--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-002246" form_type: "8-K" ticker: "COCH" cik: "0001840877" company_name: "Envoy Medical, Inc." filed_at: "2023-10-05T23:59:59+00:00" generated_at: "2026-06-10T04:12:15.221843+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Envoy Medical closes Anzu merger; $25M redeemed, $10M PIPE, 19.5M shares outstanding ## Summary - Consideration to Envoy stockholders: 14,999,990 shares of Class A common stock. - Approximately $25.0M redeemed by Anzu public stockholders at ~$10.46 per share. - PIPE: $10M from 1M Series A Preferred at $10.00/share; additional 1M Series A to GAT Funding. - Post-close: 19,549,982 Class A shares, 4,500,000 Series A preferred, 14,166,666 warrants. - Shares and warrants trade on Nasdaq starting Oct 2 under COCH and COCHW. ## SEC filing metadata - accession: 0001013762-23-002246 - form_type: 8-K - ticker: COCH - cik: 0001840877 - company_name: Envoy Medical, Inc. - filed_at: 2023-10-05T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/ea186352-8k_envoy.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-002246 - JSON: https://secwatch.observer/filing/0001013762-23-002246.json - Plain text: https://secwatch.observer/filing/0001013762-23-002246.txt ## Key facts - Executive change Whitney Haring-Smith resigned as Chairman at Envoy Medical, Inc.. - Action: resigned - Role: Chairman source text: Charles Brynelsen replaced Whitney Haring-Smith as chairman evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Glen A. Taylor was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Diane Dewbrey resigned as Director at Envoy Medical, Inc.. - Action: resigned - Role: Director source text: each of Diane Dewbrey, Daniel Hirsch and Priya Cherian Huskins resigned as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Daniel Hirsch resigned as Director at Envoy Medical, Inc.. - Action: resigned - Role: Director source text: each of Diane Dewbrey, Daniel Hirsch and Priya Cherian Huskins resigned as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Brent Lucas was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Mona Patel was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Daniel Hirsch resigned as other_named_officer at Envoy Medical, Inc.. - Action: resigned source text: each of Whitney Haring-Smith and Daniel Hirsch resigned as executive officers evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Whitney Haring-Smith was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Brent Lucas was appointed as Chief Executive Officer at Envoy Medical, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Brent Lucas was appointed to serve as the Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Charles Brynelsen was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Susan J. Kantor was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Janis Smith-Gomez was elected as Director at Envoy Medical, Inc.. - Action: elected - Role: Director source text: each of Brent Lucas, Charles Brynelsen, Whitney Haring-Smith, Susan J. Kantor, Mona Patel, Janis Smith-Gomez and Glen A. Taylor were elected as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change David R. Wells was appointed as Chief Financial Officer at Envoy Medical, Inc.. - Action: appointed - Role: Chief Financial Officer source text: David R. Wells was appointed to serve as the Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Charles Brynelsen was appointed as Chairman at Envoy Medical, Inc.. - Action: appointed - Role: Chairman source text: Charles Brynelsen appointed as chairman of the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Whitney Haring-Smith resigned as other_named_officer at Envoy Medical, Inc.. - Action: resigned source text: each of Whitney Haring-Smith and Daniel Hirsch resigned as executive officers evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Executive change Priya Cherian Huskins resigned as Director at Envoy Medical, Inc.. - Action: resigned - Role: Director source text: each of Diane Dewbrey, Daniel Hirsch and Priya Cherian Huskins resigned as directors evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Governance Changes Envoy Medical, Inc.: Adopted amended and restated bylaws effective September 29, 2023 (effective 2023-09-29). - Change: bylaw amendment - Effective: 2023-09-29 source text: On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ Charter ”) and amended and restated bylaws (as amended and restated, the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Governance Changes Envoy Medical, Inc.: Company ceased being a shell company as a result of the Business Combination (effective 2023-09-29). - Change: shell status - Effective: 2023-09-29 source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - Governance Changes Envoy Medical, Inc.: Adopted Second Amended and Restated Certificate of Incorporation effective September 29, 2023, including amendments proposed by Charter Proposals (effective 2023-09-29). - Change: charter amendment - Effective: 2023-09-29 source text: On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ Charter ”) and amended and restated bylaws (as amended and restated, the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm - M&A Transactions Envoy Medical, Inc. underwent a change of control involving Envoy Medical Corporation for Each share of Envoy Common Stock converted into the right to receive a number of shares of New Envoy Common Stock equal to the Exchange Ratio of 0.063603; Spons (closed 2023-09-29). - Action: change of control - Counterparty: Envoy Medical Corporation - Consideration: Each share of Envoy Common Stock converted into the right to receive a number of shares of New Envoy Common Stock equal to the Exchange Ratio of 0.063603; Spons - Closing: 2023-09-29 source text: share of Envoy Common Stock was converted into the right to receive pursuant to the applicable provisions of the Business Combination Agreement. The Exchange Ratio was equal to 0.063603. In addition, pursuant to the subscription agreement, dated April 17, 2023 (as amended to date, the “ Subscription Agreement ”), by and between Anzu and Anzu SPAC GP I LLC (the “ evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000101376223002246/0001013762-23-002246-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.