Envoy Medical, Inc. Files S-1 Registration Statement

TL;DR

<b>Envoy Medical, Inc. has filed an S-1 registration statement for a potential public offering.</b>

AI Summary

Envoy Medical, Inc. (COCHW) filed a IPO Registration (S-1) with the SEC on January 18, 2024. Envoy Medical, Inc. filed an S-1 registration statement with the SEC on January 18, 2024. The company is incorporated in Delaware and its primary SIC code is 3842 (Orthopedic, Prosthetic & Surgical Appliances & Supplies). The principal executive offices are located at 4875 White Bear Parkway, White Bear Lake, MN 55110. The filing indicates that the securities may be offered on a delayed or continuous basis pursuant to Rule 415. The company was formerly known as Anzu Special Acquisition Corp I, with a name change effective January 15, 2021.

Why It Matters

For investors and stakeholders tracking Envoy Medical, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for Envoy Medical to conduct an initial public offering (IPO) or other public sale of its securities, allowing it to raise capital. The filing provides detailed information about the company's business, financial condition, and management, which is crucial for potential investors to assess the investment opportunity.

Risk Assessment

Risk Level: low — Envoy Medical, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Investors should monitor future filings for details on the offering size, pricing, and the company's financial performance as it prepares for a public debut.

Key Numbers

• 3842 — SIC Code (Primary Standard Industrial Classification Code)
• 861369123 — IRS Number (Employer Identification Number)
• 20210115 — Name Change Date (Former Company Name Change)
• 333-276590 — SEC File Number (Registration Number)

Key Players & Entities

• Envoy Medical, Inc. (company) — Registrant
• SEC (regulator) — Securities and Exchange Commission
• January 18, 2024 (date) — Filing Date
• 333-276590 (other) — SEC File Number
• Anzu Special Acquisition Corp I (company) — Former Company Name
• Brent T. Lucas (person) — Chief Executive Officer
• David P. Slotkin (person) — Counsel
• Andrew P. Campbell (person) — Counsel

Forward-Looking Statements

• Envoy Medical will conduct a public offering of securities. (Envoy Medical, Inc.) — medium confidence, target: Within 12 months of January 18, 2024
• The stock price of Envoy Medical may experience downward pressure due to potential dilution from future offerings. (Envoy Medical, Inc.) — medium confidence, target: Upon announcement or execution of a public offering

FAQ

Industry Context

Envoy Medical operates in the orthopedic, prosthetic, and surgical appliances and supplies industry.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of new securities offerings.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions and risk factors.
2. Track future SEC filings for updates on the proposed securities offering.
3. Research Envoy Medical's market and competitive landscape within the medical device sector.

Key Dates

• 2024-01-18: S-1 Filing — Registration statement filed with the SEC.
• 2021-01-15: Name Change — Envoy Medical, Inc. formerly Anzu Special Acquisition Corp I.

Year-Over-Year Comparison

This is the initial S-1 filing for Envoy Medical, Inc., indicating a move towards a public offering.

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 — e of Class A Common Stock at a price of $11.50 per share and each Shortfall Warrant en
• $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
• $10.50 — Class A Common Stock equals or exceeds $10.50 per share (as adjusted for stock splits
• $1.31 — g price of our Class A Common Stock was $1.31 and the closing price for our Public Wa
• $0.02 — osing price for our Public Warrants was $0.02. In connection with the Business Combi
• $25 m — for an aggregate price of approximately $25 million, which represented approximately
• $1 — Common Stock as of January 12, 2024 of $1.31, the Sponsor may experience potentia
• $1.308 — ay experience potential profit of up to $1.308 per share (or approximately $2.6 millio
• $2.6 million — p to $1.308 per share (or approximately $2.6 million in the aggregate based on the Sponsor h

Filing Documents

• fs12024_envoymed.htm (S-1) — 8070KB
• fs12024ex5-1_envoy.htm (EX-5.1) — 24KB
• fs12024ex23-1_envoy.htm (EX-23.1) — 2KB
• fs12024ex-fee_envoy.htm (EX-FILING FEES) — 36KB
• 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
• ex5-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-004577.txt (&nbsp;) — 24527KB
• coch-20230930.xsd (EX-101.SCH) — 94KB
• coch-20230930_cal.xml (EX-101.CAL) — 40KB
• coch-20230930_def.xml (EX-101.DEF) — 513KB
• coch-20230930_lab.xml (EX-101.LAB) — 748KB
• coch-20230930_pre.xml (EX-101.PRE) — 533KB
• fs12024_envoymed_htm.xml (XML) — 4091KB

USE OF PROCEEDS

USE OF PROCEEDS 30 DETERMINATION OF OFFERING PRICE 31 MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION 32

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. 57 MANAGEMENT 71

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 77 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 82 BENEFICIAL OWNERSHIP OF SECURITIES 87 SELLING SECURITYHOLDERS 89 DESCRIPTION OF OUR SECURITIES 92 PLAN OF DISTRIBUTION 102 LEGAL MATTERS 105 EXPERTS 105 WHERE YOU CAN FIND MORE INFORMATION 105 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 issued to the Sponsor concurrently with the Closing in a private

View Full Filing

View this S-1 filing on SEC EDGAR