Envoy Medical completes 1-for-10 reverse stock split

The split also proportionately adjusts warrants, convertible securities and equity-plan awards, while leaving authorized shares and par value unchanged.

Filing Impact

(Very High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Envoy Medical, Inc. (COCH) effected a 1-for-10 reverse stock split of its Class A common stock effective October 26, 2026, at 12:01 a.m. Eastern Time. The stock began trading on a post-split basis at market open that day on the Nasdaq Capital Market under the COCH symbol.

Every 10 issued and outstanding shares automatically converted into one share. Outstanding warrants and other convertible securities, along with shares and prices under the company’s stock incentive and compensation plans, are proportionately adjusted under their respective terms. No fractional shares are issued; holders who otherwise would receive a fractional share receive cash in lieu. The authorized share count and par value remain unchanged.

Filing Explained

Envoy states that the completed reverse split was intended to maintain compliance with Nasdaq’s $1 minimum bid-price requirement.

8-K Event Classification

4 items: 3.03, 5.03, 7.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse stock split ratio: 1-for-10 Effective time: October 26, 2026, 12:01 a.m. Eastern Time Minimum bid price requirement: $1.00 per share +1 more

4 metrics

Reverse stock split ratio 1-for-10 Every 10 issued and outstanding shares converted into one share.

Effective time October 26, 2026, 12:01 a.m. Eastern Time The reverse stock split became effective at this time.

Minimum bid price requirement $1.00 per share Nasdaq continued-listing requirement cited by the company.

Par value $0.0001 per share The company stated that par value would not be affected by the reverse stock split.

Key Terms

reverse stock split, fractional share, exchange agent, minimum bid price requirement

4 terms

reverse stock split financial

"to effectuate a 1-for-10 reverse stock split"

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.

exchange agent technical

"will act as the exchange agent for the Reverse Stock Split"

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

minimum bid price requirement regulatory

"maintain compliance with the $1.00 minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Stock Split

1-for-10 reverse split · Effective October 26, 2026

Split Ratio 1-for-10 reverse split

Effective Date October 26, 2026

FAQ

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

Why did COCH implement a 1-for-10 reverse stock split?

Envoy Medical said the reverse split was intended to maintain compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing. The company also said the split may improve trading liquidity by increasing the per-share price, which could enable a broader range of institutions to invest.

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

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Available on EDGAR 10/27/2026 - 08:41 AM EDT Accepted by SEC EDGAR 10/27/2026 - 08:40 AM 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): October 23, 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 3.03. Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current Report”) is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2026, Envoy Medical, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s Class A common stock (the “Common Stock”). The Reverse Stock Split became effective on October 26, 2026, at 12:01 a.m., Eastern Time (the “Effective Time”). The Common Stock began trading on a post-split basis on The Nasdaq Capital Market as of the open of trading on October 26, 2026. The ticker symbol for the Common Stock remains “COCH.”

As previously disclosed, at the special meeting of stockholders held on October 12, 2026 (the “Special Meeting”), the Company’s stockholders approved the Amendment and authorized the Company’s board of directors (the “Board”) to determine the ratio of the Reverse Stock Split within a specified range of not less than 1-for-5 and not more than 1-for-25. Following the Special Meeting, on October 12, 2026, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-10.

The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 29415V307.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share of Common Stock in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

As of the Effective Time, every 10 issued and outstanding shares of Common Stock will automatically be combined and converted into one share of Common Stock. In addition, the exercise prices of, and the number of shares subject to, the Company’s outstanding warrants and other convertible securities will be proportionately adjusted in accordance with their respective terms. Likewise, as of the Effective Time, the administrator of each of the Company’s existing stock incentive and compensation plans will make the equitable adjustments required or permitted under the applicable plan. Such adjustments will reflect the ratio of the Reverse Stock Split, including corresponding adjustments, as applicable, to the number of shares underlying outstanding options, stock appreciation rights, restricted stock units, performance-based restricted stock units, restricted stock and other stock-based awards and outstanding purchase rights, the number of shares available under such plans, the applicable plan share limits, and the applicable per-share exercise or purchase prices, subject only to adjustments for rounding. The precise adjustments will be subject to the terms of the applicable plan, the applicable award agreements and offering documents, applicable tax requirements, and any rounding conventions adopted by the applicable administrator.

