Envoy Medical, Inc. SEC Filings

Envoy Medical updated its CEO compensation package. The board’s compensation committee approved a new base salary of $420,000 per year for Chief Executive Officer Brent Lucas, plus eligibility for a $105,000 target cash bonus tied to strategic goals for 2026 and 2027.

Lucas also received 1,000,000 stock options exercisable at $0.634 per share that vest over four years, and 1,000,000 restricted stock units. The RSUs will vest only if the FDA issues an approval, including conditional approval, for Envoy’s Acclaim cochlear implant during the period from June 19, 2026 to June 18, 2030.

Envoy Medical, Inc. filed a Form 4 showing that Chief Executive Officer Brent T. Lucas received significant new equity awards tied to regulatory milestones for the company’s Acclaim cochlear implant. On June 19, 2026, he was granted 1,000,000 Restricted Stock Units, each representing one share of Class A Common Stock. These RSUs will vest if the U.S. Food and Drug Administration grants approval (including conditional approval) for the Acclaim cochlear implant during the performance period from June 19, 2026 to June 18, 2030.

On the same date, Lucas was also granted 1,000,000 stock options to buy Class A Common Stock at an exercise price of $0.634 per share, expiring on June 19, 2036. The filing also lists his existing equity exposure, including 329,946 Class A Common shares held directly and multiple warrants and options with exercise prices ranging from $0.40 to $11.50 per share, which together show a substantial stake linked to the company’s long-term performance.

Envoy Medical is registering up to 15,116,472 shares of Class A Common Stock for resale by selling securityholders. The shares consist of Common Stock issuable upon exercise of private placement and placement agent warrants and the selling holders will receive all proceeds; the Company will not receive proceeds from resales.

The prospectus discloses that if all Warrants are exercised for cash the Company would receive approximately $20.1 million. It also notes Company common shares outstanding of 76,881,110 as of March 31, 2026, and a projected post-exercise total of 91,997,582 shares based on that date. The filing updates clinical, financial and Nasdaq compliance disclosures and states timing expectations for FDA PMA review in the second half of 2027 or first half of 2028.

Envoy Medical, Inc. Chief Executive Officer Brent T. Lucas reported an acquisition of 32,856 shares of Class A Common Stock at $0.599 per share. These shares were acquired under the company’s Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(d) and Rule 16b-3(c). Following this grant, he directly holds 329,946 common shares.

Lucas also reports significant derivative positions. He holds warrants covering 62,500 and 37,500 underlying shares at an exercise price of $0.40 per share, and additional warrants for 110,987 shares at $11.50 per share expiring on September 29, 2028. Certain warrants become exercisable only upon shareholder approval of the underlying share issuance, and Series A-1 and A-2 warrants can expire earlier upon specified FDA-related milestones for the Acclaim CI Device.

In stock options, Lucas holds rights to buy 200,000 shares at $0.53 per share expiring on February 5, 2036, and 879,749 shares at $2.40 per share expiring on October 15, 2033. Footnotes describe vesting schedules for option blocks of 659,811 and 219,938 shares starting on October 15, 2023, and for blocks of 50,000 and 150,000 shares starting on February 5, 2027, with monthly pro rata vesting thereafter.

Envoy Medical, Inc. reports that Nasdaq has granted an additional 180-day period, until November 16, 2026, to regain compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement for its Class A common stock.

The company previously failed to meet this bid price by the initial May 18, 2026 deadline, after its shares traded below $1.00 for 30 consecutive business days. Envoy remains otherwise in compliance with Nasdaq Capital Market listing standards and has notified Nasdaq that it intends to cure the deficiency, including potentially implementing a reverse stock split if needed.

Envoy Medical, Inc. reported results of its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders approved amendments to the 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan.

The Equity Incentive Plan amendment authorizes an additional 6,000,000 shares of Class A Common Stock for awards, while the Employee Stock Purchase Plan amendment authorizes an additional 1,200,000 shares for employee purchases. Both amendments became effective upon stockholder approval.

Stockholders also elected Brent T. Lucas and Susan J. Kantor as directors, with each nominee receiving over 46.9 million votes "for" and modest withheld and broker non-vote totals, as detailed in the voting results.

Envoy Medical, Inc. Schedule 13G reports that Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, may be deemed beneficial owners of 7,683,798 shares of Class A Common Stock, representing 9.99% of the class as of March 31, 2026. The disclosed holdings include 33,798 shares that may be acquired within sixty days through the exercise of convertible securities. The filing shows shared voting and dispositive power over the 7,683,798 shares and reports no sole voting or dispositive power.

Envoy Medical ownership disclosure: Bleichroeder and related filers report beneficial ownership of 7,839,000 shares of Class A common stock, equal to 9.99% of the class. The holding comprises 6,250,000 owned shares and 1,589,000 shares issuable upon exercise of warrants, with warrant exercises subject to a 9.99% Beneficial Ownership Limitation.

The filing states that without the 9.99% limit the filer would be deemed beneficial owner of 16,250,000 shares (including 10,000,000 warrants), or approximately 18.7% of outstanding common stock. Reporting persons are Bleichroeder LP, Bleichroeder Holdings LLC and Andrew Gundlach.