Envoy Medical, Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>Envoy Medical, Inc. has filed an amendment to its S-1 registration statement, indicating potential delayed or continuous offering of securities.</b>

AI Summary

Envoy Medical, Inc. (COCHW) filed a Amended IPO Registration (S-1/A) with the SEC on February 15, 2024. Envoy Medical, Inc. filed an amendment (No. 1) to its S-1 Registration Statement on February 15, 2024. The filing pertains to a registration of securities under the Securities Act of 1933. The company's principal executive offices are located at 4875 White Bear Parkway, White Bear Lake, MN 55110. Envoy Medical, Inc. was formerly known as Anzu Special Acquisition Corp I, with a name change effective January 15, 2021. The filing indicates the securities may be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking Envoy Medical, Inc., this filing contains several important signals. This S-1/A filing is a procedural step for Envoy Medical, Inc. to register securities, potentially for future public offerings. The amendment suggests the company is preparing for or continuing a process to raise capital through the sale of its securities.

Risk Assessment

Risk Level: low — Envoy Medical, Inc. shows low risk based on this filing. The filing is an amendment to a registration statement, not an event with immediate financial implications, thus posing low risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares and intended use of proceeds.

Key Numbers

• 333-276590 — SEC File Number (Envoy Medical, Inc. Registration Statement)
• 20240215 — Filing Date (Amendment No. 1 to Form S-1)
• 20210115 — Date of Name Change (From Anzu Special Acquisition Corp I to Envoy Medical, Inc.)
• 3842 — SIC Code (Orthopedic, Prosthetic & Surgical Appliances & Supplies)

Key Players & Entities

• Envoy Medical, Inc. (company) — Registrant
• Anzu Special Acquisition Corp I (company) — Former company name
• Brent T. Lucas (person) — Chief Executive Officer
• David P. Slotkin (person) — Contact for Morrison & Foerster LLP
• Andrew P. Campbell (person) — Contact for Morrison & Foerster LLP
• Morrison & Foerster LLP (company) — Legal counsel
• 333-276590 (regulator) — SEC File Number
• 20240215 (date) — Filing date

FAQ

Risk Factors

• Registration Statement Effectiveness [low — regulatory]: The effectiveness of the registration statement is subject to SEC review and potential delays or requirements for further amendments.
• Future Securities Offering [low — financial]: The success and timing of any future securities offering depend on market conditions and regulatory approvals.

Key Dates

• 2024-02-15: Filing of Amendment No. 1 to Form S-1 — Indicates ongoing process for securities registration.
• 2021-01-15: Company Name Change — Transition from Anzu Special Acquisition Corp I to Envoy Medical, Inc.

Glossary

S-1 Registration Statement

A form filed with the SEC by companies intending to make a public offering of their securities. (Provides detailed information about the company and the securities being offered.)

Rule 415

Allows securities to be registered for delayed or continuous offerings. (Indicates flexibility in how and when the company might sell its registered securities.)

Key Financial Figures

• $0.0001 — 103 shares of our Class A common stock, $0.0001 par value per share (" Class A Common S
• $10.00 — fering (" IPO ") of units at a price of $10.00 per unit, with each unit consisting of
• $0.001 — Anzu's Class B common stock, par value $0.001 per share (the " Anzu Class B Common St
• $0.002 — n connection with the IPO at a price of $0.002 per share; (iv) up to 869,565 shares o
• $11.50 — er share and have a conversion price of $11.50 per share; and (v) up to 869,565 share
• $10.46 — e of Class A Common Stock at a price of $10.46 per share, subject to adjustment. We wi
• $203.4 million — ct to adjustment. We will receive up to $203.4 million from the exercise of the Warrants, assu
• $10 — Class A Common Stock exceeds $11.50 and $10.46, warrantholders may exercise their P
• $25 m — for an aggregate price of approximately $25 million, which represented approximately
• $10.50 — Class A Common Stock equals or exceeds $10.50 per share (as adjusted for stock splits
• $1 — Common Stock as of February 13, 2024 of $1.35, the Sponsor may experience potentia
• $1.348 — ay experience potential profit of up to $1.348 per share (or approximately $2.7 millio
• $2.7 million — p to $1.348 per share (or approximately $2.7 million in the aggregate based on the Sponsor h
• $1.35 — g price of our Class A Common Stock was $1.35 and the closing price for our Public Wa
• $0.0157 — osing price for our Public Warrants was $0.0157. See the section entitled " Risk Facto

Filing Documents

• fs12024a1_envoymed.htm (S-1/A) — 8540KB
• fs12024a1ex4-2_envoy.htm (EX-4.2) — 88KB
• fs12024a1ex23-1_envoy.htm (EX-23.1) — 2KB
• tenvoy_logo.jpg (GRAPHIC) — 43KB
• timage_001.jpg (GRAPHIC) — 361KB
• timage_002.jpg (GRAPHIC) — 156KB
• timage_003.jpg (GRAPHIC) — 316KB
• timage_004.jpg (GRAPHIC) — 92KB
• 0001213900-24-014271.txt (&nbsp;) — 25059KB
• coch-20230930.xsd (EX-101.SCH) — 94KB
• coch-20230930_cal.xml (EX-101.CAL) — 38KB
• coch-20230930_def.xml (EX-101.DEF) — 508KB
• coch-20230930_lab.xml (EX-101.LAB) — 747KB
• coch-20230930_pre.xml (EX-101.PRE) — 527KB
• fs12024a1_envoymed_htm.xml (XML) — 4124KB

USE OF PROCEEDS

USE OF PROCEEDS 35 DETERMINATION OF OFFERING PRICE 36 MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION 37

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ENVOY MEDICAL, INC

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ENVOY MEDICAL, INC. 62 MANAGEMENT 77

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 83 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 88 BENEFICIAL OWNERSHIP OF SECURITIES 93 SELLING SECURITYHOLDERS 95 DESCRIPTION OF OUR SECURITIES 98 PLAN OF DISTRIBUTION 108 LEGAL MATTERS 111 EXPERTS 111 WHERE YOU CAN FIND MORE INFORMATION 111 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed. i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S -1 that we filed with the U.S. Securities and Exchange Commission (the " SEC ") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell up to 3,874,394 Shortfall Warrants and up to 21,206,360 shares of Class A Common Stock, consisting of: (i) up to 3,874,394 shares of Class A Common Stock that are issuable upon the exercise of 3,874,394 Shortfall Warrants issued to the Meteora FPA Parties for no additional consideration pursuant to the Forward Purchase Agreement; (ii) up to 2,173,913 shares of Class A Common Stock issuable upon conversion of 2,500,000 shares of Series A Preferred Stock, which were issued to the Sponsor concurrently with the Closing i

View Full Filing

View this S-1/A filing on SEC EDGAR