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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):
August 25, 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 1.02 Termination of a Material Definitive Agreement
On August 25, 2025, Envoy Medical, Inc. (the “Company”)
entered into a Satisfaction of Promissory Notes (the “Satisfaction Agreement”) with GAT Funding, LLC (“GAT Funding”),
an entity controlled by the Company’s largest stockholder, Glen Taylor. Pursuant to the terms of the Satisfaction Agreement, all
of the Company’s obligations under promissory notes issued to GAT Funding on February 27, 2024, August 27, 2024, and March 6, 2025,
respectively, each in the initial principal amount of $10,000,000 will be deemed fully satisfied, including all interest obligations included
therein, in exchange for a one-time payment by the Company to GAT Funding in the amount of $100,000.
Also on August 25, 2025, the Company paid GAT Funding $100,000, which
extinguished the aggregate $32,011,552 in principal and accrued interest on the promissory notes to GAT Funding. The Satisfaction Agreement
was approved for the Company by the Audit Committee of the Board of Directors of the Company, comprised of all independent directors.
Mr. Taylor did not serve on the Audit Committee.
The foregoing description of the Satisfaction Agreement is qualified
by reference to the terms of the Satisfaction Agreement, which is attached hereto as Exhibit 10.1.
A copy of a press release issued by the Company on August 26, 2025
regarding the Satisfaction Agreement and the matters disclosed under Item 5.02 below is attached hereto as Exhibit 99.1. The information
set forth Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit
99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 25, 2025, Glen Taylor delivered to the Company his resignation
from the Board of Directors effective immediately. Mr. Taylor indicated that his resignation from the Board of Directors was to allow
him to focus more attention to his other business interests and not because of a disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Satisfaction of Promissory Notes by and between the Company and GAT Funding, LLC, dated effective August 25, 2025. |
| 99.1 |
|
Press Release Issued by the Company on August 26, 2025. |
| 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. |
| |
|
| August 26, 2025 |
By: |
/s/ Brent T. Lucas |
| |
|
Brent T. Lucas |
| |
|
Chief Executive Officer |
2
