Auditor change at Envoy Medical (NASDAQ: COCH) after going concern and control weaknesses

Rhea-AI Filing Summary

Envoy Medical, Inc. reported that its audit committee dismissed Grant Thornton LLP as its independent registered public accounting firm on March 25, 2026 and appointed EisnerAmper LLP to audit the fiscal year ending December 31, 2026.

Grant Thornton’s audit reports for the years ended December 31, 2025 and 2024 contained explanatory paragraphs expressing substantial doubt about Envoy Medical’s ability to continue as a going concern, but were not otherwise qualified or modified. The company states there were no disagreements with Grant Thornton and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting.

Insights

Accounting and governance analyst

Envoy changes auditors with existing going concern and control weaknesses already disclosed.

Envoy Medical is replacing Grant Thornton LLP with EisnerAmper LLP as its independent registered public accounting firm starting with the year ending December 31, 2026. The change follows a competitive selection process approved by the audit committee, which is a standard governance mechanism.

Grant Thornton’s prior reports included going concern explanatory paragraphs and referenced material weaknesses in internal control over financial reporting, both already disclosed in recent annual reports. Envoy states there were no disagreements or additional reportable events, which suggests the change is not tied to a newly emerged accounting dispute based on this disclosure.

The key ongoing issues are the going concern uncertainty and internal control weaknesses, rather than the auditor switch itself. Future annual and quarterly reports for periods ending on and after December 31, 2026 will show how EisnerAmper evaluates these matters and whether control remediation efforts are reflected in improved conclusions.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Par value per Class A common share: $0.0001 per share Warrant exercise price: $11.50 per share Auditor dismissal date: March 25, 2026 +1 more

4 metrics

Par value per Class A common share $0.0001 per share Class A Common Stock description

Warrant exercise price $11.50 per share Redeemable warrants for Class A Common Stock

Auditor dismissal date March 25, 2026 Grant Thornton removed as independent auditor

New auditor engagement date March 26, 2026 EisnerAmper engagement agreement

Key Terms

independent registered public accounting firm, going concern, material weaknesses in internal control over financial reporting, reportable events, +1 more

5 terms

independent registered public accounting firm financial

"audit firm to serve as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

material weaknesses in internal control over financial reporting financial

"material weaknesses in internal control over financial reporting that were disclosed in the Company’s Annual Reports"

A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.

reportable events regulatory

"no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except for material weaknesses"

Regulation S-K regulatory

"as that term is defined in Item 304(a)(1)(iv) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Understanding 8-K Material Events →

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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): March 25, 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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

The Audit Committee (the “Committee”) of the Board of Directors of Envoy Medical, Inc. (the “Company”) conducted a competitive process to select the audit firm to serve as the Company’s independent registered public accounting firm beginning with the fiscal year ending December 31, 2026. At the conclusion of that process, EisnerAmper LLP (“EisnerAmper”) was appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On March 25, 2026, the Company notified Grant Thornton LLP (“Grant Thornton”) of its dismissal as the Company’s independent registered public accounting firm, effective as of the date of the notice. The decision to change the Company’s independent registered public accounting firm was approved by the Committee.

Grant Thornton’s audit reports on the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2025 and December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that each such report contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. Furthermore, during each of the fiscal years ended December 31, 2025, and December 31, 2024 and through the date of dismissal: (i) there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”), between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K except for material weaknesses in internal control over financial reporting that were disclosed in the Company’s Annual Reports on Form 10-K for years ended December 31, 2025 and December 31, 2024, which were filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2026 and March 31, 2025, respectively.

The Committee has authorized Grant Thornton to respond fully to the inquiries of EisnerAmper concerning the foregoing reportable events and related matters.

The Company provided Grant Thornton with a copy of the disclosures in this Current Report on Form 8-K and requested that Grant Thornton provide the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether Grant Thornton agrees to the statements made by the Company herein. A copy of the letter from Grant Thornton addressed to the SEC and dated as of March 27, 2026 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

Upon the approval of the Committee, the Company entered into an engagement agreement with EisnerAmper, dated March 26, 2026, to serve as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through the date of dismissal, neither the Company nor anyone on its behalf has consulted with EisnerAmper regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter of Grant Thornton LLP dated as of March 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.
March 31, 2026	By:	/s/ Robert Potashnick
		Robert Potashnick
		Interim Chief Financial Officer

2

FAQ

What auditor change did Envoy Medical (COCH) disclose in this 8-K?

Envoy Medical’s audit committee dismissed Grant Thornton LLP as independent auditor on March 25, 2026 and appointed EisnerAmper LLP for the fiscal year ending December 31, 2026. The new engagement is documented in an agreement dated March 26, 2026, following a competitive selection process by the committee.

Did Grant Thornton’s reports on Envoy Medical (COCH) include a going concern warning?

Yes. Grant Thornton’s audit reports on Envoy Medical’s financial statements for the years ended December 31, 2025 and December 31, 2024 included explanatory paragraphs expressing substantial doubt about the company’s ability to continue as a going concern. These paragraphs accompanied otherwise unqualified opinions on those consolidated financial statements.

Were there any disagreements between Envoy Medical (COCH) and Grant Thornton?

Envoy Medical states there were no disagreements with Grant Thornton on accounting principles, financial statement disclosure, or audit scope during 2024, 2025 and up to dismissal that would have required reference in Grant Thornton’s reports. The company also notes Grant Thornton’s audit reports were not qualified or modified beyond going concern language.

What reportable events did Envoy Medical (COCH) identify with its prior auditor?

The only reportable events Envoy Medical identifies with Grant Thornton relate to material weaknesses in internal control over financial reporting. These weaknesses were previously disclosed in the company’s Form 10-K filings for the years ended December 31, 2025 and December 31, 2024, filed on March 23, 2026 and March 31, 2025, respectively.

Did Envoy Medical (COCH) consult EisnerAmper before appointing it auditor?

Envoy Medical states that during 2024, 2025 and through Grant Thornton’s dismissal, neither the company nor anyone on its behalf consulted EisnerAmper on the application of accounting principles, the type of audit opinion to expect, any disagreements under Regulation S-K, or any reportable events before EisnerAmper’s engagement.

What exhibits accompany Envoy Medical’s (COCH) auditor change disclosure?

Envoy Medical includes a letter from Grant Thornton LLP dated March 31, 2026 as Exhibit 16.1, in which the former auditor addresses the company’s statements about the change. The filing also references a cover page interactive data file as Exhibit 104 embedded in the Inline XBRL document.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-16.1 LETTER OF GRANT THORNTON LLP DATED AS OF MARCH 31, 2026 5.2 KB
• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB