COCHW Envoy Medical Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 19, 2024

 

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40133		86-1369123
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

4875 White Bear Parkway White Bear Lake, MN		55110
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (877) 900-3277

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		COCH		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		COCHW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01: Entry Into a Material Definitive Agreement

 

As previously disclosed, on April 17, 2023, Envoy Medical, Inc. (formerly known as Anzu Special Acquisition Corp I) (the “Company”) and Envoy Medical Corporation (“Legacy Envoy”) entered into an agreement (as amended to date, the “Forward Purchase Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC” and, collectively with MSOF, MCP and MSTO, the “Meteora FPA Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, among other things, the Company issued 3,874,394 warrants (the “Shortfall Warrants”) to purchase up to 3,874,394 shares (the “Shortfall Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $10.46 per share. On November 27, 2023, the Company and the Meteora FPA Parties entered into a Common Stock Purchase Warrant (the “Common Stock Purchase Warrant”), pursuant to which the Company issued to the Meteora FPA Parties Shortfall Warrants to purchase up to 3,874,394 shares of Common Stock.

 

Also as previously reported, on June 24, 2024, the Company and the Meteora FPA Parties entered into Amendment No. 1 to the Common Stock Purchase Warrant (the “First Shortfall Warrant Amendment”). The First Shortfall Warrant Amendment provided for the extension of the expiration date of the Shortfall Warrants by six months, from June 30, 2024 to December 31, 2024.

 

On December 19, 2024, the Company and the Meteora FPA Parties entered into Amendment No. 2 to the Common Stock Purchase Warrant (the “Second Shortfall Warrant Amendment”). The Second Shortfall Warrant Amendment provided for the further extension of the expiration date of the Shortfall Warrants by 12 months, from December 31, 2024 to December 31, 2025.

 

The issuance and resale of the Shortfall Warrant Shares and the resale of the Shortfall Warrants have been registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.

  

The foregoing description of the Shortfall Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Shortfall Warrant Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1		Amendment No. 2 to Common Stock Purchase Warrant.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 23, 2024	By:	/s/ David R. Wells
		David R. Wells
		Chief Financial Officer

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO
COMMON STOCK PURCHASE WARRANT

 

This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of December 19, 2024, by and between Envoy Medical, Inc., a Delaware corporation (the “Company”), and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, the “Holder”). Capitalized terms used herein and not otherwise defined are defined in the Original Warrant (as defined below).

 

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of November 27, 2023, to purchase up to 3,874,394 shares of Common Stock (as amended by the Amendment No. 1 to Common Stock Purchase Warrant, dated as of June 24, 2024, the “Original Warrant”);

 

WHEREAS, the Original Warrant was issued pursuant to the terms of that certain Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, the Holder, and the Company’s wholly-owned subsidiary Envoy Medical Corporation (as amended by the letter agreements, dated as of May 25, 2023 and September 28, 2023, and as further amended by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, the “Forward Purchase Agreement”);

 

WHEREAS, pursuant to Section 5(m) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and

 

WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:

 

1. Amendment to Termination Date. The Original Warrant is hereby amended by deleting the reference to “June 30, 2024” in the definition of “Termination Date” in the initial paragraph thereof and inserting a reference to “December 31, 2025” in its place.

 

2. No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect.

 

3. Acknowledgements and Other Agreements. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in the Forward Purchase Agreement, no amendment to the Forward Purchase Agreement is necessary to effect the terms of this Amendment, and the Termination Date as set forth in this Amendment shall supersede the expiration date of the Shortfall Warrants as provided in the Forward Purchase Agreement. The parties hereto further agree that the adjustment to the exercise price set forth in the Original Warrant provided for by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, shall remain in effect without change as a result of this Amendment.

 

4. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Forward Purchase Agreement.

 

5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

 

(Signature page follows)

 

 

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

	ENVOY MEDICAL, INC.
	By:	/s/ Brent Lucas
	Name:	Brent Lucas
	Title:	Chief Executive Officer

 

	METEORA SPECIAL OPPORTUNITY FUND I, LP
	METEORA CAPITAL PARTNERS, LP
	METEORA SELECT TRADING OPPORTUNITIES MASTER, LP
	METEORA STRATEGIC CAPITAL, LLC
	By:	/s/ Vikas Mittal
	Name:	Vikas Mittal
	Title:	CIO/Managing Member

 

Acknowledged and Agreed,

 

	ENVOY MEDICAL CORPORATION
	By:	/s/ Brent Lucas
	Name:	Brent Lucas
	Title:	Chief Executive Officer

 

[Signature Page to Amendment No. 2 to Common Stock Purchase Warrant]

 

v3.24.4

Cover	Dec. 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2024
Entity File Number	001-40133
Entity Registrant Name	ENVOY MEDICAL, INC.
Entity Central Index Key	0001840877
Entity Tax Identification Number	86-1369123
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4875 White Bear Parkway
Entity Address, City or Town	White Bear Lake
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55110
City Area Code	877
Local Phone Number	900-3277
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	COCH
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	COCHW
Security Exchange Name	NASDAQ

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