[8-K] Envoy Medical, Inc. Reports Material Event

Rhea-AI Filing Summary

Envoy Medical, Inc. disclosed that it and certain related parties entered into a Voting and Warrant Extension Agreement dated September 4, 2025. The agreement extends the expiration date of warrants held by GAT Funding, LLC and related Taylor parties to December 31, 2028. Prior to the extension those warrants had staggered expirations between February 27, 2026 and June 26, 2027.

The filing identifies Glen A. Taylor and affiliated entities as the warrant holders and notes Mr. Taylor directly or indirectly owns approximately 47.8% of the Company’s outstanding Class A Common Stock. The document is filed on Form 8-K and includes the Voting and Warrant Extension Agreement as an exhibit.

Positive

• Warrant expiration extended to December 31, 2028 as explicitly stated in the agreement
• Public disclosure of substantial ownership: Glen A. Taylor and affiliated entities are disclosed as holding approximately 47.8% of Class A common stock

Negative

• Concentrated ownership with Mr. Taylor controlling ~47.8% of Class A common stock, which may affect governance dynamics
• Limited economic detail disclosed: the filing does not specify the number of warrants extended or any consideration for the extension

Insights

Corporate Governance Specialist

TL;DR: The company extended major shareholder warrants and disclosed near-majority ownership, changing timing of potential warrant exercises.

The filing documents a contractual extension of warrants held by entities controlled by Glen A. Taylor to a common expiration date of December 31, 2028, from prior expirations ranging from February 27, 2026 to June 26, 2027. The disclosure that Mr. Taylor owns approximately 47.8% of Class A common stock is material for shareholder control considerations. From a governance perspective, consolidating warrant expirations and publicly confirming substantial ownership are important for transparency and for understanding potential future voting dynamics, but the filing contains no further terms, economic consideration, or changes to voting rights beyond the agreement reference.

Securities & Capital Structure Analyst

TL;DR: Warrant maturities were extended to late 2028; the filing clarifies timing of potential equity dilution tied to warrants.

The company filed an 8-K attaching the Voting and Warrant Extension Agreement that moves GAT-related warrant expiration to December 31, 2028. Previously, those warrants would have expired between February 27, 2026 and June 26, 2027. The filing quantifies Mr. Taylor’s economic stake at ~47.8% of Class A common stock, which is a significant concentration. The document does not disclose exercise prices beyond a mention of $11.50 for the publicly listed warrants, nor does it provide the number of warrants extended or any cash/consideration exchanged for the extension.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2025

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40133		86-1369123
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4875 White Bear Parkway White Bear Lake, MN		55110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 900-3277

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		COCH		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		COCHW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into Material Definitive Agreement

On September 4, 2025, Envoy Medical, Inc. (the “Company”) entered into a Voting and Warrant Extension Agreement (the “Voting and Extension Agreement”) with Glen A. Taylor (“Taylor”), GAT Funding, LLC (“GAT”), and Taylor Sports Group, Inc. (“Taylor Sports” and, together with GAT and Taylor, the “Taylor Parties”). GAT and Taylor Sports are controlled by Mr. Taylor who owns, directly or indirectly, approximately 47.8% of the Company’s outstanding Class A Common Stock as of September 4, 2025 and is a former director of the Company.

Pursuant to the Voting and Warrant Extension Agreement, the Taylor Parties agreed to vote any shares beneficially owned by the Taylor Parties in favor of any proposal required to be approved by the Company’s stockholders to ensure compliance with certain Nasdaq Listing Rules, provide that the proposal is unanimously approved and recommended by the Board of Directors of the Company. The Taylor Parties’ voting obligations will be in effect through December 31, 2028 and will be binding on any transferees of the Class A Common Stock.

Under the Voting and Warrant Extension Agreement, the Company also granted registration rights to the Taylor Parties, under which the Company has agreed to register with the Securities and Exchange Commission the resale of shares of the Company’s Class A Common Stock held by the Taylor Parties upon the request of the Taylor Parties on or after March 31, 2026.

Also pursuant to the Voting and Warrant Extension Agreement, the Company agreed to extend the expiration date of warrants held by GAT to purchase an aggregate of 3,500,000 shares of the Company’s Class A Common Stock (the “GAT Warrants”) to December 31, 2028. Prior to the extension, the GAT Warrants had expiration dates from February 27, 2026 to June 26, 2027.

The foregoing summary of the Voting and Warrant Extension Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Voting and Warrant Extension Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Voting and Warrant extension Agreement by and among Envoy Medical, Inc., Glen A. Taylor, GAT Funding, LLC, and Taylor Sports Group, Inc. dated effective September 4, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVOY MEDICAL, INC.
September 9, 2025	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

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FAQ

What did Envoy Medical (COCH) disclose in this 8-K?

The company disclosed a Voting and Warrant Extension Agreement dated September 4, 2025 that extends certain GAT-related warrants to December 31, 2028.

Who are the parties to the Voting and Warrant Extension Agreement?

The parties named are Envoy Medical, Inc., Glen A. Taylor, GAT Funding, LLC, and Taylor Sports Group, Inc.

How much of Envoy Medical’s Class A stock does Glen A. Taylor own?

The filing states Mr. Taylor owns, directly or indirectly, approximately 47.8% of the Company’s outstanding Class A common stock as of September 4, 2025.

What were the warrants’ prior expiration dates before the extension?

Prior to the extension, the GAT warrants had expiration dates ranging from February 27, 2026 to June 26, 2027.

Does the filing state the exercise price for the warrants?

The document references redeemable warrants exercisable at an exercise price of $11.50 per share for the publicly listed warrants (COCHW).