What risks does Envoy Medical highlight related to its Nasdaq compliance efforts?

Envoy Medical cites risks from unpredictable share prices, substantial costs, and management distraction in addressing the bid-price deficiency. It also references broader risks described in the Risk Factors section of its Form 10-K for the year ended December 31, 2025, and subsequent SEC filings.

Envoy Medical gets extension on Nasdaq bid rule

Envoy Medical, Inc. reports that Nasdaq has granted an additional 180-day period, until November 16, 2026, to regain compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement for its Class A common stock.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Envoy Medical, Inc. reports that Nasdaq has granted an additional 180-day period, until November 16, 2026, to regain compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement for its Class A common stock.

The company previously failed to meet this bid price by the initial May 18, 2026 deadline, after its shares traded below $1.00 for 30 consecutive business days. Envoy remains otherwise in compliance with Nasdaq Capital Market listing standards and has notified Nasdaq that it intends to cure the deficiency, including potentially implementing a reverse stock split if needed.

Insights

Envoy gets more time on Nasdaq bid rule, with reverse split on the table.

Envoy Medical remains out of compliance with Nasdaq’s $1.00 minimum bid price rule but has secured a second 180-day window to fix the issue through November 16, 2026. The stock had traded below $1.00 for 30 consecutive business days before the initial deadline.

This extension was granted because the company meets all other Nasdaq Capital Market listing criteria, including market value of publicly held shares. Envoy has indicated it may pursue a reverse stock split to boost the per-share price if necessary to satisfy the bid-price standard.

The filing highlights risks tied to unpredictable trading prices and potential costs and management distraction related to regaining compliance. Subsequent company filings may clarify whether a reverse split is formally approved and how trading prices evolve relative to the $1.00 threshold.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Nasdaq minimum bid price: $1.00 per share Initial compliance period length: 180 calendar days Second compliance period length: 180 calendar days +3 more

6 metrics

Nasdaq minimum bid price $1.00 per share Required closing bid for continued Nasdaq Capital Market listing

Initial compliance period length 180 calendar days First bid-price compliance window ending May 18, 2026

Second compliance period length 180 calendar days Extension to regain bid-price compliance until November 16, 2026

Noncompliance trigger period 30 consecutive business days Days with bid price below $1.00 before initial notice

Regain-compliance requirement 10 consecutive business days Closing bid must be at least $1.00 for this period

Second compliance deadline November 16, 2026 End of extended period to meet Nasdaq bid rule

Key Terms

Bid Price Requirement, Nasdaq Capital Market, reverse stock split, forward-looking statements, +1 more

5 terms

Bid Price Requirement financial

"had failed to comply with the $1.00 minimum bid price required for continued listing"

A bid price requirement is a rule that specifies the minimum price a buyer must offer per share when making an official purchase proposal, tender offer, auction bid, or similar transaction. It matters to investors because it sets a floor for negotiations and valuation—like a reserve price in an auction—ensuring bids meet regulatory, contract or market standards and helping shareholders and markets judge whether an offer is fair or likely to succeed.

Nasdaq Capital Market financial

"for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse stock split financial

"its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

market value of publicly held shares financial

"based on the Company meeting the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

FAQ

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

What did Envoy Medical (COCH) announce regarding its Nasdaq listing?

Envoy Medical disclosed that Nasdaq granted a second 180-day compliance period, until November 16, 2026, to regain the $1.00 minimum bid price. The company continues to meet other Nasdaq Capital Market listing requirements and is working on remedies to address the bid-price shortfall.

Why is Envoy Medical (COCH) out of compliance with Nasdaq rules?

Envoy Medical’s Class A common stock failed to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. This violated Nasdaq Listing Rule 5550(a)(2), triggering a deficiency notice and creating a risk that the shares could eventually be delisted from the Nasdaq Capital Market.

How long does Envoy Medical have to fix the Nasdaq bid-price deficiency?

After missing the initial May 18, 2026 deadline, Envoy Medical received a second 180-day compliance period that runs until November 16, 2026. During this time, its closing bid must reach at least $1.00 for ten consecutive business days to regain compliance with Nasdaq’s bid-price requirement.

What steps might Envoy Medical (COCH) take to regain Nasdaq bid-price compliance?

Envoy Medical has notified Nasdaq that it intends to cure the bid-price deficiency, which may include implementing a reverse stock split. A reverse split would reduce the number of outstanding shares and increase the trading price per share to meet the $1.00 threshold.

Does Envoy Medical still meet other Nasdaq Capital Market listing standards?

Yes. Nasdaq granted the extension because Envoy Medical meets the continued listing requirement for market value of publicly held shares and all other applicable Capital Market standards, except the bid-price rule. The primary issue remains the stock’s failure to trade at or above $1.00 per share.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:05 PM EDT

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): May 19, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on November 19, 2025, Envoy Medical, Inc. (the “Company”), received a staff determination notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that its Class A Common Stock, par value $0.0001 per share (the “Common Stock”), had failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market (the “Capital Market”) under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) for the 30 consecutive business days prior to the date of the Notice.

The Notice had no immediate effect on the listing of the Common Stock on Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until May 18, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock was required to meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to the Compliance Date.

On May 19, 2026, the Company received a second staff notification from Nasdaq informing the Company that, although the Company had not met the Bid Price Requirement by the Compliance Date, the Company is eligible for an additional 180 day period, until November 16, 2026, to meet the Bid Price Requirement (the “Second Compliance Period”). Nasdaq’s determination that the Company is eligible for a Second Compliance Period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for listing on the Capital Market with the exception of the bid price requirement and the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,” “intend,” “remain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “seek,” “continue,” “estimate,” “and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to: the Company’s ability to cure any deficiencies in compliance with the Bid Price Requirement, or other Nasdaq listing rules, or maintain compliance with other Nasdaq listing rules; the Company’s intent to implement a reverse stock split to regain compliance with the Bid Price Requirement; and whether any such reverse stock split will actually allow the Company to meet the Bid Price Requirement. These forward-looking statements are subject to a number of risks, including risks related to the unpredictable nature of market trade prices; risks related to the substantial costs and diversion of management’s attention and resources due to these matters; and those risks and uncertainties identified in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its other subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

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.

May 22, 2026	By:	/s/ Brent Lucas
		Brent Lucas
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Envoy Medical gets extension on Nasdaq bid rule

Rhea-AI Filing Summary