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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):
February 11, 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 1.01 Entry into a Material Definitive Agreement
On February 11, 2026, Envoy Medical, Inc., a Delaware corporation
(the “Company”), commenced a best efforts public offering (the “Offering”) of an aggregate of (i) 47,946,150
shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”),
(ii) 27,053,850 pre-funded warrants (the “Pre-Funded Warrants”) to purchase 27,053,850 shares of Common Stock,
(iii) 45,000,000 Series A-1 Warrants to purchase 45,000,000 shares of Common Stock and/or pre-funded warrants (the “Series
A-1 Warrants”), and (iv) 75,000,000 Series A-2 Warrants to purchase 75,000,000 shares of Common Stock and/or pre-funded
warrants (the “Series A-2 Warrants” and, together with the Series A-1 Warrants, the “Common Warrants”).
The Common Warrants and Pre-Funded Warrants are collectively referred to herein as the “Warrants,” and the shares of
Common Stock issuable upon exercise of the Warrants are collectively referred to as the “Warrant Shares.” For each
Share (or Pre-Funded Warrant in lieu thereof) purchased, the investors received accompanying Common Warrants in the amount of six-tenths
(0.6) of a Series A-1 Warrant and one Series A-2 Warrant. The combined purchase price for the securities was $0.40 per Share (or $0.3999
per Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants.
Certain of the investors purchased their Shares and Pre-Funded Warrants,
together with the accompanying Common Warrants, pursuant to a securities purchase agreement, dated February 11, 2026, by and among
the Company and such investors (the “Purchase Agreement”).
Certain Company insiders participated in the Offering. Certain directors
and officers of the Company, including their related parties, purchased an aggregate of approximately 2,250,000 Shares, together with
accompanying Common Warrants, for approximately $0.9 million, and the beneficial owner of approximately 35.6% of the currently outstanding
shares of Common Stock purchased 18,750,000 Shares, together with accompanying Common Warrants, for $7.5 million. The purchase price per
Share and accompanying Common Warrants paid by the Company insiders was the same was paid by other investors in the Offering.
H.C. Wainwright & Co., LLC (“Wainwright”) acted
as the exclusive placement agent for the Offering pursuant to an Engagement Letter, dated September 17, 2025, as amended on December 17,
2025, February 9, 2026 and February 11, 2026 (the “Engagement Letter”). The closing of the Offering occurred on February 12,
2026 (the “Closing Date”).
Each Pre-Funded Warrant is exercisable for one
share of Common Stock at an exercise price of $0.0001 per share (as adjusted from time to time in accordance with the terms thereof).
The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised
in full, subject to the Beneficial Ownership Limitation described below.
Each Common Warrant has an exercise price of $0.40 per share (or $0.3999
per pre-funded warrant in lieu thereof) and will be exercisable beginning on the effective date of stockholder approval of the issuance
of the shares upon exercise of the Common Warrants (the “Stockholder Approval”). The Company agreed to seek Stockholder
Approval no later than 90 days after the consummation of Offering. If the Company does not obtain Stockholder Approval at the first stockholder
meeting for such purpose after the Offering, the Company agreed to call a stockholder meeting every 90 days thereafter until the earlier
of the date it obtains Stockholder Approval or the date the Common Warrants are no longer outstanding. The exercise price of the Common
Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other
property to our stockholders.
The Series A-1 Warrants expire on the earlier of (i) two years from
the initial exercise date, or (ii) 30 days from the Company’s achievement of Milestone 1 (defined below). The Series A-2
Warrants expire on the earlier of (i) five years from the initial exercise date, or (ii) 30 days from the Company’s achievement
of Milestone 2 (defined below). For purposes of the Series A-1 Warrants and Series A-2 Warrants, respectively, “Milestone 1”
means the Company’s public announcement that it has submitted a Premarket Approval Application to the U.S. Food and Drug Administration
(the “FDA”) for its Acclaim CI device, and “Milestone 2” means the Company’s public announcement
that the FDA has approved the marketing of its Acclaim CI device.
The Warrants may only be exercised on a cashless basis if there is
no registration statement registering, or the prospectus contained therein is not available for, the issuance of shares of Common Stock
underlying the Pre-Funded Warrants or Common Warrants, as applicable, to the holder. The holder of a Warrant may not exercise any such
warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its
affiliates exceeding 4.99% or 9.99% (at the election of the holder) of the total number of shares of Common Stock outstanding immediately
after giving effect to the exercise, which percentage may be increased or decreased at the holder's election not to exceed 9.99% (the
“Beneficial Ownership Limitation”).
The gross proceeds from the Offering, before deducting the placement
agent’s fees and other offering expenses payable by the Company, were approximately $30.0 million. The Company may receive up to
an additional approximately $48.0 million in gross proceeds if the Warrants are fully exercised for cash, provided that there is no guarantee
that any of the Warrants will be exercised. The Company currently intends to use the net proceeds from the Offering for working capital
and general corporate purposes to fund its operations during its FDA pivotal clinical study for its Acclaim CI device.
