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

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH) priced an upsized public offering to raise approximately $30.0 million in gross proceeds at closing, plus up to $48.0 million additional gross proceeds if milestone-linked warrants are fully exercised for cash.

The deal covers 75,000,000 Class A shares (or pre-funded warrants) plus Series A-1 and A-2 warrants exercisable at $0.40 per share. Closing is expected on or about February 12, 2026. Net proceeds will fund working capital and operations during the company’s FDA pivotal clinical study for its Acclaim cochlear implant.

Positive

• Upfront gross proceeds of $30.0 million expected at closing
• Potential additional cash of $48.0 million if warrants fully exercised
• Proceeds allocated to fund the FDA pivotal clinical study for Acclaim cochlear implant

Negative

• Issuance of 75,000,000 shares plus up to 120,000,000 warrant-linked shares may cause significant dilution
• Exercise price of warrants at $0.40 could be dilutive if market price exceeds offering level

News Market Reaction

+69.20% 87.2x vol

58 alerts

+69.20% News Effect

+108.0% Peak Tracked

-26.8% Trough Tracked

+$10M Valuation Impact

$25M Market Cap

87.2x Rel. Volume

On the day this news was published, COCH gained 69.20%, reflecting a significant positive market reaction. Argus tracked a peak move of +108.0% during that session. Argus tracked a trough of -26.8% from its starting point during tracking. Our momentum scanner triggered 58 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $10M to the company's valuation, bringing the market cap to $25M at that time. Trading volume was exceptionally heavy at 87.2x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Upfront gross proceeds: $30.0 million Potential warrant proceeds: $48.0 million Shares offered: 75,000,000 shares +5 more

8 metrics

Upfront gross proceeds $30.0 million Expected aggregate gross proceeds from base offering before fees

Potential warrant proceeds $48.0 million Additional gross proceeds if Series A-1 and A-2 warrants fully exercised for cash

Shares offered 75,000,000 shares Class A common stock (or pre-funded warrants) in upsized public offering

Series A-1 warrant shares 45,000,000 shares Common stock (or pre-funded warrants) underlying Series A-1 warrants

Series A-2 warrant shares 75,000,000 shares Common stock (or pre-funded warrants) underlying Series A-2 warrants

Offering price $0.40 per share Combined public offering price per share or pre-funded warrant and accompanying warrants

Series A-1 exercise price $0.40 per share Exercise price for Series A-1 common warrants

Series A-2 exercise price $0.40 per share Exercise price for Series A-2 common warrants

Market Reality Check

Price: $0.7570 Vol: Volume 529,200 is about 3...

high vol

$0.7570 Last Close

Volume Volume 529,200 is about 3x the 20-day average of 176,236, indicating elevated trading interest ahead of the offering. high

Technical Shares at $0.3899 trade well below the $1.11 200-day MA and sit just above the 52-week low of $0.3811 (vs. high $1.91).

Peers on Argus

COCH is down 17.06% with heavy volume, while at least 2 device peers in momentum...

2 Down

COCH is down 17.06% with heavy volume, while at least 2 device peers in momentum scans (e.g., TRIB, IINN) also moved down (median about -5.2%), pointing to both stock-specific dilution and broader sector pressure.

Previous Offering Reports

4 past events · Latest: Oct 09 (Negative)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Oct 09	Registered direct closing	Negative	+2.0%	Closed registered direct offering with warrants for up to $16M gross proceeds.
Oct 08	Registered direct announce	Negative	-41.5%	Announced up to $16M registered direct offering with concurrent private warrants.
Sep 25	Registered direct closing	Negative	+2.8%	Closed $2.5M registered direct offering with additional warrant financing capacity.
Sep 22	Registered direct announce	Negative	-27.9%	Announced $2.5M registered direct offering plus unregistered warrants for extra proceeds.

Pattern Detected

Past offering headlines often saw sharp, mostly negative moves, though reactions have been mixed around individual deals.

Recent Company History

Recent history shows Envoy repeatedly accessing equity markets via registered direct offerings with attached warrants. In September–October 2025, it announced and closed two financings of $2.5M and up to $16M, all with H.C. Wainwright as placement agent and proceeds earmarked for working capital and general corporate purposes. Price reactions ranged from steep declines to moderate gains. Today’s upsized public offering with milestone-linked warrants continues that funding pattern as the company advances its Acclaim cochlear implant program.

Historical Comparison

-16.1% avg move · Over the last four offering-related headlines, COCH moved an average of -16.14%. Today’s -17.06% pre...

offering

-16.1%

Average Historical Move offering

Over the last four offering-related headlines, COCH moved an average of -16.14%. Today’s -17.06% pre-offering decline is broadly in line with that prior dilution-driven reaction profile.

The company has repeatedly used registered direct and at-the-market style offerings with attached warrants to raise cash for working capital and corporate purposes.

Market Pulse Summary

The stock surged +69.2% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +69.2% in the session following this news. A strong positive reaction aligns with the company’s need to fund its pivotal FDA clinical study, but would contrast with the average -16.14% move seen on prior offering headlines. Investors have previously treated dilution as a headwind, so sustained strength would likely depend on confidence that proceeds support value-creating milestones rather than ongoing losses and that warrant overhang does not cap future gains.

Key Terms

pre-funded warrants, common warrants, premarket approval application (pma), u.s. food and drug administration, +4 more

8 terms

pre-funded warrants financial

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

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.

common warrants financial

"Series A-1 common warrants to purchase up to 45,000,000 shares"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

premarket approval application (pma) regulatory

"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 regulatory

"Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (the "FDA")"

The U.S. Food and Drug Administration is the federal agency that evaluates and enforces safety, effectiveness and labeling standards for medicines, medical devices, vaccines, food and related products before they reach consumers. For investors it matters because FDA approvals, warnings or recalls determine whether a product can be sold, how quickly it reaches the market and how costly compliance will be—changes that directly affect a company’s revenue, costs and stock value.

form s-1 regulatory

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

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

registration statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

rule 462(b) regulatory

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

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 is being made only by means of a prospectus which forms a part"

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. Not financial advice.

$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

White Bear Lake, Minnesota--(Newsfile Corp. - February 11, 2026) - Envoy Medical® Inc. (NASDAQ: COCH) ("Envoy Medical" or the "Company"), a hearing health company pioneering fully implanted hearing solutions, today announced the pricing of an 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.

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.

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

The closing of the offering is expected to occur on or about February 12, 2026, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds to Envoy Medical from the offering are expected to be 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 are being 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 is being made only by means of a prospectus which forms a part of the effective registration statements relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov and may also be obtained, when available, 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 satisfaction of customary closing conditions with respect to the offering, 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, and 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 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/283548

FAQ

How much is Envoy Medical (COCH) raising in its February 2026 upsized public offering?

Envoy Medical is expected to receive approximately $30.0 million in gross proceeds at closing. According to the company, investors could provide up to an additional $48.0 million if the Series A-1 and A-2 warrants are fully exercised for cash.

What securities did Envoy Medical (COCH) include in the upsized offering and at what price?

The offering includes 75,000,000 Class A shares (or pre-funded warrants) plus Series A-1 and A-2 warrants. According to the company, the combined public offering price is $0.40 per share or pre-funded warrant with accompanying warrants.

When do the Series A-1 and Series A-2 warrants for COCH become exercisable and when do they expire?

Both warrant series become exercisable beginning on the Stockholder Approval Date. According to the company, Series A-1 expires the earlier of 24 months after that date or 30 days after public PMA submission; Series A-2 expires the earlier of 60 months or 30 days after FDA approval announcement.

How will Envoy Medical (COCH) use the net proceeds from the offering?

The company intends to use net proceeds for working capital and general corporate purposes. According to the company, funds will specifically support operations during its FDA pivotal clinical study for the Acclaim cochlear implant.

When is the closing of Envoy Medical's (COCH) offering expected and who is the placement agent?

The offering closing is expected on or about February 12, 2026. According to the company, H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.