Envoy Medical Files 8-K: Material Agreement, Equity Sales

TL;DR

Envoy Medical signed a big deal and sold some stock, filing an 8-K on 9/23.

AI Summary

Envoy Medical, Inc. filed an 8-K on September 23, 2025, reporting on events as of September 22, 2025. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and other events, including financial statements and exhibits. The company, previously known as Anzu Special Acquisition Corp I, is in the orthopedic, prosthetic & surgical appliances & supplies industry.

Why It Matters

This 8-K filing signals significant corporate activity for Envoy Medical, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and entry into a material definitive agreement, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Envoy Medical, Inc. (company) — Registrant
• Anzu Special Acquisition Corp I (company) — Former Company Name
• September 22, 2025 (date) — Earliest event reported
• September 23, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share COCH The Nasdaq Stock Ma
• $11.50 — A Common Stock at an exercise price of $11.50 per share COCHW The Nasdaq Stock M
• $1.31 — "Common Stock"), at a purchase price of $1.31 per share. The Shares were offered purs
• $2.5 m — roceeds to the Company of approximately $2.5 million, before deducting the Placement A
• $7.5 million — itional gross proceeds of approximately $7.5 million. The Company intends to use the net pro
• $50,000 — reimburse the Placement Agent for up to $50,000 of its fees and expenses of legal couns
• $5,000 — unsel and other out-of-pocket expenses, $5,000 for non-accountable expenses, and up to
• $7,500 — for non-accountable expenses, and up to $7,500 of clearing expenses. The Company has
• $1.6375 — 22, 2030, and have an exercise price of $1.6375 per share. Neither of the Placement Age

Filing Documents

• ea0258371-8k_envoy.htm (8-K) — 47KB
• ea025837101ex4-1_envoy.htm (EX-4.1) — 91KB
• ea025837101ex4-2_envoy.htm (EX-4.2) — 89KB
• ea025837101ex5-1_envoy.htm (EX-5.1) — 9KB
• ea025837101ex10-1_envoy.htm (EX-10.1) — 241KB
• ea025837101ex99-1_envoy.htm (EX-99.1) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 18KB
• 0001213900-25-090373.txt ( ) — 846KB
• coch-20250922.xsd (EX-101.SCH) — 4KB
• coch-20250922_def.xml (EX-101.DEF) — 26KB
• coch-20250922_lab.xml (EX-101.LAB) — 36KB
• coch-20250922_pre.xml (EX-101.PRE) — 25KB
• ea0258371-8k_envoy_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 22, 2025, Envoy Medical, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited and institutional investors named therein (the "Purchasers"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Purchasers (the "Registered Offering") 1,908,402 shares (the "Shares") of Class A common stock, par value $0.0001 per share, of the Company ("Common Stock"), at a purchase price of $1.31 per share. The Shares were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-282474) and a related prospectus supplement filed with the Securities and Exchange Commission. Pursuant to the Purchase Agreement, in a concurrent private placement (the "Private Placement" and together with the Registered Offering, the "Offering"), the Company agreed to issue to the Purchasers warrants (the "Private Warrants") to purchase up to an aggregate of 5,725,206 shares of Common Stock (the "Warrant Shares"). The Private Warrants have an exercise price of $1.31 per share, will be exercisable commencing on the effective date of stockholder approval of the issuance of the shares of Common Stock issuable upon exercise of the Private Warrants (the "Stockholder Approval") and will expire twenty-four months following the effective date of the Stockholder Approval. Neither the issuance of the Private Warrants nor the Warrant Shares was registered under the Securities Act of 1933, as amended (the "Securities Act"). The Private Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Company will be obligated to obtain Stockholder Approval at an annual or special meeting of stockholders on or prior to the date that is 90 days following the closing of the Offering (th

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above with respect to the Common Warrants, the Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares is incorporated herein by reference to this Item 3.02. 2

01 Other Events

Item 8.01 Other Events. On September 22, 2025, the Company issued a press release announcing the pricing of the Offering described above, a copy of which is attached as Exhibit 99.1 hereto. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including statements relating to the potential purchases of shares of common stock by Lincoln Park under the Purchase Agreement, are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "will," "plan," and similar expressions are intended to identify forward-looking statements. All forward-looking statements reflect management's present expectations regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other factors include, among others: risks that a counterparty may appeal a jury verdict, which could cause a lengthy delay in the Company's ability to collect the damage award or overturn the verdict or reduce the damages award; potential delays in expected litigation and other milestones, risks related to the Company's plans for its intellectual property, including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent infringement litigation initiated by the Company, or by others against the Company, as well as the costs and unpredictability of any such litigation; risks associated with the Company's product sales, including the market and demand for products sold by the Company and its ability to successfully develop and launch new products that are attractive

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. September 23, 2025 By: /s/ Brent T. Lucas Brent T. Lucas Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR