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

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH) announced a registered direct offering of 3,007,524 shares at $1.33 per share to raise approximately $4.0 million in gross proceeds, and a concurrent private placement of unregistered warrants to purchase up to 9,022,572 shares at an exercise price of $1.33. The warrants are exercisable immediately and expire 24 months after the registration statement effective date. The offering is expected to close on or about October 9, 2025, with H.C. Wainwright serving as placement agent. Net proceeds are intended for working capital and general corporate purposes.

Positive

• Up to $16.0M aggregate gross proceeds potential
• Immediate funding of approximately $4.0M at close
• Potential follow-on cash of approx $12.0M if warrants exercised
• Offering uses effective Form S-3 registration for resale

Negative

• 3,007,524 new shares issued at $1.33 (dilution)
• Warrants could add 9,022,572 shares if exercised (further dilution)
• Warrants may expire unexercised, creating funding uncertainty

Insights

Capital Markets Analyst

Registered direct sale raises $4.0 million now with up to $12.0 million via immediately exercisable warrants; dilutive financing to fund operations.

Envoy Medical will issue 3,007,524 shares at $1.33 per share for approximately $4.0 million of gross proceeds, and concurrently sell unregistered warrants that could bring an additional $12.0 million if fully exercised. The shares are sold under an existing Form S-3 shelf, while the warrants are private and expire in twenty-four months from the registration statement effective date.

The transaction provides immediate liquidity for working capital and general purposes but also introduces potential dilution if warrants are exercised; the company explicitly states warrants may never be exercised. Key dependencies and risks include successful closing on or about October 9, 2025, placement agent fees, and whether warrant holders convert to cash exercise versus expiration.

Watch the filing of the final prospectus supplement, the Registration Statement Effective Date, and any SEC filings disclosing net proceeds and use of funds in the coming weeks; the warrant exercise window and cash conversion decisions over the next twenty-four months will determine ultimate dilution. This is neutral near-term financing news that materially affects capitalization but does not by itself indicate operational success or failure.

$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 8, 2025) - Envoy Medical® Inc. (NASDAQ: COCH) ("Envoy Medical"), a hearing health company focused on developing innovative, fully implanted hearing solutions, today announced it has entered into definitive agreements for the issuance and sale of an aggregate of 3,007,524 shares of its Class A common stock at a purchase price of $1.33 per share, in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, Envoy Medical will issue and sell 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, will be exercisable immediately and will expire twenty-four months following the effective date of the registration statement covering the resale registration of the shares of Class A common stock underlying the warrants (the "Registration Statement Effective Date").

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

The offering is expected to close on or about October 9, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to Envoy Medical from the offering are expected to be approximately $4.0 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 unregistered warrants, if fully-exercised on a cash basis following the Registration Statement Effective Date, 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) is being 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 is being 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 will be filed by Envoy Medical with the SEC. When available, 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 satisfaction of customary closing conditions with respect to the registered direct offering and concurrent private placement, 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/269605

FAQ

What is Envoy Medical (COCH) raising in the October 8, 2025 offering?

Envoy Medical is raising approximately $4.0M upfront from a registered direct offering, with up to an additional $12.0M possible if concurrent warrants are fully exercised.

How many shares did COCH sell and at what price in the registered direct offering?

COCH is issuing 3,007,524 shares at a purchase price of $1.33 per share in the registered direct offering.

What are the terms of the unregistered warrants in Envoy Medical's financing?

The unregistered warrants cover up to 9,022,572 shares, have an exercise price of $1.33, are exercisable immediately, and expire 24 months after the registration statement effective date.

When is the Envoy Medical offering expected to close and who is the placement agent?

The offering is expected to close on or about October 9, 2025, and H.C. Wainwright is the exclusive placement agent.

How does Envoy Medical plan to use the net proceeds from the COCH offering?

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

What dilution could COCH shareholders face from this financing?

Immediate dilution from 3,007,524 new shares, with potential further dilution if up to 9,022,572 warrants are exercised.