Envoy Medical Files 8-K with Material Agreements
Ticker: COCHW · Form: 8-K · Filed: Dec 20, 2024 · CIK: 1840877
Sentiment: neutral
Topics: material-agreement, corporate-action, filing
TL;DR
Envoy Medical dropped an 8-K on 12/20 detailing material agreements and security holder changes.
AI Summary
Envoy Medical, Inc. filed an 8-K on December 20, 2024, reporting a material definitive agreement. The filing also covers modifications to security holder rights and includes financial statements and exhibits. The company, previously known as Anzu Special Acquisition Corp I, is involved in orthopedic, prosthetic, and surgical appliances.
Why It Matters
This filing indicates significant corporate actions and potential changes affecting Envoy Medical's security holders and financial reporting.
Risk Assessment
Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant changes and potential risks for investors.
Key Numbers
- 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
Key Players & Entities
- Envoy Medical, Inc. (company) — Registrant
- Anzu Special Acquisition Corp I (company) — Former company name
- December 20, 2024 (date) — Date of earliest event reported
- 001-40133 (other) — SEC File Number
FAQ
What is the nature of the material definitive agreement reported by Envoy Medical, Inc.?
The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on December 20, 2024.
What was Envoy Medical, Inc.'s former company name?
Envoy Medical, Inc.'s former company name was Anzu Special Acquisition Corp I.
What is Envoy Medical, Inc.'s SIC code and industry?
Envoy Medical, Inc.'s SIC code is 3842, for Orthopedic, Prosthetic & Surgical Appliances & Supplies.
What is the SEC file number for Envoy Medical, Inc.?
The SEC file number for Envoy Medical, Inc. is 001-40133.
Filing Stats: 925 words · 4 min read · ~3 pages · Grade level 12.8 · Accepted 2024-12-20 17:17:52
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
- $10.00 — s at a rate of 12% per annum based on a $10.00 per share original issue price. Pursuan
- $3,733,333 — waives the Company's obligation to pay $3,733,333 of accrued dividends on the Preferred S
- $3.63 — ersion of a share of Preferred Stock to $3.63 (the " Conversion Price Reduction "), w
Filing Documents
- ea0225604-8k_envoy.htm (8-K) — 33KB
- ea022560401ex10-1_envoy.htm (EX-10.1) — 40KB
- 0001213900-24-111279.txt ( ) — 300KB
- coch-20241220.xsd (EX-101.SCH) — 4KB
- coch-20241220_def.xml (EX-101.DEF) — 26KB
- coch-20241220_lab.xml (EX-101.LAB) — 36KB
- coch-20241220_pre.xml (EX-101.PRE) — 25KB
- ea0225604-8k_envoy_htm.xml (XML) — 6KB
01: Entry Into a Material Definitive
Item 1.01: Entry Into a Material Definitive Agreement On December 20, 2024, Envoy Medical, Inc., formerly Anzu Special Acquisition Corp I (the " Company "), entered into a Conversion and Waiver Agreement (the " Conversion Agreement ") with Anzu SPAC GP I LLC (" Anzu "), which was the sponsor of the Company prior to the Company's completion of the business combination transaction with Envoy Medical Corporation (" Legacy Envoy ") on September 29, 2023. At the time of entering into the Conversion Agreement, Anzu was the holder of 2,500,000 shares of the Company's Series A Preferred Stock (" Preferred Stock ") and 1,000,000 shares of the Company's Class A Common Stock (" Common Stock "), which shares of Common Stock (the " Restricted Shares ") were unvested and subject to certain restriction and risk of forfeiture pending the Company's achievement of certain milestones, as set forth in that certain Sponsor Support and Forfeiture Agreement, dated as of April 17, 2023, by and between the Company, Legacy Envoy, and Anzu (the " Support Agreement ") . Pursuant the terms set forth in the Certificate of Designation for the Preferred Stock (the " Certificate of Designation "), the Preferred Stock accrues dividends at a rate of 12% per annum based on a $10.00 per share original issue price. Pursuant to the terms of the Support Agreement, the Company may under certain circumstances accrue such dividends otherwise payable to Anzu rather than paying them in cash. Pursuant to the terms of the Conversion Agreement, Anzu and the Company agreed that effective upon closing of the transactions under the Conversion Agreement, which occurred on December 20, 2024: (i) that Anzu waives the Company's obligation to pay $3,733,333 of accrued dividends on the Preferred Stock; (ii) the Company waives the restriction and vesting requirement for the Restricted Shares, which became unrestricted and freely tradable; (iii) the Company agreed to make a voluntary, temporary reduction in the conversi
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. December 20, 2024 By: /s/ David R. Wells David R. Wells Chief Financial Officer 2