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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):
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 |
2
