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Form 8-K

sec.gov

8-K — Envoy Medical, Inc.

Accession: 0001213900-26-072033

Filed: 2026-06-25

Period: 2026-06-19

CIK: 0001840877

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0295990-8k_envoy.htm (Primary)

EX-10.1 — FORM OF RSU AWARD GRANT NOTICE AND AWARD AGREEMENT UNDER THE ENVOY MEDICAL, INC. AMENDED & RESTATED EQUITY INCENTIVE PLAN (ea029599001ex10-1.htm)

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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): June 19, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On

June 19, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Envoy Medical, Inc.

(the “Company”), approved certain changes to the compensation of the Company’s Chief Executive Officer, Brent

Lucas. Mr. Lucas will receive an updated base salary of $420,000 per year and will be eligible for a cash bonus targeted at $105,000,

which will be determined based on the achievement of certain strategic performance goals intended to be achieved during calendar years

2026 and 2027.

The

Committee also approved the issuance to Mr. Lucas of 1,000,000 stock options and 1,000,000 restricted stock units (“RSUs”).

The stock options are exercisable at $0.634 per share (the most recent closing price of the Company’s Class A Common Stock

prior to the grant date), will vest over a period of four years, and will have the Company’s other standard terms. The RSUs were

issued on the form of Restricted Stock Unit Award Grant Notice and Award Agreement, which is filed herewith as Exhibit 10.1 and

incorporated herein by reference, and will vest as of the date of the official notification by the U.S. Food and Drug Administration

(FDA) that it has granted approval (including approval with conditions) for the Company’s Acclaim cochlear implant, provided that

such announcement occurs during the performance period beginning June 19, 2026 and ending on June 18, 2030.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Form of RSU Award Grant Notice and Award Agreement under the Envoy Medical, Inc. Amended & Restated Equity Incentive Plan

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

1

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.

June 25, 2026

By:

/s/

Brent T. Lucas

Brent T. Lucas

Chief Executive Officer

2

EX-10.1 — FORM OF RSU AWARD GRANT NOTICE AND AWARD AGREEMENT UNDER THE ENVOY MEDICAL, INC. AMENDED & RESTATED EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029599001ex10-1.htm · Sequence: 2

Exhibit 10.1

ENVOY MEDICAL, INC.

AMENDED AND RESTATED

2023 EQUITY INCENTIVE PLAN

RSU AWARD GRANT NOTICE

Envoy Medical, Inc. (the “Company”) has awarded

to you (the “Participant”) the number of restricted stock units specified on the terms set forth below in consideration

of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions set forth herein and

in the Company’s Amended and Restated 2023 Equity Incentive Plan (as it may be amended or restated from time to time, the “Plan”)

and the Award Agreement (the “Agreement”), which are incorporated herein in their entirety. Capitalized terms not explicitly

defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or, if not set forth in the Plan,

the Agreement.

Participant:

[               ]

Date of Grant:

[               ]

Vesting Commencement Date:

[               ]

Number of Restricted Stock Units:

[               ]

Vesting Schedule:

Subject to the Participant’s Continuous Service through each

applicable vesting date, the RSU Award will vest as follows:

[               ]

Issuance Schedule:

One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

Mandatory Sale To Cover Withholding Taxes:

As a condition to acceptance of this Award, to the fullest extent permitted under the Plan and applicable law, withholding taxes and other tax related items will be satisfied through the sale of a number of the shares subject to the Award as determined in accordance with Section 11 of the Award Agreement and the remittance of the cash proceeds to the Company. Under the Award Agreement, the Company is authorized and directed by Participant to make payment from the cash proceeds of this sale directly to the appropriate taxing authorities in an amount equal to the taxes required to be withheld. The mandatory sale of shares to cover withholding taxes and tax related items is imposed by the Company on Participant in connection with the receipt of this Award, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).

Participant Acknowledgements: By your signature below or

by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

● The

RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”),

and the provisions of the Plan and the Agreement, all of which are made a part of this document.

Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the

“RSU Award Agreement”) may not be modified, amended or revised except

in a writing signed by you and a duly authorized officer of the Company.

● You have read and are familiar with the provisions of the Plan and the RSU Award Agreement. In the event of any conflict between the

provisions in the RSU Award Agreement and the terms of the Plan, the terms of the Plan shall control.

