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

Rhea-AI Filing Summary

Envoy Medical (COCH) received a Nasdaq compliance extension. The Nasdaq Hearings Panel granted the company an exception to satisfy the $35 million market value of listed securities requirement through February 23, 2026.

The company must promptly notify the Panel of any significant events that could affect meeting the exception’s terms. Envoy was first notified of noncompliance on February 25, 2025, did not regain compliance within the 180-day cure period, and presented its case at a hearing on October 2, 2025. On October 27, 2025, it issued a press release announcing the Panel’s decision.

Envoy’s Class A common stock trades on Nasdaq under COCH, and its redeemable warrants under COCHW.

Insights

Equity Listings & Market Structure Analyst

Nasdaq extension defers delisting risk to Feb 2026.

The Panel’s exception allows Envoy Medical time to meet Nasdaq’s $35 million market value of listed securities requirement. This keeps its current listing status in place while the exception is active.

The company must report significant events to the Panel, which underscores ongoing scrutiny. The extension follows an earlier noncompliance notice on February 25, 2025 and a hearing on October 2, 2025.

Actual impact depends on whether the company reaches the MVLS threshold by February 23, 2026. Subsequent filings may provide updates on compliance progress.

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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 23, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 23, 2025, the Nasdaq Hearings Panel (the “Panel”) notified Envoy Medical, Inc. (the “Company) that it has granted the Company’s request for an exception to demonstrate compliance with the $35 million market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”) for continued listing through February 23, 2026 (the “Exception”). Pursuant to the Exception, the Company is required to, and fully intends to, provide the Panel with prompt notification of any significant events that occur, including any event that may call into question the Company’s ability to satisfy the terms of the Exception.

As previously disclosed, the Company initially received a notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on February 25, 2025 indicating that the Company was not in compliance with the MVLS Requirement. Also as previously disclosed, the Company received a determination letter from Nasdaq notifying the Company that it has not regained compliance with the MVLS Requirement within the 180 day cure period, which determination letter informed the Company that it can request a hearing regarding Nasdaq’s determination with the Panel. The Hearing was held on October 2, 2025.

Item 8.01 Other Events

On October 27, 2025, the Company issued a press release regarding the Panels grant of the Exception.

A copy of the press release is attached hereto and incorporated by reference herein as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Envoy Medical, Inc. Press Release, dated October 27, 2025.
104		Cover Page Interactive Data File (embedded within 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.
October 28, 2025	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

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FAQ

What did Nasdaq grant Envoy Medical (COCH)?

A Hearings Panel granted an exception to meet the $35 million market value of listed securities requirement through February 23, 2026.

What is the specific Nasdaq requirement Envoy Medical must meet?

It must satisfy the $35 million market value of listed securities threshold under Nasdaq Listing Rule 5550(b)(2).

How long is Envoy Medical’s compliance extension in effect?

Through February 23, 2026, per the Panel’s granted exception.

Why did Envoy Medical face a listing issue on Nasdaq?

Nasdaq notified the company on February 25, 2025 that it was not in compliance with the $35 million MVLS requirement.

When did Envoy Medical have its Nasdaq hearing?

The hearing was held on October 2, 2025 before the Nasdaq Hearings Panel.

What tickers does Envoy Medical trade under on Nasdaq?

Class A common stock trades as COCH; redeemable warrants trade as COCHW.

Did Envoy Medical issue a press release about the extension?

Yes. A press release dated October 27, 2025 was furnished as Exhibit 99.1.