Envoy Medical (NASDAQ: COCH) awards options to CEO and CFO

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Envoy Medical, Inc. reported that its Compensation Committee approved new stock option grants for its Chief Executive Officer and Interim Chief Financial Officer under the company’s 2023 Equity Incentive Plan.

On February 5, 2026, CEO Brent Lucas received options to purchase 200,000 shares of Class A common stock, and Interim CFO Robert Potashnick received options for 15,000 shares. Both grants have an exercise price of $0.53 per share, matching the closing price on the Nasdaq Capital Market on the award date. Twenty‑five percent of each grant vests after one year, with the remaining options vesting pro rata over the following 36 months, and each award has a 10‑year term.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

02/11/2026 - 04:00 PM

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): February 5, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 5, 2026 (the “Award Date”), the Compensation Committee of the Board of Directors of Envoy Medical, Inc. (the “Company”) approved the issuance of stock options to the Company’s Chief Executive Officer, Brent Lucas, and its Interim Chief Financial Officer, Robert Potashnick under the Company’s 2023 Equity Incentive Plan, as amended (the “Equity Incentive Plan”).

Mr. Lucas was awarded options to purchase 200,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), and Mr. Potashnick was awarded options to purchase 15,000 shares of Common Stock (collectively, the “Option Awards”). Both Option Awards have the following terms: (i) an exercise price equal to the closing price of the Common Stock on the Nasdaq Capital Market on the Award Date, which was $0.53 per share, (ii) 25% of the options vest after one year and the remainder vest pro rata at the end of each of the following 36 months, and (iii) expire 10 years after the Award Date.

The Option Awards were issued on forms of stock option award that have been previously filed by the Company and are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

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.
February 11, 2026	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive stock option grants did Envoy Medical (COCH) approve?

Envoy Medical approved stock options for its CEO and Interim CFO. CEO Brent Lucas received options for 200,000 shares, and Interim CFO Robert Potashnick received 15,000, all under the 2023 Equity Incentive Plan at a $0.53 per share exercise price.

What is the exercise price of the new Envoy Medical (COCH) stock options?

The exercise price for the new Envoy Medical stock options is $0.53 per share. This price equals the closing price of the company’s Class A common stock on the Nasdaq Capital Market on February 5, 2026, the award date.

How do the Envoy Medical (COCH) executive stock options vest?

The options vest over four years. Twenty-five percent of each award vests after one year, and the remaining 75% vests pro rata at the end of each of the following 36 months, aligning vesting with ongoing executive service.

What is the term of the Envoy Medical (COCH) executive stock option awards?

Each Envoy Medical executive stock option award expires 10 years after the February 5, 2026 award date. This 10‑year term defines how long the CEO and Interim CFO can choose to exercise their vested options, subject to plan conditions.

Under which plan were the Envoy Medical (COCH) stock options granted?

The stock options were granted under Envoy Medical’s 2023 Equity Incentive Plan, as amended. The company notes these awards use previously filed stock option award forms included in Envoy Medical’s Annual Report on Form 10-K for the year ended December 31, 2024.

Who are the Envoy Medical (COCH) executives receiving these stock options?

The option awards went to CEO Brent Lucas and Interim CFO Robert Potashnick. Lucas received options to purchase 200,000 shares of Class A common stock, while Potashnick received options for 15,000 shares, both with identical pricing and vesting terms.

Filing Exhibits & Attachments

4 documents