UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2024
ENVOY MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-40133 | 86-1369123 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4875 White Bear Parkway White Bear Lake, MN |
55110 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877) 900-3277
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.0001 per share | COCH | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
COCHW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on April 17, 2023, Envoy Medical, Inc. (formerly known as Anzu Special Acquisition Corp I) (the “Company”) and Envoy Medical Corporation (“Legacy 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 “Meteora FPA Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, among other things, the Company issued 3,874,394 warrants (the “Shortfall Warrants”) to purchase up to 3,874,394 shares (the “Shortfall Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $10.46 per share. On November 27, 2023, the Company and the Meteora FPA Parties entered into a Common Stock Purchase Warrant (the “Common Stock Purchase Warrant”), pursuant to which the Company issued to the Meteora FPA Parties Shortfall Warrants to purchase up to 3,874,394 shares of Common Stock.
On July 29, 2024, the Company and the Meteora FPA Parties entered into an Amendment to the Forward Purchase Agreement to change the exercise price of certain of the Shortfall Warrants (the “FPA Amendment”). Prior to the FPA Amendment, exercise price of the Shortfall Warrants was determined based on a volume weighted average price (VWAP) formula, subject to a $4.00 floor (the “Exercise Price Floor”), which may be reduced in certain circumstances. Pursuant to the FPA Amendment, the Exercise Price Floor is set at $2.00 for 1,000,000 of the Shortfall Warrants and $3.00 for an additional 1,000,000 Shortfall Warrants, with the remainder of the Shortfall Warrants retaining the $4.00 Exercise Price Floor.
The issuance and resale of the Shortfall Warrant Shares and the resale of the Shortfall Warrants have been registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.
The foregoing description of the FPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the FPA 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 July 29, 2024. | |
104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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: July 31, 2024 | ENVOY MEDICAL, INC. | |
By: | /s/ David R. Wells | |
David R. Wells | ||
Chief Financial Officer |
Exhibit 10.1
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT
THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 29, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (with MSOF, MCP, MSTO and MSC collectively as “Seller”), and (iv) Envoy Medical Corporation, a Minnesota corporation f/k/a Anzu Special Acquisition Corp I, a Delaware corporation (“PubCo”).
Reference is hereby made to the OTC Equity Prepaid Forward Transaction, dated as of April 17, 2023 (as amended by the letter agreement, dated as of May 25, 2023 and September 28, 2023, and as may be further amended from time to time, the “Confirmation”), by and between Seller and PubCo. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation.
1. | Amendment: The parties hereto agree to amend the Confirmation as follows: |
a. The section titled “Reset Price” shall be deleted in its entirety and replaced with the following:
Reset Price: |
The Reset Price shall initially be the Initial Price. The Reset Price shall be adjusted on the first scheduled trading day of each week (each a “Reset Date”) commencing with the first week following the thirtieth day after the closing of the Business Combination to be the lower of (i) the Initial Price and (ii) the VWAP Price of the Shares of the prior week, but not lower than the Reset Price Floor (as defined herein); provided that the Reset Price may be further reduced upon the occurrence of a Dilutive Offering Reset. The “Reset Price Floor” will be as follows:
· for 1,000,000 Shortfall Warrants, the Reset Price Floor will be $2.00;
· for 1,000,000 Shortfall Warrants, the Reset Price Floor will be $3.00; and
· for all other Shortfall Warrants, the Reset Price Floor will be $4.00. |
2. No Other Amendments. All other terms and conditions of the Confirmation shall remain in full force and effect and the Confirmation shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.
3. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
4. Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the Confirmation and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Confirmation are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Confirmation and Amendment, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.
5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
METEORA SPECIAL OPPORTUNITY FUND I, LP; | |||
METEORA SELECT TRADING OPPORTUNITIES MASTER, LP; | |||
METEORA CAPITAL PARTNERS, LP; and | |||
METEORA STRATEGIC CAPITAL, LLC | |||
By: | /s/ Vik Mittal | ||
Name: | Vik Mittal | ||
Title: | Managing Member | ||
ENVOY MEDICAL CORPORATION | |||
By: | /s/ Brent Lucas | ||
Name: | Brent Lucas | ||
Title: | Chief Executive Officer |