UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement
On August 25, 2025, Envoy Medical, Inc. (the “Company”) entered into a Satisfaction of Promissory Notes (the “Satisfaction Agreement”) with GAT Funding, LLC (“GAT Funding”), an entity controlled by the Company’s largest stockholder, Glen Taylor. Pursuant to the terms of the Satisfaction Agreement, all of the Company’s obligations under promissory notes issued to GAT Funding on February 27, 2024, August 27, 2024, and March 6, 2025, respectively, each in the initial principal amount of $10,000,000 will be deemed fully satisfied, including all interest obligations included therein, in exchange for a one-time payment by the Company to GAT Funding in the amount of $100,000.
Also on August 25, 2025, the Company paid GAT Funding $100,000, which extinguished the aggregate $32,011,552 in principal and accrued interest on the promissory notes to GAT Funding. The Satisfaction Agreement was approved for the Company by the Audit Committee of the Board of Directors of the Company, comprised of all independent directors. Mr. Taylor did not serve on the Audit Committee.
The foregoing description of the Satisfaction Agreement is qualified by reference to the terms of the Satisfaction Agreement, which is attached hereto as Exhibit 10.1.
A copy of a press release issued by the Company on August 26, 2025 regarding the Satisfaction Agreement and the matters disclosed under Item 5.02 below is attached hereto as Exhibit 99.1. The information set forth Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 25, 2025, Glen Taylor delivered to the Company his resignation from the Board of Directors effective immediately. Mr. Taylor indicated that his resignation from the Board of Directors was to allow him to focus more attention to his other business interests and not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Satisfaction of Promissory Notes by and between the Company and GAT Funding, LLC, dated effective August 25, 2025. | |
| 99.1 | Press Release Issued by the Company on August 26, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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. | ||
| August 26, 2025 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
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Exhibit 10.1
satisfaction of promissory notes
This SATISFACTION OF PROMISSORY NOTES (this “Agreement”) is made by and between Envoy Medical, Inc., a Delaware corporation (the “Company”) and GAT Funding, LLC, a Minnesota limited liability company (the “Investor”), effective as of August 25, 2025 (the “Effective Date”).
WHEREAS, the Company issued that certain Promissory Note dated effective February 27, 2024, with an original maximum principal amount of $10,000,000, bearing interest at a rate of 8.00% per annum, and calling for payment of the principal and all accrued interest on February 27, 2029 (the “February 2024 Note”); and
WHEREAS, as of the Effective Date, the February 2024 Note has an outstanding principal balance of $10,800,000 (including compounded interest that has been added to the principal balance) and accrued interest of $283,332; and
WHEREAS, the Company issued that certain Promissory Note dated effective August 27, 2024, with an original maximum principal amount of $10,000,000, bearing interest at a rate of 8.00% per annum, and calling for payment of the principal and all accrued interest on August 27, 2029 (the “August 2024 Note”); and
WHEREAS, as of the Effective Date, the August 2024 Note has an outstanding principal balance of $10,000,000 and accrued interest of $679,452;
WHEREAS, the Company issued that certain Promissory Note dated effective March 6, 2025, with an original maximum principal amount of $10,000,000, bearing interest at a rate of 8.00% per annum, and calling for payment of the principal and all accrued interest on March 6, 2030 (the “March 2025 Note”, and collectively with the February 2024 Note and August 2024 Note, the “Notes” and each, individually, a “Note”); and
WHEREAS, as of the Effective Date, the March 2025 Note has an outstanding principal balance of $10,000,000 and accrued interest of $248,768; and
WHEREAS, as of the Effective Date, the total outstanding principal balance of all of the Notes is $30,800,000, and total accrued interest on all of the Notes is $1,211,552; and
WHEREAS, the Company now desires to prepay, and the Investor now desires to accept prepayment of the entire outstanding principal balance along with all accrued interest due under the Notes on a discounted basis, due inter alia to the reasonable likelihood that the Company may be unable to pay the Notes in accordance with their terms.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Investor agree as follows:
| 1. | Payment in Full. The Investor agrees that upon receipt of a payment made in the form of cash in the amount of $100,000.00 (the “Payoff Amount”), all of the Company’s past, present, and future obligations under the Notes shall be fully paid and satisfied. |
