Envoy Medical, Inc. entered into a securities purchase agreement for a registered direct offering of 1,908,402 shares of Class A common stock at $1.31 per share, expected to generate approximately $2.5 million in gross proceeds. In a concurrent private placement, the company will issue Private Warrants to purchase up to 5,725,206 additional shares at an exercise price of $1.31 per share, exercisable after required stockholder approval and expiring 24 months after that approval.
The company must obtain stockholder approval within 90 days of closing and, if needed, call additional meetings every 90 days until approval is obtained or the Private Warrants lapse. Envoy agreed to file a Form S-1 to register the resale of Warrant Shares within 30 days and to keep it effective while Purchasers hold Private Warrants or Warrant Shares. The company is subject to a 30-day equity lock-up and a one-year prohibition on variable rate transactions, and will pay H.C. Wainwright & Co. cash fees of 8.5% of gross proceeds plus expense reimbursements and issue Placement Agent Warrants for up to 143,130 shares at $1.6375 per share.
Envoy Medical, Inc. files a prospectus supplement describing a securities offering and related risk factors. The company lists numerous operational and industry risks including regulatory uncertainty for medical devices, potential product design changes, supplier and manufacturing disruptions, reimbursement policy shifts, competition and alternative therapies, capital needs and financing availability, intellectual property risks, legal and regulatory proceedings, and catastrophic events. The prospectus also details planned uses of proceeds to advance Acclaim CI clinical development, pursue additional regulatory approvals, build commercial infrastructure, rely on third-party suppliers, expand intellectual property, and hire personnel. The filing discloses potential dilution from various warrants, options and convertible preferred shares (examples: 14,166,666 Public Warrant shares; 3,104,511 Meteora Warrant shares; 3,588,406 shares on conversion of Series A Preferred; and equity incentive plan options). It incorporates multiple prior reports by reference.
The company has filed a prospectus supplement to suspend its at-the-market stock offering program. Under the existing At The Market Offering Agreement with Roth Capital Partners, it had previously sold 174,012 shares of Class A Common Stock for aggregate gross proceeds of $266,060.
The supplement suspends the ATM program and the continuous offering under the related prospectuses effective on September 22, 2025, and no further sales can occur unless a new prospectus supplement is filed, although the ATM Agreement itself remains in force. The Class A Common Stock trades on the Nasdaq Capital Market under the symbol COCH, with a last reported sale price of $1.31 per share on September 19, 2025. The filing also notes that sales under Form S-3 are limited by the one-third public float cap when non-affiliate equity market value is under $75,000,000.
Envoy Medical, Inc. filed a current report to disclose that it has received a European patent titled “Implantable Cochlear System with Integrated Components and Lead Characterization.” This patent relates to the company’s implantable cochlear system technology.
The company announced the patent in a press release dated September 19, 2025, which is included as Exhibit 99.1 to the report and incorporated by reference.