Form 8-K

8-K — Envoy Medical, Inc.

Accession: 0001213900-26-058429

Filed: 2026-05-18

Period: 2026-05-12

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: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0291354-8k_envoy.htm (Primary)

EX-10.1 — AMENDED NO. 1 TO ENVOY MEDICAL, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN (ea029135401ex10-1.htm)

EX-10.2 — AMENDED NO. 1 TO ENVOY MEDICAL, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN (ea029135401ex10-2.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):

May 12, 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2026,

Envoy Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved (the “Stockholder Approval”):

(i) an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) to authorize

an additional 6,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”),

for issuance under the Equity Incentive Plan (the “Equity Plan Amendment”) and (ii) an amendment to the Company’s

2023 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to authorize an additional 1,200,000 shares

of Common Stock for issuance under the Employee Stock Purchase Plan (the “Purchase Plan Amendment”).

The Company’s Board

of Directors approved each of the Equity Plan Amendment and the Purchase Plan Amendment subject to Stockholder approval at the Annual

Meeting. Each of the Equity Plan Amendment and the Purchase Plan Amendment became effective at the time of Stockholder Approval.

Copies of the Equity

Plan Amendment and Purchase Plan Amendment are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and

are incorporated herein by reference. The material terms of the Equity Incentive Plan and Employee Stock Purchase Plan, as amended, are

set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission

on April 2, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting:

1. The Company’s stockholders elected two Class III director nominees, Brent T. Lucas and Susan J.

Kantor, to the Company’s Board of Directors to hold office until the earlier of the 2029 annual meeting of stockholders, the election

of such director’s successor, or such director’s death, resignation or removal;

2. Stockholders ratified the appointment of EisnerAmper, LLP as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2026;

3. Stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named

executive officers;

4. Stockholders approved an amendment to the Equity Incentive Plan to authorize an additional 6,000,000 shares

of Common Stock for issuance under such plan;

5. Stockholders approved an amendment to the Employee Stock Purchase Plan to authorize an additional 1,200,000 shares

of Common Stock for issuance under such plan; and

6. Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance

of warrants to purchase shares of the Common Stock, and the issuance of Class A Common Stock underlying such warrants, that were

issued in a transaction that was completed on February 12, 2026.

The voting results for each such matter were as follows:

1. Election of directors:

Nominee:

For:

Withheld:

Broker Non-Votes:

Brent T. Lucas

47,216,205

70,530

655,966

Susan J. Kantor

46,961,571

325,164

655,966

2. Ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026:

For:

Against:

Abstain:

47,933,597

3,434

5,670

3. Approval, on a non-binding and advisory basis, of the Company’s named executive officer compensation:

For:

Against:

Abstain:

Broker Non-Votes:

47,144,585

110,476

31,674

655,966

4. To approve an amendment to the Equity Incentive Plan.

For:

Against:

Abstain:

Broker Non-Votes:

46,609,864

624,758

52,113

655,966

5. To approve an amendment to the Employee Stock Purchase Plan.

For:

Against:

Abstain:

Broker Non-Votes:

47,152,146

86,804

47,785

655,966

6. Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance

of warrants to purchase shares of the Common Stock and the issuance of Common Stock underlying such warrants, that were issued in a transaction

that was completed on February 12, 2026.

For:

Against:

Abstain:

Broker Non-Votes:

47,217,476.89

42,625

26,634

655,966

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended No. 1 to Envoy Medical, Inc. Amended and Restated 2023 Equity Incentive Plan

10.2

Amended No. 1 to Envoy Medical, Inc. 2023 Employee Stock Purchase Plan

104

Cover Page Interactive Data File (embedded with 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.

May 18, 2026

By:

/s/ Brent T. Lucas

Brent T. Lucas

Chief Executive Officer

EX-10.1 — AMENDED NO. 1 TO ENVOY MEDICAL, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029135401ex10-1.htm · Sequence: 2

Exhibit 10.1

Envoy Medical, Inc.

