Envoy Medical: 1-for-5 to 1-for-25 reverse split approved

Envoy Medical, Inc. stockholders approved an amendment authorizing the Board of Directors, at its discretion, to effect one or more reverse stock splits of Class A common stock at a ratio from 1-for-5 to 1-for-25, at any time through December 31, 2026.

Rhea-AI Filing Summary

Envoy Medical, Inc. stockholders approved an amendment authorizing the Board of Directors, at its discretion, to effect one or more reverse stock splits of Class A common stock at a ratio from 1-for-5 to 1-for-25, at any time through December 31, 2026. The first proposal received 44,012,206 votes for, 50,668 against and 1,872 abstentions.

Stockholders also approved an adjournment proposal to allow time to gather votes for the Issuance Proposal or ensure a quorum; that authority was not used. The second proposal received 43,642,799 votes for, 406,221 against and 15,726 abstentions.

Filing Explained

The vote authorizes the Board to effect a reverse split; it does not itself change shares, and if used, the split would reduce the share count and raise the per-share price proportionally, without changing company value by the split itself.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Approved reverse stock split ratio range: 1-for-5 to 1-for-25 Deadline for possible reverse stock split: December 31, 2026 Reverse Stock Split Proposal votes: 44,012,206 for; 50,668 against; 1,872 abstentions +1 more

4 metrics

Approved reverse stock split ratio range 1-for-5 to 1-for-25 Authorized by stockholders for possible action at the Board of Directors' discretion

Deadline for possible reverse stock split December 31, 2026 The Board of Directors may act at any time prior to or on this date

Reverse Stock Split Proposal votes 44,012,206 for; 50,668 against; 1,872 abstentions Special Meeting voting results

Adjournment Proposal votes 43,642,799 for; 406,221 against; 15,726 abstentions Special Meeting voting results

Key Terms

reverse stock splits, quorum, Class A Common Stock

3 terms

reverse stock splits financial

"effect one or more reverse stock splits"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

quorum regulatory

"to ensure a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Class A Common Stock financial

"issued and outstanding Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split ratio did COCH stockholders approve?

COCH stockholders approved an amendment allowing the Board of Directors, at its discretion, to effect one or more reverse stock splits of Class A common stock at a ratio from 1-for-5 to 1-for-25, through December 31, 2026.

Was the COCH special meeting adjourned?

No. Stockholders approved the adjournment proposal, but the authority to adjourn the meeting was not used. The proposal allowed adjournment if necessary to gather votes to approve the Issuance Proposal or to ensure a quorum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/16/2026 - 04:30 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:30 PM EDT Learn about SEC filing dates

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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): October 12, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 12, 2026, Envoy Medical, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders (the “Stockholders”) voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors, effect one or more reverse stock splits with respect to our issued and outstanding Class A Common Stock, par value $0.0001 per share, at any time prior to or on December 31, 2026, at a ratio of 1-for-5 to 1-for-25, as further described in the Proxy Statement for the Special Meeting(the “Reverse Stock Split Proposal”).

The Stockholders also approved an administrative proposal to allow adjournments of the Special Meeting if necessary to permit gathering necessary votes to approve the Issuance Proposal or to ensure a quorum (the “Adjournment Proposal”), which authority to adjourn the Special Meeting was not used.

The Special Meeting voting results were as follows:

1. Reverse Stock Split Matter:

For:		Against:		Abstain:
44,012,206		50,668		1,872

2. Adjournment Proposal:

For:		Against:		Abstain:
43,642,799		406,221		15,726

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

1

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.
October 16, 2026	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.2 KB
• EX-101 XBRL LABEL FILE 36.3 KB
• EX-101 XBRL PRESENTATION FILE 24.9 KB