Envoy Medical, Inc 8-K, filed Oct 2, 2023
Envoy Medical, Inc. (COCH)
About this 8-K
Envoy Medical, Inc filed this 8-K on October 2, 2023, reporting on events of September 29, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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| Item 7.01. | Regulation FD Disclosure. |
On September 29, 2023, Envoy Medical, Inc. (formerly known as Anzu Special Acquisition Corp I) (prior to consummation of the Business Combination (as defined below), “Anzu” and after consummation of the Business Combination, the “Company”) announced that the business combination (the “Business Combination”) between Anzu and Envoy Medical Corporation (“Envoy”), a Minnesota corporation, was completed on September 29, 2023 pursuant to the Business Combination Agreement, dated as of April 17, 2023 (as amended by Amendment No. 1, dated as of May 12, 2023, and Amendment No. 2, dated as of August 31, 2023) by and among Anzu, Envoy and Envoy Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Anzu.
The Business Combination was approved by Anzu’s stockholders at a special meeting of stockholders on September 27, 2023 (the “Special Meeting”). The Company expects to commence trading of its Class A common stock and warrants on the Nasdaq Capital Market under the ticker symbols “COCH” and “COCHW,” respectively, on October 2, 2023. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information referenced under this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the 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 set forth under this Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
In connection with the Special Meeting, holders of Anzu’s Class A common stock, par value $0.0001 per share (prior to consummation of the Business Combination, “Anzu Class A Common Stock” and after consummation of the Business Combination, “Class A Common Stock”), had the right to elect to redeem all or a portion of their Anzu Class A Common Stock for a per share price calculated in accordance with Amended and Restated Certificate of Incorporation of Anzu, as amended. Holders of approximately 55%, or 2,386,294 shares, of Anzu Class A Common Stock had validly elected to redeem their shares of Anzu Class A Common Stock for a pro rata portion of the trust account maintained by American Stock Transfer and Trust Company holding the proceeds from Anzu’s initial public offering and the sale of private placement warrants (the “Trust Account”), or approximately $10.46 per share and approximately $25.0 million in the aggregate as of September 27, 2023.
As previously disclosed, on April 17, 2023, prior to entering into the Business Combination Agreement, Anzu and Envoy entered into an agreement (as amended to date, the “Forward Purchase Agreement”) with 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 “Seller”) for an OTC Equity Prepaid Forward Transaction.
Anzu consented to Meteora reversing a previously submitted redemption request for 425,606 shares of Anzu Class A Common Stock Meteora submitted for redemption and that these 425,606 shares shall be considered Recycled Shares and eligible for payment to Seller as outlined in the Prepayment section of the Forward Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms the Forward Purchase Agreement.
The Forward Purchase Agreement provides that, no later than the earlier of (a) one business day after the closing of the Business Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination (the “Prepayment Date”), Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Redemption Price and (ii) the Number of Shares less (y) 50% of the Prepayment Shortfall. On September 29, 2023, the Company paid to Seller separately the Prepayment Amount required under the Forward Purchase Agreement directly from the Trust Account. In addition, the Company transferred 8,512 shares of Class A Common Stock (the “Share Consideration”) to Seller on September 29, 2023.
The Company and the Seller agreed to waive the requirement under the Forward Purchase Agreement that the Company must file a registration statement with the SEC registering the resale of the Recycled Shares, the Shortfall Sale Shares, the Share Consideration, the Shortfall Warrants and the Shortfall Warrant Shares (the “FPA Registration Statement”) under the Securities Act within forty-five (45) days following the closing of the Business Combination. From time to time following the closing of the Business Combination, Seller may, at its discretion, sell Shares without a payment obligation to the Company (the “Shortfall Sales”) until such time as the gross proceeds from such Shortfall Sales equal $44,505 (the “Prepayment Shortfall”). At such time that the amount of gross proceeds generated from Shortfall Sales is equal to the Prepayment Shortfall, the Company shall retain an amount equal to 50% of the Prepayment Shortfall on the Prepayment Date and Seller shall pay the remaining 50% of the Prepayment Shortfall on the first OET Date and at such time the Seller may not make any additional Shortfall Sales. The Seller in its sole discretion may request warrants of the Company exercisable for shares of Class A Common Stock in an amount equal to (i) 4,300,000 shares of Class A Common Stock less (ii) the Number of Shares specified in the Pricing Date Notice (“Shortfall Warrants” and the shares of Class A Common Stock underlying the Shortfall Warrants, the “Shortfall Warrant Shares”). The Shortfall Warrants will (i) have an exercise price equal to the Reset Price, (ii) expire on June 30, 2024 and (iii) not provide for cashless exercise or net share settlement.
