AG真人官方

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): July 28, 2025

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

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:

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

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.

Envoy Medical, Inc. (the “Company”) has previously issued Stock Purchase Warrants (the “Shortfall Warrants”) to 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 Parties”) pursuant to the terms of the Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, Envoy Medical Corporation, and the Meteora Parties.

On July 28, 2025, the Company and the Meteora FPA Parties entered into an Amendment No. 3 to Common Stock Purchase Warrant to amend the 3,209,511 Shortfall Warrants that remain outstanding to change the exercise price (the “Warrant Amendment”). Pursuant to the Warrant Amendment, the exercise price of the Shortfall Warrants is determined based on a volume weighted average price (VWAP) formula, measured weekly, and subject to a minimum price of $1.50 per share.

The issuance and resale of the shares of the Company’s Class A Common Stock issuable upon exercise of the Warrants and the resale of the Shortfall Warrants were 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 Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 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.

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.

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