Form 8-K
8-K — Envoy Medical, Inc.
Accession: 0001213900-26-112720
Filed: 2026-10-27
Period: 2026-10-23
CIK: 0001840877
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Material Modifications to Rights of Security Holders
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0309696-8k_envoy.htm (Primary)
EX-3.1 — CERTIFICATE OF AMENDMENT, FILED ON OCTOBER 23, 2026 (ea030969601ex3-1.htm)
EX-99.1 — PRESS RELEASE, DATED OCTOBER 22, 2026 (ea030969601ex99-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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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): October 23, 2026
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
3.03. Material Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current
Report”) is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 23, 2026, Envoy Medical, Inc. (the “Company”) filed a certificate of amendment to the Company’s
Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State
of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s
Class A common stock (the “Common Stock”). The Reverse Stock Split became effective on October 26, 2026, at 12:01
a.m., Eastern Time (the “Effective Time”). The Common Stock began trading on a post-split basis on The Nasdaq
Capital Market as of the open of trading on October 26, 2026. The ticker symbol for the Common Stock remains “COCH.”
As
previously disclosed, at the special meeting of stockholders held on October 12, 2026 (the “Special Meeting”), the
Company’s stockholders approved the Amendment and authorized the Company’s board of directors (the “Board”)
to determine the ratio of the Reverse Stock Split within a specified range of not less than 1-for-5 and not more than 1-for-25. Following
the Special Meeting, on October 12, 2026, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-10.
The
par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock
Split Common Stock CUSIP number will be 29415V307.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional
share of Common Stock in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
As
of the Effective Time, every 10 issued and outstanding shares of Common Stock will automatically be combined and converted into one share
of Common Stock. In addition, the exercise prices of, and the number of shares subject to, the Company’s outstanding warrants and
other convertible securities will be proportionately adjusted in accordance with their respective terms. Likewise, as of the Effective
Time, the administrator of each of the Company’s existing stock incentive and compensation plans will make the equitable adjustments
required or permitted under the applicable plan. Such adjustments will reflect the ratio of the Reverse Stock Split, including corresponding
adjustments, as applicable, to the number of shares underlying outstanding options, stock appreciation rights, restricted stock units,
performance-based restricted stock units, restricted stock and other stock-based awards and outstanding purchase rights, the number of
shares available under such plans, the applicable plan share limits, and the applicable per-share exercise or purchase prices, subject
only to adjustments for rounding. The precise adjustments will be subject to the terms of the applicable plan, the applicable award agreements
and offering documents, applicable tax requirements, and any rounding conventions adopted by the applicable administrator.
Equiniti,
the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split and will provide stockholders with a transaction
statement reflecting their post-split shareholdings. Stockholders holding shares of Common Stock through a broker, bank, or other nominee
will have their positions adjusted to reflect the Reverse Stock Split, subject to the particular processes of such broker, bank, or other
nominee, and generally will not be required to take any action.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report and is incorporated herein by reference.
1
Item
7.01. Regulation FD Disclosure.
On
October 22, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of that press release is attached as
Exhibit 99.1 to this Current Report.
The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the
Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates
it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
3.1
Certificate of Amendment, filed on October 23, 2026
99.1
Press Release, dated October 22, 2026
104
Cover Page Interactive Data File (embedded with the Inline XBRL document).
2
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.
October 27, 2026
By:
/s/ Brent T. Lucas
Brent T. Lucas
Chief Executive Officer
3
EX-3.1 — CERTIFICATE OF AMENDMENT, FILED ON OCTOBER 23, 2026
EX-3.1
Filename: ea030969601ex3-1.htm · Sequence: 2
Exhibit
3.1
STATE
OF DELAWARE CERTIFICATE OF AMENDMENT
OF
THE SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENVOY MEDICAL, INC.
Envoy
Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),
for the purpose of amending its Second Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law
of the State of Delaware, does hereby make and execute this Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation, as amended, and does hereby certify that:
1. Article IV
of the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended
to date, is hereby amended by adding the following new Section 6 at the end of such
article:
Section 6.
Upon the effectiveness of the Certificate of Amendment to the certificate of incorporation first inserting this sentence (the “Reverse
Split Effective Time”), each ten (10) shares of Class A Common Stock issued and outstanding as of the Reverse Stock Split
Effective Time shall automatically, and without action on the part of the Corporation or the stockholders, be combined into one (1) validly
issued, fully paid and non-assessable share of Class A Common Stock, without effecting a change to the par value per share of Class A
Common Stock (such combination of shares, the “Reverse Stock Split”). The Reverse Stock Split shall occur automatically,
without any action by the holders of the shares of Class A Common Stock. Each book entry position that immediately prior to the Reverse
Stock Split Effective Time represented issued shares of Class A Common Stock shall thereafter represent the number of shares of Class
A Common Stock into which the shares of Class A Common Stock represented by such book entry position has been combined pursuant to the
Reverse Stock Split, subject to any elimination of fractional interests. The Reverse Stock Split shall also apply to any outstanding
securities or rights convertible into, or exchangeable or exercisable for, Class A Common Stock of the Corporation, and adjustments to
such securities or rights (including the treatment of any fractional shares resulting from such adjustments) shall be made in accordance
with the terms of the applicable agreements governing such securities or rights, including but not limited to the Corporation’s
Amended and Restated 2023 Equity Incentive Plan, as amended, and any outstanding award agreements thereunder, the 2023 Employee Stock
Purchase Plan, as amended, and applicable warrant agreements.
2. The
foregoing amendment was duly adopted in accordance with Section 242 of the Delaware General
Corporation Law.