Equiniti, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split and will provide stockholders with a transaction statement reflecting their post-split shareholdings. Stockholders holding shares of Common Stock through a broker, bank, or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to the particular processes of such broker, bank, or other nominee, and generally will not be required to take any action.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 22, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of that press release is attached as Exhibit 99.1 to this Current Report.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment, filed on October 23, 2026
99.1		Press Release, dated October 22, 2026
104		Cover Page Interactive Data File (embedded with 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.

October 27, 2026	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer

Exhibit 99.1

Envoy Medical Announces Reverse Stock Split

White Bear Lake, Minnesota – October 22, 2026 – Envoy Medical® Inc. (NASDAQ: COCH) (“Envoy Medical” or the “Company”), a hearing health and neuroprosthetics company pioneering fully implanted hearing solutions, today announced that it will implement a 1-for-10 reverse stock split of its outstanding shares of Class A common stock (“Common Stock”), effective at 12:01 a.m. Eastern Time on October 26, 2026 (the “Reverse Split”). The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “COCH” and will begin trading on a reverse split-adjusted basis at market open on October 26, 2026. Following the Reverse Split, the Common Stock will trade underthe new CUSIP number 29415V307.

The Reverse Split was authorized by the Company’s stockholders at a Special Meeting held October 12, 2026. The Reverse Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Common Stock on Nasdaq and may improve trading liquidity by increasing the price per share of our Class A common stock, which could enable a broader range of institutions to invest.

As of the effective time of the Reverse Split, every 10 shares of issued and outstanding shares of Common Stock will automatically be combined and converted into one share of Common Stock. In addition, the exercise prices of, and the number of shares subject to, the Company’s outstanding warrants and other convertible securities will likewise be proportionately adjusted in accordance with their respective terms. Proportionate adjustments will be made to the number of shares issuable under the Company’s existing stock incentive and compensation plans.

No fractional shares of Common Stock will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of common stock as a result of the Reverse Split will received the cash value of the stock they would otherwise have received. Equiniti, the Company’s transfer agent, will act as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement reflecting their post-split shareholdings. The number of authorized shares of Common Stock and the par value per share will remain unchanged.

About Envoy Medical, Inc.

Envoy Medical (NASDAQ: COCH) is a hearing health and neuroprosthetics 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.

About the Fully Implanted Acclaim® Cochlear Implant

We believe the fully implanted Acclaim Cochlear Implant (“Acclaim CI”) is a first-of-its-kind hearing device. Envoy Medical’s fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.

The Acclaim CI is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The Acclaim CI is expected to be indicated for adults who have been deemed adequate candidates by a qualified physician.

The Acclaim Cochlear Implant received the Breakthrough Device Designation from the U.S. Food and Drug Administration (FDA) in 2019.

CAUTION The fully implanted Acclaim Cochlear Implant is an investigational device. Limited by Federal (or United States) law to investigational use.

About the Esteem® Fully Implanted Active Middle Ear Implant (FI-AMEI)

The Esteem fully implanted active middle ear implant (FI-AMEI) is the only FDA-approved, fully implanted* hearing device for adults diagnosed with moderate to severe sensorineural hearing loss allowing for 24/7 hearing capability using the ear’s natural anatomy. The Esteem FI-AMEI hearing implant is invisible and requires no externally worn components and nothing is placed in the ear canal for it to function. Unlike hearing aids, you never put it on or take it off. You can’t lose it. You don’t clean it. The Esteem FI-AMEI hearing implant offers true 24/7 hearing.

*Once activated, the external Esteem FI-AMEI Personal Programmer is not required for daily use.

Important safety information for the Esteem FI-AMEI can be found at: https://www.envoymedical.com/safety-information.

Additional Information and Where to Find It

Copies of the documents filed by Envoy Medical with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. Forward-looking statements may include, but are not limited to, statements related to the Reverse Split, the effectiveness of the Certificate of Amendment, the Company’s ability to regain or maintain compliance with Nasdaq’s minimum bid price requirement, and statements regarding the other potential benefits of the Reverse Split, including increased liquidity and the potential of additional institutional investors acquiring the Company’s stock, as well as statements, other than historical facts, that address activities, events or developments that the Company intends, expects, projects, plans, believes or anticipates will or may occur in the future. These forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and any updates thereto under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website at www.sec.gov. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors or to assess the impact such risk factors might have on our business. Envoy Medical undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, that occur after the date of this release, except as required by law. 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED OCTOBER 22, 2026 16.7 KB