UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2026, Envoy Medical, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved (the “Stockholder Approval”): (i) an amendment to the Company’s 2023 Equity Incentive Plan (the “Equity Incentive Plan”) to authorize an additional 6,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), for issuance under the Equity Incentive Plan (the “Equity Plan Amendment”) and (ii) an amendment to the Company’s 2023 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) to authorize an additional 1,200,000 shares of Common Stock for issuance under the Employee Stock Purchase Plan (the “Purchase Plan Amendment”).
The Company’s Board of Directors approved each of the Equity Plan Amendment and the Purchase Plan Amendment subject to Stockholder approval at the Annual Meeting. Each of the Equity Plan Amendment and the Purchase Plan Amendment became effective at the time of Stockholder Approval.
Copies of the Equity Plan Amendment and Purchase Plan Amendment are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The material terms of the Equity Incentive Plan and Employee Stock Purchase Plan, as amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting:
| 1. | The Company’s stockholders elected two Class III director nominees, Brent T. Lucas and Susan J. Kantor, to the Company’s Board of Directors to hold office until the earlier of the 2029 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal; |
| 2. | Stockholders ratified the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | Stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers; |
| 4. | Stockholders approved an amendment to the Equity Incentive Plan to authorize an additional 6,000,000 shares of Common Stock for issuance under such plan; |
| 5. | Stockholders approved an amendment to the Employee Stock Purchase Plan to authorize an additional 1,200,000 shares of Common Stock for issuance under such plan; and |
| 6. | Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of warrants to purchase shares of the Common Stock, and the issuance of Class A Common Stock underlying such warrants, that were issued in a transaction that was completed on February 12, 2026. |
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The voting results for each such matter were as follows:
| 1. | Election of directors: |
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||
| Brent T. Lucas | 47,216,205 | 70,530 | 655,966 | |||
| Susan J. Kantor | 46,961,571 | 325,164 | 655,966 |
| 2. | Ratification of the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| For: | Against: | Abstain: | ||
| 47,933,597 | 3,434 | 5,670 |
| 3. | Approval, on a non-binding and advisory basis, of the Company’s named executive officer compensation: |
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| 47,144,585 | 110,476 | 31,674 | 655,966 |
| 4. | To approve an amendment to the Equity Incentive Plan. |
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| 46,609,864 | 624,758 | 52,113 | 655,966 |
| 5. | To approve an amendment to the Employee Stock Purchase Plan. |
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| 47,152,146 | 86,804 | 47,785 | 655,966 |
| 6. | Stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of warrants to purchase shares of the Common Stock and the issuance of Common Stock underlying such warrants, that were issued in a transaction that was completed on February 12, 2026. |
| For: | Against: | Abstain: | Broker Non-Votes: | |||
| 47,217,476.89 | 42,625 | 26,634 | 655,966 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended No. 1 to Envoy Medical, Inc. Amended and Restated 2023 Equity Incentive Plan | |
| 10.2 | Amended No. 1 to Envoy Medical, Inc. 2023 Employee Stock Purchase Plan | |
| 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. | ||
| May 18, 2026 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
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Exhibit 10.1
Envoy Medical, Inc.
Amendment No. 1 to
Amended and Restated
2023 Equity Incentive Plan
Amendment No. 1 Approved by the Board of Directors
March 20, 2026
Amendment No. 1 Approved by the Stockholders May 12, 2026
This Amendment No. 1 (this “Amendment”) amends the Amended and Restated Envoy Medical, Inc. 2023 Equity Incentive Plan (the “Plan”) effective as of May 12, 2026. All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Plan.
| 1. | Amendment to Section 2. Section 2 of the Plan is hereby fully replaced and superseded with the following text: |
| “2. | Shares Subject to the Plan. |
| (a) | Share Reserve. Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will be 10,000,000 shares. |
| (b) | Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 10,000,000 shares. |
| (c) | Share Reserve Operation. |
| (i) | Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. |
| (ii) | Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock); (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award. |
| (iii) | Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.” |
| 2. | No Other Amendments. Except as expressly set forth in this Amendment, the Plan shall remain in full force and effect with no changes. |
Exhibit 10.2
Envoy Medical, Inc.
Amendment No. 1 to
2023 Employee Stock Purchase Plan
Amendment No. 1 Approved by the Board of Directors
March 20, 2026
Amendment No. 1 Approved by the Stockholders May 12, 2026
This Amendment No. 1 (this “Amendment”) amends the Envoy Medical, Inc. 2023 Employee Stock Purchase Plan (the “Plan”) effective as of May 12, 2026. All capitalized terms used but not defined in this Amendment shall have the meanings provided in the Plan.
| 2. | Amendment to Section 12. Section 12 of the Plan is hereby fully replaced and superseded with the following text: |
| “12. | Stock. |
| (a) | Subject to adjustment upon changes in capitalization of the Company as provided in Section 17, the maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 4,300,000 shares. If the Administrator determines that on a given Exercise Date the number of shares with respect to which Options are to be exercised may exceed: (x) the number of shares then available for sale under the Plan; or (y) the number of shares available for sale under the Plan on the Offering Date(s) of one or more of the Offer Periods in which such Exercise Date is to occur, the Administrator may make a pro rata allocation of the shares remaining available for purchase on such Offering Dates or Exercise Date, as applicable, and shall either continue the Offer Period then in effect or terminate any one or more Offer Periods then in effect pursuant to Section 18, below. Such allocation method shall be “bottom up,” with the result that all Option exercises for one (1) share shall be satisfied first, followed by all exercises for two (2) shares, and so on, until all available shares have been exhausted. Any amount remaining in a Participant’s payroll account following such allocation shall be returned to the Participant and shall not be carried over to any future Purchase Period or Offer Period, as determined by the Administrator. |
| (b) | A Participant will have no interest or voting right in shares covered by the Participant’s Option until such shares are actually purchased on the Participant’s behalf in accordance with the applicable provisions of the Plan. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase. |
| (c) | Shares to be delivered to a Participant under the Plan will be registered in the name of the Participant.” |
| 2. | No Other Amendments. Except as expressly set forth in this Amendment, the Plan shall remain in full force and effect with no changes. |