3. This
Certificate of Amendment shall become effective at 12.01 a.m., Eastern Time, on October 26,
2026.
IN
WITNESS WHEREOF, I have signed this Certificate on October 23, 2026.
/s/ Brent T. Lucas
Brent T. Lucas
Chief Executive Officer
EX-99.1 — PRESS RELEASE, DATED OCTOBER 22, 2026
EX-99.1
Filename: ea030969601ex99-1.htm · Sequence: 3
Exhibit
99.1
Envoy
Medical Announces Reverse Stock Split
White
Bear Lake, Minnesota – October 22, 2026 – Envoy Medical® Inc. (NASDAQ: COCH) (“Envoy Medical” or the
“Company”), a hearing health and neuroprosthetics company pioneering fully implanted hearing solutions, today announced that
it will implement a 1-for-10 reverse stock split of its outstanding shares of Class A common stock (“Common Stock”), effective
at 12:01 a.m. Eastern Time on October 26, 2026 (the “Reverse Split”). The Company’s Common Stock will continue
to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “COCH” and will begin trading on a reverse
split-adjusted basis at market open on October 26, 2026. Following the Reverse Split, the Common Stock will trade underthe new CUSIP
number 29415V307.
The
Reverse Split was authorized by the Company’s stockholders at a Special Meeting held October 12, 2026. The Reverse Split is
intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Common Stock
on Nasdaq and may improve trading liquidity by increasing the price per share of our Class A common stock, which could enable a broader
range of institutions to invest.
As
of the effective time of the Reverse Split, every 10 shares of issued and outstanding shares of Common Stock will automatically be combined
and converted into one share of Common Stock. In addition, the exercise prices of, and the number of shares subject to, the Company’s
outstanding warrants and other convertible securities will likewise be proportionately adjusted in accordance with their respective terms.
Proportionate adjustments will be made to the number of shares issuable under the Company’s existing stock incentive and compensation
plans.
No
fractional shares of Common Stock will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional
share of common stock as a result of the Reverse Split will received the cash value of the stock they would otherwise have received.
Equiniti, the Company’s transfer agent, will act as the exchange agent for the Reverse Split and will provide stockholders with
a transaction statement reflecting their post-split shareholdings. The number of authorized shares of Common Stock and the par value
per share will remain unchanged.
About
Envoy Medical, Inc.
Envoy
Medical (NASDAQ: COCH) is a hearing health and neuroprosthetics company focused on providing innovative technologies across the hearing
loss spectrum. Envoy Medical has pioneered one-of-a-kind, fully implanted devices for hearing loss, including its fully implanted Esteem®
active middle ear implant, commercially available in the U.S. since 2010, and the fully implanted Acclaim® cochlear implant, an investigational
device. Envoy Medical is dedicated to pushing hearing technology beyond the status quo to improve access, usability, compliance, and
ultimately quality of life.
About
the Fully Implanted Acclaim® Cochlear Implant
We
believe the fully implanted Acclaim Cochlear Implant (“Acclaim CI”) is a first-of-its-kind hearing device. Envoy Medical’s
fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.
The
Acclaim CI is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The
Acclaim CI is expected to be indicated for adults who have been deemed adequate candidates by a qualified physician.
The
Acclaim Cochlear Implant received the Breakthrough Device Designation from the U.S. Food and Drug Administration (FDA) in 2019.
CAUTION
The fully implanted Acclaim Cochlear Implant is an investigational device. Limited by Federal (or United States) law to investigational
use.
About
the Esteem® Fully Implanted Active Middle Ear Implant (FI-AMEI)
The
Esteem fully implanted active middle ear implant (FI-AMEI) is the only FDA-approved, fully implanted* hearing device for adults diagnosed
with moderate to severe sensorineural hearing loss allowing for 24/7 hearing capability using the ear’s natural anatomy. The Esteem
FI-AMEI hearing implant is invisible and requires no externally worn components and nothing is placed in the ear canal for it to function.
Unlike hearing aids, you never put it on or take it off. You can’t lose it. You don’t clean it. The Esteem FI-AMEI hearing
implant offers true 24/7 hearing.
*Once
activated, the external Esteem FI-AMEI Personal Programmer is not required for daily use.
Important
safety information for the Esteem FI-AMEI can be found at: https://www.envoymedical.com/safety-information.
Additional
Information and Where to Find It
Copies
of the documents filed by Envoy Medical with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. Forward-looking
statements may include, but are not limited to, statements related to the Reverse Split, the effectiveness of the Certificate of Amendment,
the Company’s ability to regain or maintain compliance with Nasdaq’s minimum bid price requirement, and statements regarding
the other potential benefits of the Reverse Split, including increased liquidity and the potential of additional institutional investors
acquiring the Company’s stock, as well as statements, other than historical facts, that address activities, events or developments
that the Company intends, expects, projects, plans, believes or anticipates will or may occur in the future. These forward-looking statements
are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult
to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking
statements as a result of a number of factors, including the risks discussed under the caption “Item 1A. Risk Factors” in
Part I of our most recent Annual Report on Form 10-K and any updates thereto under the caption “Item 1A. Risk Factors” in
Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s
website at www.sec.gov. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk
factors or to assess the impact such risk factors might have on our business. Envoy Medical undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, that occur after the date
of this release, except as required by law. While forward-looking statements reflect Envoy Medical’s good faith beliefs, they are
not guarantees of future performance. Envoy Medical disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date
of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which
are based only on information currently available to Envoy Medical.
Investor
Contact:
Phil
Carlson
KCSA Strategic Communications
O: 212.896.1233
E: Envoy@kcsa.com
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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