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Form 8-K

sec.gov

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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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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