Amendment No. 1 to

Amended and Restated

2023 Equity Incentive Plan

Amendment No. 1 Approved by the Board of Directors

March 20, 2026

Amendment No. 1 Approved by the Stockholders May 12, 2026

This Amendment No. 1 (this “Amendment”)

amends the Amended and Restated Envoy Medical, Inc. 2023 Equity Incentive Plan (the “Plan”) effective as of

May 12, 2026. All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Plan.

1. Amendment to Section 2. Section 2 of the Plan is hereby

fully replaced and superseded with the following text:

“2. Shares Subject to the Plan.

(a) Share Reserve. Share Reserve. Subject to adjustment

in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of

shares of Common Stock that may be issued pursuant to Awards will be 10,000,000 shares.

(b) Aggregate Incentive Stock Option Limit. Notwithstanding

anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the

aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 10,000,000

shares.

(i) Limit Applies to Common Stock Issued Pursuant to Awards.

For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not

limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably

required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition

as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide

Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

(ii) Actions that Do Not Constitute Issuance of Common Stock

and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not

reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination

of any portion of an Award without the shares covered by such portion of the Award having been issued; (2) the settlement of any portion

of an Award in cash (i.e., the Participant receives cash rather than Common Stock); (3) the withholding of shares that would otherwise

be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise

be issued by the Company to satisfy a tax withholding obligation in connection with an Award.

(iii) Reversion of Previously Issued Shares of Common Stock

to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted

from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares

that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting

of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award; and

(3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.”

2. No Other Amendments. Except as expressly set forth in

this Amendment, the Plan shall remain in full force and effect with no changes.

EX-10.2 — AMENDED NO. 1 TO ENVOY MEDICAL, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN

EX-10.2

Filename: ea029135401ex10-2.htm · Sequence: 3

Exhibit 10.2

Envoy Medical, Inc.

Amendment No. 1 to

2023 Employee Stock Purchase Plan

Amendment No. 1 Approved by the Board of Directors

March 20, 2026

Amendment No. 1 Approved by the Stockholders May 12, 2026

This Amendment No. 1 (this “Amendment”)

amends the Envoy Medical, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) effective as of May 12, 2026.

All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Plan.

2. Amendment to Section 12. Section 12 of the Plan is hereby

fully replaced and superseded with the following text:

“12. Stock.

(a) Subject to adjustment upon changes in capitalization of the

Company as provided in Section 17, the maximum number of shares of Common Stock which shall be made available for sale under the Plan

shall be 4,300,000 shares. If the Administrator determines that on a given Exercise Date the number of shares with respect to which Options

are to be exercised may exceed: (x) the number of shares then available for sale under the Plan; or (y) the number of shares available

for sale under the Plan on the Offering Date(s) of one or more of the Offer Periods in which such Exercise Date is to occur, the Administrator

may make a pro rata allocation of the shares remaining available for purchase on such Offering Dates or Exercise Date, as applicable,

and shall either continue the Offer Period then in effect or terminate any one or more Offer Periods then in effect pursuant to Section

18, below. Such allocation method shall be “bottom up,” with the result that all Option exercises for one (1) share shall

be satisfied first, followed by all exercises for two (2) shares, and so on, until all available shares have been exhausted. Any amount

remaining in a Participant’s payroll account following such allocation shall be returned to the Participant and shall not be carried

over to any future Purchase Period or Offer Period, as determined by the Administrator.

(b) A Participant will have no interest or voting right in shares

covered by the Participant’s Option until such shares are actually purchased on the Participant’s behalf in accordance with

the applicable provisions of the Plan. No adjustment shall be made for dividends, distributions or other rights for which the record

date is prior to the date of such purchase.

be registered in the name of the Participant.”

2. No Other Amendments. Except as expressly set forth in

this Amendment, the Plan shall remain in full force and effect with no changes.

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