| 2. | Release. Upon receipt of the Payoff Amount, the Investor, on behalf of itself and its successors and assigns, hereby forever releases, waives and discharges Company from any and all claims, demands, liabilities, actions, judgments or damages against the Company, whether mature or not, that relate to the Notes; provided however, for the avoidance of doubt, notwithstanding anything to the contrary in this Section 2 or in any other provision of this Agreement, the Investor retains all of the rights, benefits and privileges set forth in each and every Warrant (as defined in the Notes) previously issued to the Investor or to be issued to the Investor subsequent to the Effective Date, as payment of the “commitment fee” pursuant to the Notes, including but not limited to, the right to exercise the Warrants in accordance with the terms thereof. |
| 3. | Due Authorization and Execution. This Agreement has been duly authorized by the parties hereto, has been duly executed and delivered by the parties hereto, and constitutes the valid and binding agreement of the parties hereto, enforceable in accordance with its terms. The execution and delivery of this Agreement and compliance with the terms of this Agreement by the parties hereto will not conflict with, or result in the breach of, the terms or conditions or provisions of, or constitute a default under any other instrument to which the parties hereto is a party or is otherwise bound. |
| 4. | Tax Treatment. The transaction contemplated by this Agreement is intended to be treated for all federal income tax purposes as a full retirement of the Notes in exchange for the Payoff Amount within the meaning of Section 1271 of the Internal Revenue Code of 1986, as amended. The Company acknowledges that this may result in the realization of income for federal income tax purposes for the Company. |
| 5. | Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without regard to conflict of laws provisions thereof). |
| 6. | Binding Effect; Benefits. This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective heirs, successors and assigns; nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties or their respective heirs, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. |
| 7. | Counterparts; Signatures. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument. A facsimile, electronic, or similar reproduction by (or on behalf of) Company or Investor of the signature of Company or Investor is considered an original signature. |
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IN WITNESS WHEREOF, the Company and the Investor have executed this Agreement effective as of the Effective Date.
| COMPANY | INVESTOR | |||
| ENVOY MEDICAL, INC. | gat fUNDING, LLC | |||
| By: | /s/ Brent Lucas | By: | /s/ Glen A. Taylor | |
| Name: | Brent Lucas | Name: | Glen A. Taylor | |
|
Its: Chief Executive Officer |
Its; Chief Manager | |||
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Exhibit 99.1
Envoy Medical Extinguishes Over $32 Million in Debt, Strengthening Balance Sheet
Announces Retirement of Glen A. Taylor from Board
Extinguishment simplifies capital structure, strengthens foundation for growth, and eliminates all term loan obligations, without equity conversion
White Bear Lake, Minnesota – (August 26, 2025) – Envoy Medical® Inc. (NASDAQ: COCH) (“Envoy Medical” or the “Company”), a hearing health company pioneering fully implanted hearing solutions, today announced it has satisfied and extinguished the outstanding term loans from GAT Funding, LLC, which totaled $32 million in outstanding principal and accrued interest, in exchange for a payment of $100,000 in cash.
GAT Funding is owned by Glen A. Taylor, who also announced his retirement from the Envoy Medical board after two decades of service to the Company.
“On behalf of the Envoy Medical board, we want to thank Glen Taylor for his years of service and his tremendous support of Envoy Medical over the years. With the extinguishment of the term loans, Envoy Medical has reset its balance sheet and we are now positioned to devote our capital resources to the continued development of our lead product candidate, the investigational Acclaim® cochlear implant,” stated Brent Lucas, Chief Executive Officer of Envoy Medical. “Our mission is to transform the hearing industry with groundbreaking, fully implanted technologies. With a stronger financial foundation, we are better equipped to deliver on that mission. We are deeply grateful for Glen Taylor’s unwavering belief in the Company—our fully implanted cochlear implant would not have been possible without his steadfast support.”
Envoy Medical’s outgoing Chairman Emeritus, Glen Taylor commented, “It has been an honor to serve Envoy Medical and support its mission over nearly two decades. With the strong momentum in the Company’s pivotal clinical trial and the Company’s now improved financial position, I am retiring from the Envoy Medical board with great confidence in its future. I look forward to seeing all that Envoy Medical’s talented and passionate team will accomplish.”
Mr. Lucas concluded, “While we will miss his contributions on the board, we also celebrate Glen’s legacy with Envoy Medical and wish him all the best. With a talented Board bringing more than 100 years of combined medical device experience, we are excited to execute on our vision and further drive shareholder value.”