Pursuant to the Purchase Agreement, the Company has agreed not to issue,
enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement
thereto for 60 days after the Closing Date, subject to certain exceptions. In addition, the Company has agreed not to effect or enter
into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares
of Common Stock involving a variable rate transaction (as defined in the Purchase Agreement) until the one-year anniversary of the Closing
Date, subject to certain exceptions.
The Offering of the Shares, Warrants and Warrant Shares was made pursuant
to a Registration Statement on Form S-1, as amended (File No. 333-292260 ) (the “Primary Registration Statement”),
a Registration Statement on Form S-1MEF (File No. 333-293369) (the “462(b) Registration Statement” and, together with
the Primary Registration Statement, the “Registration Statement”), which was filed under Rule 462(b) under the
Securities Act of 1933, as amended, to increase the amount of securities registered under the Primary Registration Statement, and a prospectus,
dated February 11, 2026, included in the Registration Statement. The Primary Registration Statement was declared effective by the Securities
and Exchange Commission (the “Commission”) on February 11, 2026, and the 462(b) Registration Statement became
effective upon filing with the Commission on February 11, 2026. The Offering of the Shares, Warrants and Warrant Shares was made
only by means of a prospectus forming a part of the Registration Statement. The issuance of the Warrant Shares upon exercise of the Warrants
was also registered under the Registration Statement.
Pursuant to the Engagement Letter, the Company agreed to pay Wainwright
a fee equal to 7% of the aggregate gross proceeds received by the Company from the sale of the securities in the Offering.
Pursuant to the Engagement Letter, the Company will also issue to Wainwright
or its designees warrants (the “Placement Agent Warrants”) to purchase up to 3,750,000 shares of Common Stock, which
represents 5% of the aggregate number of shares of Common Stock and Pre-Funded Warrants issued in the Offering, with an exercise price
of $0.50 per share (representing 125% of the public offering price per share and accompanying Common Warrants) and a termination date
that will be the earliest of (i) the 24-month anniversary of the date of Stockholder Approval, (ii) 30 days following the occurrence of
Milestone 1 and (iii) five years from the commencement of the sales pursuant to the Offering.
The representations, warranties and covenants contained in the Purchase
Agreement and Engagement Letter were made solely for the benefit of the parties to the Purchase Agreement and Engagement Letter. In addition,
such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to such agreements
and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement and Engagement Letter are filed with this
report only to provide investors with information regarding the terms of transaction, and not to provide prospective investors with any
other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change
after the date of the Purchase Agreement or Engagement Letter, which subsequent information may or may not be fully reflected in public
disclosures.
The Purchase Agreement, the Engagement Letter, an amendment to the
Engagement Letter dated February 11, 2026, the form of Series A-1 Warrant, the form of Series A-2 Warrant, the form of Pre-Funded
Warrant, and the form of Placement Agent Warrant are either filed or incorporated by reference as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2,
4.3, and 4.4, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to,
and qualified in their entirety by, reference to the full text of such documents, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Item 8.01. Financial Statements and Exhibits.
On February 12, 2026, the Company issued a press release announcing
the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Series A-1 Warrant (incorporated by reference to Exhibit 4.10 to the Form S-1/A filed February 6, 2026). |
| 4.2 |
|
Form of Series A-2 Warrant (incorporated by reference to Exhibit 4.11 to the Form S-1/A filed February 6, 2026). |
| 4.3 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.9 to the Form S-1/A filed February 6, 2026). |
| 4.4 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.12 to the Form S-1/A filed February 6, 2026). |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of February 11, 2026, by and between the Company and the Purchasers party thereto. |
| 10.2 |
|
Engagement Letter, dated September 17, 2025, by and between Envoy Medical, Inc. and H.C. Wainwright & Co., LLC, as amended on December 17, 2025 and February 9, 2026 (incorporated by reference to Exhibit 10.34 to the Form S-1/A filed February 10, 2026). |
| 10.3 |
|
Amendment, dated February 11, 2026, to Engagement Letter, dated September 17, 2025, by and between Envoy Medical, Inc. and H.C. Wainwright & Co., LLC. |
| 99.1 |
|
Envoy Medical, Inc. Press Release, dated February 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within 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. |
| |
|
|
| February 13, 2026 |
By: |
/s/ Brent T. Lucas |
| |
|
Brent T. Lucas |
| |
|
Chief Executive Officer |
Exhibit 99.1
Envoy
Medical Announces Closing of Up to $78.0 Million Upsized Public Offering
$30.0
million upfront with up to an additional $48.0 million of potential aggregate gross proceeds upon the exercise in full of milestone-linked
warrants for cash
Offering
led by Nantahala Capital, with participation of healthcare-dedicated funds, including Broadfin Holdings, and participation from existing
shareholder, Glen Taylor, and members of the Company’s board of directors and management
Net
proceeds extend anticipated cash runway into second half of 2027, beyond expected PMA submission; if milestone-linked warrants are exercised
in full for cash, it is anticipated that the cash runway would extend well beyond first full year of commercialization
White
Bear Lake, Minnesota, February 12, 2026 — Envoy Medical® Inc. (NASDAQ: COCH) (“Envoy Medical” or the “Company”),
a hearing health company pioneering fully implanted hearing solutions, today announced the closing of its previously announced upsized
public offering of an aggregate of 75,000,000 shares of its Class A common stock (or pre-funded warrants in lieu thereof) accompanied
by Series A-1 common warrants to purchase up to 45,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and
Series A-2 common warrants to purchase up to 75,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof), at a
combined public offering price of $0.40 per share (or per pre-funded warrant in lieu thereof) and accompanying warrants.
