UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| The Stock Market LLC | ||||
exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
The
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Item 1.01 Entry into a Material Definitive Agreement.
Envoy Medical, Inc. (the “Company”) has previously issued Stock Purchase Warrants (as amended to date, 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 December 18, 2025, the Company and the Meteora FPA Parties entered into an Amendment No. 4 to Common Stock Purchase Warrant to amend the 1,125,499 Shortfall Warrants that remain outstanding to extend the expiration date from December 31, 2025 to December 31, 2026 (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-3 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on August 12, 2025.
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.
|
Exhibit No. |
Exhibit | |
| 10.1 | Amendment to Forward Stock Purchase Agreement, between the Meteora FPA Parties and the Company, dated December 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
1
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.
| Date: December 29, 2025 | ENVOY MEDICAL, INC. | |
| By: | /s/ Brent Lucas | |
| Brent Lucas | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT NO. 4 TO COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 4 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of December 18, 2025, by and between Envoy Medical, Inc., a Delaware corporation (the “Company”), and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, the “Holder”). Capitalized terms used herein and not otherwise defined are defined in the Original Warrant (as defined below).
WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of November 27, 2023, to purchase up to 3,874,394 shares of Common Stock (as amended by the Amendment No. 1, 2 and 3 to Common Stock Purchase Warrant, dated as of June 24, 2024, December 19, 2024 and July 28, 2025, the “Original Warrant”);
WHEREAS, the Original Warrant was issued pursuant to the terms of that certain Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, the Holder, and the Company’s wholly-owned subsidiary Envoy Medical Corporation (as amended by the letter agreements, dated as of May 25, 2023 and September 28, 2023, and as further amended by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, the “Forward Purchase Agreement”);
WHEREAS, pursuant to Section 5(m) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
| 1. | Amendment to Termination Date. The Original Warrant is hereby amended by deleting the reference to “December 31, 2025” in the definition of “Termination Date” in the initial paragraph thereof and inserting a reference to “December 31, 2026” in its place. |
| 2. | No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect. |
| 3. | Acknowledgements and Other Agreements. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in the Forward Purchase Agreement, no amendment to the Forward Purchase Agreement is necessary to effect the terms of this Amendment, and the Termination Date as set forth in this Amendment shall supersede the expiration date of the Shortfall Warrants as provided in the Forward Purchase Agreement. The parties hereto further agree that the adjustment to the exercise price set forth in the Original Warrant provided for by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, shall remain in effect without change as a result of this Amendment. |
| 4. | Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Forward Purchase Agreement. |
| 5. | Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment. |
(Signature page follows)
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| ENVOY MEDICAL, INC. | ||
| By: | /s/ Brent Lucas | |
| Name: | Brent Lucas | |
| Title: | Chief Executive Officer | |
| METEORA SPECIAL OPPORTUNITY FUND I, LP METEORA CAPITAL PARTNERS, LP | ||
| METEORA SELECT TRADING OPPORTUNITIES MASTER, LP | ||
| METEORA STRATEGIC CAPITAL, LLC | ||
| By: | /s/ Vikas Mittal | |
| Name: | Vikas Mittal | |
| Title: | CIO/Managing Member | |
| Acknowledged and Agreed, | ||
| ENVOY MEDICAL CORPORATION | ||
| By: | /s/ Brent Lucas | |
| Name: | Brent Lucas | |
| Title: | Chief Executive Officer | |