For more information about Envoy Medical’s innovation pipeline and intellectual property portfolio, visit www.envoymedical.com.
To be added to the Envoy Medical email distribution list, please email [email protected] with COCH in the subject line.
About Envoy Medical, Inc.
Envoy Medical (Nasdaq: COCH) is a hearing health company focused on providing innovative technologies across the hearing loss spectrum. Envoy Medical has pioneered one-of-a-kind, fully implanted devices for hearing loss, including its fully implanted Esteem® active middle ear implant, commercially available in the U.S. since 2010, and the fully implanted Acclaim® cochlear implant, an investigational device. Envoy Medical is dedicated to pushing hearing technology beyond the status quo to improve access, usability, compliance, and ultimately quality of life.
About the Fully Implanted Acclaim® Cochlear Implant
We believe the fully implanted Acclaim Cochlear Implant (“Acclaim CI”) is a first-of-its-kind hearing device. Envoy Medical’s fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.
The Acclaim CI is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The Acclaim CI is expected to be indicated for adults who have been deemed adequate candidates by a qualified physician.
The Acclaim Cochlear Implant received the Breakthrough Device Designation from the U.S. Food and Drug Administration (FDA) in 2019.
CAUTION The fully implanted Acclaim Cochlear Implant is an investigational device. Limited by Federal (or United States) law to investigational use.
About the Esteem® Fully Implanted Active Middle Ear Implant (FI-AMEI)
The Esteem fully implanted active middle ear implant (FI-AMEI) is the only FDA-approved, fully implanted* hearing device for adults diagnosed with moderate to severe sensorineural hearing loss allowing for 24/7 hearing capability using the ear’s natural anatomy. The Esteem FI-AMEI hearing implant is invisible and requires no externally worn components and nothing is placed in the ear canal for it to function. Unlike hearing aids, you never put it on or take it off. You can’t lose it. You don’t clean it. The Esteem FI-AMEI hearing implant offers true 24/7 hearing.
| * | Once activated, the external Esteem FI-AMEI Personal Programmer is not required for daily use. |
Important safety information for the Esteem FI-AMEI can be found at: https://www.envoymedical.com/safety-information.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the expectations of Envoy Medical concerning the outlook for its business, capital resources, financial position, plans and goals; the Company’s ability to obtain future financing and fund its business; the timing and results any pivotal clinical trial, approvals, site documents, logistics, activations, enrollments, follow-up visits, and data relating to the Acclaim CI; and the safety, performance, and market acceptance of the Acclaim CI. The forward-looking statements contained in this press release reflect Envoy Medical’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Envoy Medical does not guarantee that the events described will happen as described (or that they will happen at all). These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to changes in the market price of shares of Envoy Medical’s Class A Common Stock; changes in or removal of Envoy Medical’s shares inclusion in any index; Envoy Medical’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; unpredictability in the medical device industry, the regulatory process to approve medical devices, and the clinical development process of Envoy Medical products; competition in the medical device industry, and the failure to introduce new products and services in a timely manner or at competitive prices to compete successfully against competitors; disruptions in relationships with Envoy Medical’s suppliers, or disruptions in Envoy Medical’s own production capabilities for some of the key components and materials of its products; changes in the need for capital and the availability of financing and capital to fund these needs; changes in interest rates or rates of inflation; legal, regulatory and other proceedings could be costly and time-consuming to defend; changes in applicable laws or regulations, or the application thereof on Envoy Medical; a loss of any of Envoy Medical’s key intellectual property rights or failure to adequately protect intellectual property rights; the effects of catastrophic events, including war, terrorism and other international conflicts; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in the Annual Report on Form 10-K for the year ended December 31, 2024 filed by Envoy Medical on March 31, 2025, and in other reports Envoy Medical files, with the SEC. If any of these risks materialize or Envoy Medical’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Envoy Medical’s good faith beliefs, they are not guarantees of future performance. Envoy Medical disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Envoy Medical.
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Investor Contact:
Phil Carlson
KCSA Strategic Communications
O: 212.896.1233
E: [email protected]
Media Contact:
Anne Donohoe
KCSA Strategic Communications
O: 732-620-0033
SOURCE: Envoy Medical, Inc.
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