. acted as exclusive placement agent for the transaction.

What happens if Envoy Medical's (COCH) warrants are not exercised for cash?

If the Series A-1 and A-2 warrants are not exercised, Envoy Medical will not receive the additional $48.0 million potential proceeds. According to the company, the warrants may expire unexercised and no assurance exists they will be exercised for cash.