---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-016584"
form_type: "8-K"
ticker: "COCH"
cik: "0001840877"
company_name: "Envoy Medical, Inc."
filed_at: "2026-02-13T23:59:59+00:00"
generated_at: "2026-05-16T02:49:19.135786+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Envoy Medical closes $30.0M public offering; milestone-linked warrants could add $48.0M

## Summary
- Gross proceeds $30.0M from 75M shares/pre-funded warrants at $0.40/unit; up to $48M additional if milestone warrants exercised for cash.
- Offering led by Nantahala Capital; insiders bought ~2.25M shares ($0.9M), existing shareholder Glen Taylor bought 18.75M shares ($7.5M).
- Net proceeds extend cash runway into H2 2027, beyond expected PMA submission for Acclaim CI device.
- Series A-1 warrants expire 30 days after PMA submission; Series A-2 warrants expire 30 days after FDA approval; exercise price $0.40.
- H.C. Wainwright acted as exclusive placement agent; placement agent warrants for 3.75M shares at $0.50 per share.

## SEC filing metadata
- accession: 0001213900-26-016584
- form_type: 8-K
- ticker: COCH
- cik: 0001840877
- company_name: Envoy Medical, Inc.
- filed_at: 2026-02-13T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1840877/000121390026016584/0001213900-26-016584-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840877/000121390026016584/ea0276972-8k_envoy.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-016584
- JSON: https://secwatch.observer/filing/0001213900-26-016584.json
- Plain text: https://secwatch.observer/filing/0001213900-26-016584.txt

## Key facts
- Material Agreements
  Envoy Medical, Inc. entered into Securities Purchase Agreement with certain investors valued at aggregate gross proceeds of approximately $30.0 million from the Offering (effective 2026-02-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: aggregate gross proceeds of approximately $30.0 million from the Offering
  - Effective: 2026-02-11
  source text: On February 11, 2026, Envoy Medical, Inc., a Delaware corporation (the “ Company ”), commenced a best efforts public offering (the “ Offering ”) of an aggregate of (i) 47,946,150 shares (the “ Shares ”) of the Company’s Class A Common Stock, par value $0.0001 per share (“ Common Stock ”), (ii) 27,053,850 pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase 27,053,850 shares of Common Stock, (iii) 45,000,000 Series A-1 Warrants to purchase 45,000,000 shares of Common Stock and/or pre-funded warrants (the “ Series A-1 Warrants ”), and (iv) 75,000,000 Series A-2 Warrants to purchase 75,000,000 shares of Common Stock and/or pre-funded warrants (the “ Series A-2 Warrants ” and, together with the Series A-1 Warrants, the “ Common Warrants ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000121390026016584/0001213900-26-016584-index.htm
- Material Agreements
  Envoy Medical, Inc. entered into Pre-Funded Warrants with certain investors valued at 27,053,850 Pre-Funded Warrants to purchase 27,053,850 shares of Common Stock at an exercise price of (effective 2026-02-11).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain investors
  - Value: 27,053,850 Pre-Funded Warrants to purchase 27,053,850 shares of Common Stock at an exercise price of
  - Effective: 2026-02-11
  source text: ii) 27,053,850 pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase 27,053,850 shares of Common Stock, (iii) 45,000,000 Series A-1 Warrants to purchase 45,000,000 shares of Common Stock and/or pre-funded warrants (the “ Series
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000121390026016584/0001213900-26-016584-index.htm
- Material Agreements
  Envoy Medical, Inc. entered into Engagement Letter with H.C. Wainwright & Co., LLC valued at exclusive placement agent for the Offering (effective 2025-09-17).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: H.C. Wainwright & Co., LLC
  - Value: exclusive placement agent for the Offering
  - Effective: 2025-09-17
  source text: H.C. Wainwright & Co., LLC (“ Wainwright ”) acted as the exclusive placement agent for the Offering pursuant to an Engagement Letter, dated September 17, 2025, as amended on December 17, 2025, February 9, 2026 and February 11, 2026 (the “ Engagement Letter ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1840877/000121390026016584/0001213900-26-016584-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.