Seller agreed to waive any redemption rights that it had under Anzu’s Amended and Restated Certificate of Incorporation, as amended, with respect to any Recycled Shares in connection with the Business Combination, that would require redemption by Anzu of shares of Anzu Class A Common Stock. Such waiver may have reduced the number of shares of Anzu Class A Common Stock redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Exchange Act.
The foregoing description of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by references to the full text of the Forward Purchase Agreement, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2023 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release dated September 29, 2023. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the inline XBRL document. |
SIGNATURE
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.
Dated: September 29, 2023
| Envoy Medical, Inc. | |||
| By: | /s/ Brent Lucas | ||
| Brent Lucas Chief Executive Officer | |||
Exhibit 99.1
ENVOY MEDICAL CORPORATION AND ANZU SPECIAL ACQUISITION CORP I COMPLETE BUSINESS COMBINATION
NASDAQ to list Envoy Medical, developer of an FDA-designated breakthrough device for hearing loss – a novel fully implanted cochlear device
White Bear Lake, Minnesota and Tampa, Florida – September 29, 2023 — Anzu Special Acquisition Corp I (“Anzu”) (NASDAQ: “ANZU,” “ANZUU” and “ANZUW”), a special purpose acquisition company, and Envoy Medical Corporation (“Envoy” or “Envoy Medical”), a hearing health company, announced today the completion of their previously announced business combination (“the Business Combination”), resulting in Envoy becoming a publicly listed company. The combined company will operate under the name “Envoy Medical, Inc.” and its Class A common stock and warrants are expected to commence trading on October 2, 2023, on the Nasdaq stock exchange under the new ticker symbols “COCH” and “COCHW”, respectively.
“Millions of people have significant hearing loss that may not be adequately treated by hearing aids, a market that we believe will continue to expand as the population ages. We believe that many prospective patients do not seek cochlear implants because they are not satisfied with the currently available options for treatment. In the coming quarters, we anticipate being able to report key milestones in our ongoing clinical trial at the Mayo Clinic and our planned pivotal trial at several of premier cochlear implant centers in the United States,” said Brent Lucas, Chief Executive Officer of Envoy Medical. “We believe that achieving a fully implanted cochlear implant – enabling people to not recharge or change their battery daily or have to worry about external components on their head, among many other potential benefits – will encourage more people with clinically indicated hearing loss to get a cochlear implant and improve their quality of life.”
“Anzu believes that Envoy is a leading innovator in an attractive industry with strong growth prospects, competing in a market estimated at over $80 billion in untapped potential opportunity in the United States,” said Whitney Haring-Smith, Chief Executive Officer at Anzu Special Acquisition Corp I. “We believe that Envoy Medical’s Acclaim device may be the first fully implanted cochlear implant commercialized in the United States and is designed to have longer expected battery life than existing competitors.”
About Envoy Medical (Nasdaq: COCH)
Envoy Medical, headquartered in White Bear Lake, Minnesota, is a Nasdaq listed hearing health company providing innovative medical technologies across the hearing loss spectrum, all designed to shift the paradigm within the hearing industry and bring both providers and patients the hearing devices they desire.
Envoy is dedicated to pushing hearing technology beyond the status quo to provide patients with improved access, usability, independence and ultimately quality of life. Learn more at https://www.envoymedical.com.
About Anzu Special Acquisition Corp I
Anzu is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Anzu intends to focus on high-quality businesses with transformative technologies for industrial applications.
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 listing of the combined company’s securities on Nasdaq, as well as any information concerning possible or assumed future operations of Envoy. The forward-looking statements contained in this press release reflect the current views of Anzu and Envoy, as the case may be, 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. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, Envoy’s performance following the Business Combination; changes in the market price of shares of the combined company’s securities after the Business Combination, which may be affected by factors different from those currently affecting the price of shares of Anzu’s common stock; Envoy’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination; unpredictability in the medical device industry, the regulatory process to approve medical devices, and the clinical development process of Envoy 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’s suppliers, or disruptions in Envoy’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; Envoy’s ability to realize some or all of the anticipated benefits of the Business Combination; 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; a loss of any of Envoy’s key intellectual property rights or failure to adequately protect intellectual property rights; Anzu’s board of directors did not obtain a third-party fairness opinion in determining whether to proceed with the Business Combination; the financial and other interests of Anzu’s board of directors may have influenced its decision to approve the Business Combination; the combined company’s ability to maintain the listing of its securities on Nasdaq following the Business Combination; 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 Anzu’s registration statement on Form S-4 (File No. 333-271920) filed by Anzu with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on September 14, 2023 and other documents filed with the SEC from time to time. If any of these risks materialize or Anzu’s or Envoy’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Anzu’s and Envoy’s good faith beliefs, they are not guarantees of future performance. Both Anzu and Envoy disclaim 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 both Anzu and Envoy.
Contact
Matt Kreps
Darrow Associates Investor Relations
(214) 597-8200
mkreps@darrowir.com