Envoy Medical SEC Filings

Envoy Medical (COCH) filed its Q3 2025 10-Q, reporting net revenues of $42 thousand and an operating loss of $5.708 million. Net loss was $6.482 million, or $0.35 per share. Cash was $3.556 million as of September 30, 2025.

The company eliminated related-party debt via a satisfaction agreement, recording a $27.879 million capital contribution to additional paid-in capital and improving total stockholders’ deficit to $7.661 million. Management states that recurring losses and limited cash raise substantial doubt about the company’s ability to continue as a going concern.

During the quarter, Envoy completed a registered direct offering of 1,908,402 shares for gross proceeds of $2.5 million and issued 5,725,206 Investor Warrants, recognized as a liability measured at fair value. An at-the-market program added $414 thousand year-to-date. The FDA granted an IDE in October 2024 to begin a pivotal study of the fully implanted Acclaim cochlear implant, while the Esteem device continues to generate modest revenue.

Envoy Medical (COCH) furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results for its third fiscal quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The disclosure is furnished, not filed, and is therefore not subject to Section 18 liabilities or incorporation by reference.

Envoy Medical (COCH) received a Nasdaq compliance extension. The Nasdaq Hearings Panel granted the company an exception to satisfy the $35 million market value of listed securities requirement through February 23, 2026.

The company must promptly notify the Panel of any significant events that could affect meeting the exception’s terms. Envoy was first notified of noncompliance on February 25, 2025, did not regain compliance within the 180-day cure period, and presented its case at a hearing on October 2, 2025. On October 27, 2025, it issued a press release announcing the Panel’s decision.

Envoy’s Class A common stock trades on Nasdaq under COCH, and its redeemable warrants under COCHW.

Envoy Medical called a special stockholders’ meeting on November 26, 2025 to approve, under Nasdaq Listing Rule 5635(d), the exercisability of newly issued warrants and the issuance of the Class A Common Stock underlying them. The warrants stem from a September 2025 financing: Private Warrants to purchase up to 5,725,206 shares at $1.31 and Placement Agent Warrants for 143,130 shares at $1.6375, plus additional placement agent warrants equal to 7.5% of Private Warrant exercises. These warrants become exercisable only after stockholder approval.

If all Private and Placement Agent Warrants are exercised, an additional 6,297,726 shares would be outstanding. The company states it would realize up to approximately $8.4 million in gross proceeds upon full exercise. Shares outstanding were 23,809,975 as of October 2, 2025. The Board unanimously recommends voting FOR both the Issuance Proposal and a potential meeting adjournment to solicit additional proxies. A voting agreement indicates the Taylor Parties, who beneficially own approximately 43.2%, will vote in favor of the issuance.

Envoy Medical, Inc. filed a resale Form S-1 registering up to 15,116,472 shares of Class A Common Stock for selling stockholders. These are issuable upon exercise of previously issued warrants: 5,725,206 September Private Placement Warrant shares at $1.31, 9,022,572 October Private Placement Warrant shares at $1.33, 143,130 September Placement Agent Warrant shares at $1.6375, and 225,564 October Placement Agent Warrant shares at $1.6625.

The company will not receive proceeds from share resales. If all warrants are exercised for cash, Envoy Medical would receive approximately $20.1 million. September Private Placement and Placement Agent Warrants become exercisable upon stockholder approval; the October Private Placement and Placement Agent Warrants were immediately exercisable and expire two years after the registration statement’s effective date, subject to outside dates in 2030.

Recent updates note completed Stage 1 implantation and activation of 10 patients in the pivotal Acclaim cochlear implant trial, with FDA approval to proceed to Stage 2 (adding 46 participants). The company also disclosed prior registered offerings in September 2025 (~$2.5M) and October 2025 (~$4.0M), and ongoing Nasdaq compliance matters.

Envoy Medical, Inc. (COCH) is offering securities in a prospectus supplement that discloses a public offering price of $0.1131 per unit, placement agent fees of $340,001, and proceeds to the company before expenses of $3,660,007. The document lists intended uses of proceeds including continued R&D and clinical trials for the Acclaim CI product candidate, seeking regulatory approvals outside the United States, building sales and distribution infrastructure, reliance on third-party suppliers, IP protection, hiring personnel, and general public-company infrastructure.

The filing enumerates material risk factors affecting investors: company financial performance; market-price volatility of Class A common stock; regulatory, clinical and design-change risks for medical devices; reimbursement and competitive risks; supplier or production disruptions; capital-raising needs; interest rate, tariff and tax changes; legal and regulatory proceedings; potential loss of intellectual property; and catastrophic events such as war or terrorism. The supplement also details outstanding and potential dilutive instruments including multiple classes of warrants, options, Series A preferred conversion, and other securities.

Envoy Medical, Inc. is asking stockholders to approve actions tied to securities issued in a September 23, 2025 offering. The company completed a Registered Offering of Class A common stock at $1.31 per share and a Private Placement that delivered 5,725,206 Private Warrants. Stockholder approval would enable exercisability and issuance of shares underlying those warrants, including Placement Agent Warrants equal to 7.5% of exercised Private Warrants. The Private Warrants carry an exercise price of $1.6375, become exercisable on the Stockholder Approval Date and expire on the earlier of two years after effectiveness or September 22, 2030. The Private Warrants include ownership caps of 4.99% (or 9.99% if elected) to limit any purchaser’s post-exercise beneficial ownership. A stockholder vote must be received by 11:59 p.m. ET on November 25, 2025. The proxy notes broker non-votes do not affect the outcome and discusses householding and delivery of proxy materials.