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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):
November 19, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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"),
has failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2) for the 30 consecutive business days prior to the date of the Notice.
The Notice has no immediate effect on the listing of the Common
Stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been 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 must meet or exceed $1.00 per share for a minimum of ten
consecutive business days prior to the Compliance Date.
If the Company is unable to regain compliance by the Compliance
Date, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement.
To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq
will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal
the delisting determination to a Hearings Panel.
The Company intends to monitor the closing bid price of the Common
Stock and will, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under
the Nasdaq Listing Rules.
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. |
| |
|
|
| November 25, 2025 |
By: |
/s/ Brent Lucas |
| |
|
Brent Lucas |
| |
|
Chief Executive Officer |