エンヴォイメディカルの適時開示・総会結果・その他

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): November 26, 2025

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 5.07

Submission of Matters to a Vote of Security Holders.

On November 26, 2025, Envoy Medical, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders (the “Stockholders”) voted to approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of warrants to purchase shares of the Company’s Class A Common Stock, par value $0.0001 (“Class A Common Stock”), and the issuance of Class A Common Stock underlying such warrants, pursuant to the terms of that certain securities purchase agreement by and among the Company and certain purchasers named therein, dated as of September 22, 2025, and that certain engagement letter by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 17, 2025 (“Issuance Proposal”).

The Stockholders also approved an administrative proposal to allow adjournments of the Special Meeting if necessary to permit gathering necessary votes to approve the Issuance Proposal or to ensure a quorum (the “Adjournment Proposal”), which authority to adjourn the Special Meeting was not used.

The voting results were as follows:

Issuance Proposal

For:			Withheld:		Broker Non-Votes:
	13,599,174		243,009		5,700

Adjournment Proposal:

For:			Withheld:		Broker Non-Votes:
	13,345,775		247,335		6,064

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded with the Inline 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.

	ENVOY MEDICAL, INC.

December 3, 2025	By:	/s/ Brent T. Lucas
		Brent T. Lucas
		Chief Executive Officer