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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ENVOY MEDICAL, INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
29415V109
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
29415V109
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,457,963.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,457,963.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,457,963.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.87 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
29415V109
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,457,963.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,457,963.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,457,963.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.87 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
29415V109
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,457,963.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,457,963.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,457,963.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.87 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ENVOY MEDICAL, INC.
(b)
Address of issuer's principal executive offices:
4875 White Bear Parkway, White Bear Lake MN 55110
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
29415V109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 2,457,963; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,457,963; and (iii) Waqas Khatri: 2,457,963. Represents 2,457,963 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of ENVOY MEDICAL, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 28,786,511 shares of Common Stock of the Issuer that were outstanding as of November 21, 2025; and (ii) 2,457,963 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's FORM S-1/A filed on December 1, 2025. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of December 31, 2025. (i) Ayrton Capital LLC: 7.87%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 7.87%; and (iii) Waqas Khatri: 7.87%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 2,457,963; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 2,457,963; and (iii) Waqas Khatri: 2,457,963
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
02/11/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
What stake in Envoy Medical (COCH) is reported in this Schedule 13G?
The Schedule 13G reports beneficial ownership of 2,457,963 shares of Envoy Medical Class A common stock, issuable upon exercise of warrants. This represents 7.87% of the company’s common stock, based on 28,786,511 shares outstanding plus the warrant shares used in the calculation.
Who are the reporting persons in the Envoy Medical (COCH) Schedule 13G?
The reporting persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, and individual Waqas Khatri. Alto holds the Envoy Medical shares, Ayrton acts as investment manager to the fund, and Khatri serves as managing member of Ayrton, collectively forming the reporting group.
How was the 7.87% ownership in Envoy Medical (COCH) calculated?
The 7.87% figure is based on 28,786,511 Envoy Medical common shares outstanding as of November 21, 2025, plus 2,457,963 shares issuable upon exercise of warrants held by the reporting persons. The outstanding share number comes from Envoy Medical’s S-1/A filed on December 1, 2025.
What is the 9.99% beneficial ownership blocker mentioned for Envoy Medical (COCH)?
The warrants held by the reporting persons include a 9.99% beneficial ownership blocker, limiting exercises so they cannot own more than 9.99% of Envoy Medical’s common stock. This contractual cap restricts how many warrant shares may be converted at any given time.
Are the Envoy Medical (COCH) shares held to influence control of the company?
The filing states the securities were acquired and are held in the ordinary course of business, not for changing or influencing control of Envoy Medical. It also notes they are not held in connection with any transaction intended to affect control, aside from limited nomination-related activities allowed by regulation.
As of what date are the Envoy Medical (COCH) holdings in this Schedule 13G reported?
The holdings are reported as of December 31, 2025, while the percentage ownership is calculated using an outstanding share count as of November 21, 2025. This timing detail clarifies that the stake size reflects year-end holdings against a previously disclosed share baseline.
