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Envoy Medical, Inc. completed an upsized public offering that raised approximately $30.0 million in gross proceeds by selling an aggregate of 75,000,000 shares of Class A common stock (or pre-funded warrants in lieu) plus milestone-linked Series A-1 and Series A-2 warrants to purchase up to 120,000,000 additional shares.
The warrants carry a $0.40 exercise price and become exercisable after stockholder approval, with earlier expirations tied to FDA milestones for the company’s Acclaim cochlear implant. If fully exercised for cash, the warrants could bring in about $48.0 million more. Envoy plans to use the net proceeds for working capital and to fund its pivotal FDA clinical study, and it expects the financing to extend its cash runway into the second half of 2027.
Envoy Medical is registering up to 150,803,850 shares of Class A common stock underlying pre-funded, Series A-1, Series A-2 and placement agent warrants, alongside 47,946,150 shares of common stock and 27,053,850 pre-funded warrants sold in a best-efforts public offering at $0.40 per share and accompanying warrants. The deal implies a maximum gross raise of about $30.0 million and estimated net proceeds of roughly $27.8 million before any warrant exercises. There is no minimum offering amount, and H.C. Wainwright is acting as exclusive placement agent.
Common stock outstanding would rise from 28,934,960 to 103,934,960 shares if all pre-funded warrants are exercised and none of the new common or placement agent warrants are exercised. Company insiders are committing about $8.4 million of the raise. Envoy remains a loss-making, emerging growth medical device company, advancing its fully implanted Acclaim cochlear implant through a pivotal trial while facing Nasdaq listing compliance pressures and substantial ongoing capital needs.
Envoy Medical, Inc. is registering up to 150,803,850 shares of Class A common stock issuable from pre-funded, Series A-1, Series A-2 and placement agent warrants, alongside 47,946,150 new shares in a primary offering of stock and warrants at $0.40 per share and accompanying warrants.
The company expects gross proceeds of about $30.0 million and estimated net proceeds of roughly $27.8 million, with no minimum offering requirement in this reasonable best-efforts deal led by H.C. Wainwright. Company insiders plan to buy about 21.0 million shares plus warrants for approximately $8.4 million. Shares outstanding are expected to rise from 28,934,960 to 103,934,960, assuming all pre-funded warrants are exercised and no additional warrants are exercised.
Envoy is a hearing-health company developing the fully implanted Acclaim cochlear implant, now in the final stage of a pivotal U.S. trial, and has never been profitable. It reported net losses of $17.2 million for the nine months ended September 30, 2025 and carries a going-concern warning. The company also faces Nasdaq compliance pressures related to market value and minimum bid price listing standards.
Envoy Medical, Inc. reported that its Compensation Committee approved new stock option grants for its Chief Executive Officer and Interim Chief Financial Officer under the company’s 2023 Equity Incentive Plan.
On February 5, 2026, CEO Brent Lucas received options to purchase 200,000 shares of Class A common stock, and Interim CFO Robert Potashnick received options for 15,000 shares. Both grants have an exercise price of $0.53 per share, matching the closing price on the Nasdaq Capital Market on the award date. Twenty‑five percent of each grant vests after one year, with the remaining options vesting pro rata over the following 36 months, and each award has a 10‑year term.
Envoy Medical, Inc. received a Schedule 13G showing that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 2,457,963 shares of Class A common stock issuable upon exercise of warrants.
This position represents 7.87% of Envoy Medical’s common stock, calculated using 28,786,511 shares outstanding as of November 21, 2025, plus the warrant shares. The warrants are subject to a 9.99% beneficial ownership blocker, limiting how much of the company they can own at any time.
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Envoy Medical. Voting and dispositive power over the 2,457,963 shares is reported as sole, with no shared power.
Envoy Medical, Inc. filed Amendment No. 2 to its Form S-1 registration statement as an exhibits-only update. The company states that the rest of the registration statement is unchanged and has been omitted from this amendment.
The amendment primarily adds or updates exhibits, including forms of warrants and a securities purchase agreement related to the planned offering, various employment and incentive plan documents, debt and forward purchase agreements, and an engagement letter with H.C. Wainwright & Co., LLC. Signature pages confirm authorization by the chief executive officer and directors.
Envoy Medical, Inc. reported that Interim CFO Robert Potashnick received a grant of stock options on February 5, 2026. The award covers 15,000 options to purchase Class A common stock at an exercise price of $0.53 per share, held directly.
The vesting schedule is structured so that 3,750 options vest on February 5, 2027, with the remaining 11,250 options vesting pro rata on the 5th of each month over the following 36 months. This aligns the Interim CFO’s compensation with longer-term company performance.
Envoy Medical, Inc. Chief Executive Officer Brent T. Lucas reported a new stock option grant. On 02/05/2026, he received 200,000 stock options to buy Class A Common Stock at an exercise price of $0.53 per share, granted at no cost.
According to the vesting schedule, options to purchase 50,000 shares vest on 02/05/2027, and 150,000 additional shares vest pro rata on the 5th of each month thereafter for 36 consecutive months. Following this grant, he holds 234,590 Class A Common shares, 879,749 previously granted stock options, and 110,987 warrants, all held directly.
Envoy Medical, Inc. is conducting a primary offering registering up to 47,169,811 shares of Class A common stock, multiple series of accompanying warrants, and up to 125,943,394 shares issuable upon exercise of those warrants. The company is selling the stock and associated Series A-1 and Series A-2 common warrants on a reasonable best efforts basis through H.C. Wainwright at an assumed combined public offering price of $0.53 per share and accompanying warrants. Pre-funded warrants are available for investors constrained by 4.99% or 9.99% beneficial ownership limits, and placement agent warrants cover up to 3,301,886 additional shares. Envoy estimates net proceeds of approximately $23.0 million, expects continued net losses as it advances pivotal trials and FDA review of its fully implanted Acclaim cochlear implant, and warns of Nasdaq listing risks, going-concern uncertainty, and substantial dilution for existing shareholders.