Envoy Medical Files 8-K on Definitive Agreement & Equity Sales

TL;DR

Envoy Medical (COCHW) filed an 8-K detailing a material definitive agreement and unregistered equity sales.

AI Summary

Envoy Medical, Inc. entered into a material definitive agreement on February 27, 2024, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a period where Envoy Medical, Inc. was formerly known as Anzu Special Acquisition Corp I, with a name change effective January 15, 2021.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• Envoy Medical, Inc. (company) — Registrant
• Anzu Special Acquisition Corp I (company) — Former Company Name
• February 27, 2024 (date) — Date of earliest event reported
• January 15, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share COCH The Nasdaq Stock Mar
• $11.50 — A Common Stock at an exercise price of $11.50 per share COCHW The Nasdaq Stock Ma
• $10,000,000 — Note") with a principal amount of up to $10,000,000 to GAT Funding, LLC ("GAT"), an entity
• $2,500,000 — nditions, the Company may draw funds in $2,500,000 tranches under the Note up to $10,000,0
• $5,000,000 — ested and GAT agreed to fund an initial $5,000,000 in principal under the Note. As a comm
• $1.24 — A Common Stock at an exercise price of $1.24 per share (the "Warrants"), the closing

Filing Documents

• ea0201093-8k_envoy.htm (8-K) — 33KB
• ea0201093ex99-1_envoy.htm (EX-99.1) — 21KB
• 0001213900-24-019277.txt ( ) — 273KB
• cochw-20240227.xsd (EX-101.SCH) — 4KB
• cochw-20240227_def.xml (EX-101.DEF) — 26KB
• cochw-20240227_lab.xml (EX-101.LAB) — 36KB
• cochw-20240227_pre.xml (EX-101.PRE) — 25KB
• ea0201093-8k_envoy_htm.xml (XML) — 5KB

01: Entry Into a Material Definitive Agreement

Item 1.01: Entry Into a Material Definitive Agreement Envoy Medical, Inc. (the "Company") has issued a promissory note, effective as of February 27, 2024 (the "Note") with a principal amount of up to $10,000,000 to GAT Funding, LLC ("GAT"), an entity controlled by Glen Taylor, who is a member of the Company's board of directors and controlling stockholder of the Company. Upon meeting certain conditions, the Company may draw funds in $2,500,000 tranches under the Note up to $10,000,000 until the second anniversary of the Note. The Note has a five year term and matures on February 27, 2029. The principal amount drawn bears interest at a rate of 8.0% per annum and is paid quarterly in arrears after the second anniversary of the Note. Interest will accrue and not be paid for the first two years of the term, and will compound and be added to the principal balance of the Note on the first and second anniversary of the Note. The Company may prepay the accrued interest and principal of the Note without penalty, with 10 day's notice. At closing the Company requested and GAT agreed to fund an initial $5,000,000 in principal under the Note. As a commitment fee, the Company will issue GAT warrants to purchase 250,000 shares of its Class A Common Stock for each $2,500,000 of principal funded under the Note. The warrants will have an exercise price equal to the closing price on the date of funding of the applicable tranche and a termination date as of the third anniversary of the initial closing for all warrants. At closing of the initial funding, the Company issued GAT warrants to purchase 500,000 shares of Class A Common Stock at an exercise price of $1.24 per share (the "Warrants"), the closing price on February 27, 2024. Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated by reference into th

SIGNATURES

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 4, 2024 By: /s/ David R. Wells David R. Wells Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR