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

Rhea-AI Filing Summary

Gilead Sciences (GILD) – Form 4 insider transaction: Chairman & CEO Daniel P. O’Day sold a total of 10,000 common shares on 28 Jul 2025 under a Rule 10b5-1 trading plan adopted 28 Feb 2025.

• Sales executed in two blocks: 1,655 sh @ $113.17 avg and 8,345 sh @ $114.09 avg, implying total proceeds of roughly $1.13 million.
• Post-sale direct ownership falls to 605,725 shares, down ~1.6 % from 615,725 pre-trade.
• No derivative transactions were reported.

The modest size and pre-planned nature of the sale suggest limited informational value, but investors often monitor CEO transactions for sentiment cues.

Positive

• CEO retains 605,725 shares, maintaining strong equity alignment with shareholders.

Negative

• Insider selling by the CEO (10,000 shares) can be perceived as a mild negative sentiment signal, even if pre-planned.

Insights

Securities Analyst

TL;DR: Small, pre-planned CEO sale; neutral signal.

O’Day’s 10k-share sale represents <2 % of his stake and was executed under a 10b5-1 plan, limiting discretionary timing. With >600k shares still held, alignment with shareholders remains high. The dollar amount is immaterial to GILD’s $140 bn market cap, so trading liquidity and valuation impact are negligible. I view this filing as routine and do not change my model or rating.

Corporate Governance Expert

TL;DR: Governance-compliant sale; watch pattern, not event.

The filing reflects good governance: advance 10b5-1 adoption and transparent price ranges. Frequency and aggregate volume of future sales will matter more than this isolated transaction. No red flags on ownership commitment; O’Day retains substantial skin in the game.

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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): July 28, 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 1.01 Entry into a Material Definitive Agreement.

Envoy Medical, Inc. (the “Company”) has previously issued Stock Purchase Warrants (the “Shortfall Warrants”) to Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC” and, collectively with MSOF, MCP and MSTO, the “Meteora Parties”) pursuant to the terms of the Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, Envoy Medical Corporation, and the Meteora Parties.

On July 28, 2025, the Company and the Meteora FPA Parties entered into an Amendment No. 3 to Common Stock Purchase Warrant to amend the 3,209,511 Shortfall Warrants that remain outstanding to change the exercise price (the “Warrant Amendment”). Pursuant to the Warrant Amendment, the exercise price of the Shortfall Warrants is determined based on a volume weighted average price (VWAP) formula, measured weekly, and subject to a minimum price of $1.50 per share.

The issuance and resale of the shares of the Company’s Class A Common Stock issuable upon exercise of the Warrants and the resale of the Shortfall Warrants were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.

The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Amendment to Forward Stock Purchase Agreement, between the Meteora FPA Parties and the Company, dated July 28, 2025.
104		Cover Page Interactive Data File (embedded within the 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.

Date: July 29, 2025	ENVOY MEDICAL, INC.
	By:	/s/ Brent Lucas
		Brent Lucas
		Chief Executive Officer

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FAQ

How many GILD shares did CEO Daniel O’Day sell?

He sold 10,000 common shares on 28 Jul 2025.

What were the sale prices for the GILD insider transaction?

Average prices were $113.17 for 1,655 shares and $114.09 for 8,345 shares.

Was the sale executed under a 10b5-1 plan?

Yes, the trades were made pursuant to a Rule 10b5-1 plan adopted on 28 Feb 2025.

How many Gilead shares does the CEO now own?

After the sale, Daniel O’Day directly owns 605,725 shares of GILD.

Does this filing indicate a major change in insider ownership?

No, the sale reduced holdings by ~1.6 %, a relatively small change.