“We
are pleased to have closed this transformational financing anchored by Nantahala Capital and with strong support from Glen Taylor, other
healthcare funds, and several members of the Board of Directors and management. We believe this financing reflets a vote of confidence
in the potential for our fully internal cochlear implant and a belief in the potential to not only capture significant market share but
also to hopefully expand this multi-billion-dollar market,” said Brent Lucas, Chief Executive Officer of Envoy Medical. “The
net proceeds from today’s closing extend our projected cash runway beyond the submission of our PMA application and into the second
half of 2027. Furthermore, if the milestone-linked warrants are exercised in full, our projected cash runway would extend beyond FDA’s
approval decision and into the second year of commercialization.”
H.C.
Wainwright & Co. acted as the exclusive placement agent for the offering.
The
Series A-1 common warrants will have an exercise price of $0.40 per share, will become exercisable beginning on the effective
date of stockholder approval of the issuance of the shares upon exercise of the warrants (the “Stockholder Approval Date”)
and will expire on the earlier of (i) the 24-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date
the Company publicly announces that it has submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration
(the “FDA”) for its Acclaim cochlear implant. The Series A-2 common warrants will have an exercise price of $0.40 per
share, will become exercisable beginning on the Stockholder Approval Date and will expire on the earlier of (i) the 60-month anniversary
of the Stockholder Approval Date or (ii) 30 days following the date the Company publicly announces that it has received FDA approval
for its Acclaim cochlear implant.
The
aggregate gross proceeds to Envoy Medical from the offering were approximately $30.0 million, before deducting the placement
agent’s fees and other offering expenses payable by Envoy Medical. The potential additional gross proceeds to Envoy Medical from
the Series A-1 common warrants and Series A-2 common warrants, if fully-exercised on a cash basis following the Stockholder Approval
Date, will be approximately $48.0 million. No assurance can be given that any of such Series A-1 common warrants or Series A-2 common
warrants will be exercised for cash or exercised at all. It is possible that the Series A-1 common warrants and Series A-2 common warrants
may expire and may never be exercised.
Envoy
Medical intends to use the net proceeds from the offering for working capital and other general corporate purposes to fund its operations
during its FDA pivotal clinical study.
The
securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-292260), as amended, originally
filed on December 18, 2025 with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on February
11, 2026 and the related registration statement filed under Rule 462(b) of the Securities Act of 1933, as amended, which became automatically
effective upon filing. The offering was made only by means of a prospectus which forms a part of the effective registration statements
relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus
may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC
at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction.
About
Envoy Medical, Inc.
Envoy
Medical (NASDAQ: COCH) is a hearing health company focused on providing innovative technologies across the hearing loss spectrum. Envoy
Medical has pioneered one-of-a-kind, fully implanted devices for hearing loss, including its fully implanted Esteem® active middle
ear implant, commercially available in the U.S. since 2010, and the fully implanted Acclaim® cochlear implant, an investigational
device. Envoy Medical is dedicated to pushing hearing technology beyond the status quo to improve access, usability, compliance, and
ultimately quality of life.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does
not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the use of
proceeds from the offering, the ability of the Company to obtain stockholder approval of the issuance of the shares upon exercise of
the Series A-1 common warrants and Series A-2 common warrants, the ability of the Company to achieve certain milestone events, the exercise
of the Series A-1 common warrants and Series A-2 common warrants upon the achievement of such milestone events or otherwise prior to
their expiration and the receipt of proceeds therefrom, and the Company’s anticipated cash runway, and other risks and uncertainties
set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements”
in the prospectus relating to the offering and the Annual Report on Form 10-K filed by Envoy Medical on March 31, 2025, and in other
reports Envoy Medical files with the SEC. If any of these risks materialize or Envoy Medical’s assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect
Envoy Medical’s good faith beliefs, they are not guarantees of future performance. Envoy Medical disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods,
future events or other changes after the date of this press release, except as required by applicable law. You should not place undue
reliance on any forward-looking statements, which are based only on information currently available to Envoy Medical.
Investor
Contact:
Phil Carlson
KCSA Strategic Communications
O: 212.896.1233
E: Envoy@kcsa.com
Media Contact:
Anne Donohoe
KCSA Strategic Communications
O: 732-620-0033
E: Envoy@kcsa.com