● The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock

and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other

equity awards previously granted to you, and (ii) any written employment agreement, offer letter, severance agreement, written severance

plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU

Award.

[Signature Page Follows]

2

PARTICIPANT

ENVOY MEDICAL, INC.

Signature

Signature

Print Name

Print Name

Residence Address:

Title

3

ENVOY MEDICAL, INC.

AMENDED AND RESTATED

2023 EQUITY INCENTIVE PLAN

Award

Agreement

As reflected by your RSU Award Grant Notice (“Grant Notice”)

Envoy Medical, Inc. (the “Company”) has granted you a RSU Award under its Amended and Restated 2023 Equity Incentive

Plan (as it may e amended from time to time, the “Plan”) for the number of restricted stock units as indicated in your

Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award

(the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not

explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice

or Plan, as applicable.

The general terms applicable to your RSU Award are as follows:

(1) GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the Plan, including but not limited

to the provisions in:

(a) Section 6 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction

on your RSU Award; and

(b) Section 8 of the Plan regarding tax withholding and the tax consequences of your RSU Award.

Your RSU Award is further subject to all interpretations,

amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict

between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. Your RSU Award (and any compensation

paid or shares issued under your RSU Award) will be subject to recoupment in accordance with any clawback policy that the Company has

adopted or any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange

or association on which the Company’s securities are listed or as is otherwise required by the Dodd–Frank Wall Street Reform

and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving

rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination”

or any similar term under any plan of or agreement with the Company.

(2) GRANT OF THE RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares

of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to

reflect any Capitalization Adjustment and subject to your satisfaction of the vesting conditions set forth therein (the “Restricted

Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments

as set forth in the Plan and the provisions of Section 4 below, if any, shall be subject, in a manner determined by the Board, to

the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted

Stock Units covered by your RSU Award.

(3) VESTING. Your Restricted Stock Units will vest, if at all, in accordance with the vesting schedule provided in the Grant

Notice, subject to the provisions contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous

Service. Notwithstanding the foregoing, in the event your Continuous Service terminates due to your death or Disability prior to full

vesting, then you shall vest in a number of shares equal to the shares that would have vested on the next following vesting date multiplied

by a fraction, the numerator of which is the number of full months since the most recent vesting date (or, if no vesting date has yet

occurred, then since the Date of Grant) and the denominator of which is 12.

4

(4) WITHHOLDING OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby authorize withholding from

payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal,

state, local and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding

Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is

satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding

Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to

you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold

the Company harmless from any failure by the Company to withhold the proper amount.

(5) DATE OF ISSUANCE.

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and

will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one

or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit

(subject to any adjustment under Section 4 above, and subject to any different provisions in the Grant Notice) that vests on the

applicable vesting date(s) or on a later date as determined by the Company but in no event later than the Issuance Deadline (as defined

below).

(b) In addition, the following provisions shall apply to the extent applicable at a vesting date when shares of Common Stock are registered

under the Securities Act, unless otherwise determined by the Company. If:

(i) the applicable vest date does not occur (1) during an “open window period” applicable to you, as determined by the

Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you

are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to

under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was

entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”) or under such other policy

expressly approved by the Company), and

(ii) either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the applicable vest date, (A) not

to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due to you under this RSU Award,

and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited

to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash

then the shares that would otherwise be issued

to you on the applicable vest date will not be delivered on such applicable vest date and will instead be delivered on the first business

day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market or on such other date

determined by the Company, but in no event later than the Issuance Deadline.

The “Issuance Deadline” means (a) December 31

of the calendar year in which the applicable vest date occurs (that is, the last day of your taxable year in which the applicable vest

date occurs), or (b) if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no

later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of

Common Stock issuable as a result of the applicable vest date under this RSU Award are no longer subject to a “substantial risk

of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

5

(6) TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the

applicable laws of descent and distribution.

(7) CORPORATE TRANSACTION. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction

involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized

to act on your behalf with respect to any escrow, indemnities and any contingent consideration.

(8) NO LIABILITY FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any

claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU

Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and

other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to

do so.

(9) SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or

invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or

invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed

in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful

and valid.

(10) OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required

by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the

Company’s Trading Policy.

(11) QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including

a summary of the applicable federal income tax consequences please see the Prospectus.

6

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

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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