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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Envoy Medical, Inc. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
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): August 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 Fil |
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| August 26, 2025 |
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): August 25, 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 Fil |
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| August 26, 2025 |
satisfaction of promissory notes Exhibit 10.1 satisfaction of promissory notes This SATISFACTION OF PROMISSORY NOTES (this “Agreement”) is made by and between Envoy Medical, Inc., a Delaware corporation (the “Company”) and GAT Funding, LLC, a Minnesota limited liability company (the “Investor”), effective as of August 25, 2025 (the “Effective Date”). WHEREAS, the Company issued that certain Promissory Note dated effective Februar |
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| August 26, 2025 |
Exhibit 99.1 Envoy Medical Extinguishes Over $32 Million in Debt, Strengthening Balance Sheet Announces Retirement of Glen A. Taylor from Board Extinguishment simplifies capital structure, strengthens foundation for growth, and eliminates all term loan obligations, without equity conversion White Bear Lake, Minnesota – (August 26, 2025) – Envoy Medical® Inc. (NASDAQ: COCH) (“Envoy Medical” or the |
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| August 21, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 ENVOY MEDICAL, INC. Up to 17,376,177 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,588,406 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 10,920,411 Shares of Class A Common Stock 3,209,511 Warrants This prospectus relates to the issuance by us of up to an aggreg |
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| August 8, 2025 |
As filed with the Securities and Exchange Commission on August 8, 2025 As filed with the Securities and Exchange Commission on August 8, 2025 Registration No. |
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| July 31, 2025 |
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 31, 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 |
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| July 31, 2025 |
Envoy Medical Reports on Second Quarter 2025 Results Exhibit 99.1 Envoy Medical Reports on Second Quarter 2025 Results White Bear Lake, Minnesota – (July 31, 2025) – Envoy Medical®, Inc. (NASDAQ: COCH) (“Envoy Medical”), a revolutionary hearing health company focused on fully implanted hearing devices, today announced its corporate and financial results for the second quarter ended June 30, 2025, as well as other subsequent events. Financial and Cor |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40133 ENVOY MEDIC |
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| July 29, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Envoy Medical, Inc. |
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| July 29, 2025 |
As filed with the Securities and Exchange Commission on July 29, 2025 As filed with the Securities and Exchange Commission on July 29, 2025 Registration No. |
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| July 29, 2025 |
Exhibit 10.1 AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July 29, 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, |
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| July 29, 2025 |
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 28, 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 |
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| July 2, 2025 |
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): June 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 |
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| June 25, 2025 |
Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of June 20, 2025 (the “Agreement Date”) and shall be effective commencing June 23, 2025 (the “Effective Date”) by and between Oasis Business Consulting, LLC (“Consultant”), and Envoy Medical, Inc. (“Envoy Medical”) (each a “Party” and collectively, “the Parties”). RECITALS WHEREAS, Consultant |
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| June 25, 2025 |
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): June 19, 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 |
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| June 3, 2025 |
Amended and Restated Envoy Medical, Inc. 2023 Equity Incentive Plan Exhibit 10.1 Envoy Medical, Inc. Amended and Restated 2023 Equity Incentive Plan Adopted by the Board of Directors: April 17, 2023 Approved by the Stockholders: September 27, 2023 Amendment Approved by the Board of Directors: April 7, 2025 Amendment Approved by the Stockholders: May 28, 2025 1. General. (a) Plan Purpose. The purpose of the Plan is to further align the interests of eligible partici |
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| June 3, 2025 |
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): May 28, 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 N |
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| May 19, 2025 |
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): May 16, 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 N |
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| May 1, 2025 |
Results of Operations and Financial Condition 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): May 1, 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 Nu |
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| May 1, 2025 |
Promissory Note, dated March 6, 2025, between Envoy Medical, Inc. and GAT Funding, LLC. Exhibit 10.2 THE OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRA |
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| May 1, 2025 |
Envoy Medical Reports on First Quarter 2025 Results Exhibit 99.1 Envoy Medical Reports on First Quarter 2025 Results Company Provides Update on its Pivotal Clinical Study for Fully Implanted Cochlear Implant WHITE BEAR LAKE, Minnesota-(Newsfile Corp. – May 1, 2025) – Envoy Medical®, Inc. (Nasdaq: COCH) (“Envoy Medical”), a revolutionary hearing health company focused on fully implanted hearing devices, today announced its corporate and financial re |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40133 ENVOY MEDI |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A –––––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for U |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––– SCHEDULE 14A –––––––––––––––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for U |
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| April 11, 2025 |
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): April 10, 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 |
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| March 31, 2025 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF ENVOY MEDICAL, INC. Entity Name Jurisdiction of Incorporation Envoy Medical Corporation Minnesota Envoy Medical GmbH (Ansbach) (GmbH) Germany |
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| March 31, 2025 |
Exhibit 10.24 SERVICES AGREEMENT This Services Agreement (“Agreement”) is effective the 1st day of January, 2022 (“Effective Date”) between Envoy Medical Corporation and its subsidiaries (collectively “Company”) and Taylor Technology Services, Inc., a Minnesota corporation (“Provider”). Company and Provider hereby agree as follows: 1. SCOPE OF AGREEMENT. Provider will supply information technology |
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| March 31, 2025 |
ENVOY MEDICAL, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) Exhibit 99.1 Envoy Medical Reports Fourth Quarter and Full Year 2024 Financial Results Company Provides Corporate Update that Includes Information on its Progress Enrolling Subjects in its Pivotal Clinical Study for Breakthrough Device, the Fully Implanted Acclaim® Cochlear Implant WHITE BEAR LAKE, Minn., March 31, 2025 (Newsfile Corp.) - Envoy Medical®, Inc. (“Envoy Medical”) (Nasdaq: COCH), a re |
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| March 31, 2025 |
Exhibit 4.4 Form of Private Warrant NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| March 31, 2025 |
Exhibit 10.23 Envoy Medical Corporation Building Lease THIS LEASE, Made and entered into this day of May 20, 2016, by and between Taylor Corporation, hereinafter called “Landlord”, and Envoy Medical Corporation, hereinafter called “Tenant.” W I T N E S S E T H: 1. PREMISES. Landlord hereby lets to Tenant and Tenant hereby leases from Landlord approximately 8,290 square feet of space in the buildin |
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| March 31, 2025 |
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): March 31, 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 |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40133 ENVOY MEDICAL, |
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| March 12, 2025 |
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): March 6, 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 |
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| March 12, 2025 |
Exhibit 99.1 Envoy Medical Secures $10 Million in Funding to Advance Pivotal Clinical Trial of Breakthrough Hearing Device Billionaire Entrepreneur Glen Taylor, the Company’s Largest Shareholder, Continues to Invest Significant Capital into the Company Furthering Its Progress WHITE BEAR LAKE, Minnesota, March 12, 2025 (Newsfile Corp.) - Envoy Medical®, Inc. (“Envoy Medical”) (NASDAQ: “COCH”), a re |
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| March 3, 2025 |
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): February 25, 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 F |
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| January 21, 2025 |
Up to $15,000,000 of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282474 PROSPECTUS SUPPLEMENT (To Prospectus dated October 21, 2024) Up to $15,000,000 of Class A Common Stock We have entered into an At the Market Offering Agreement (the “ATM Agreement”), dated January 17, 2025, with Roth Capital Partners, LLC (the “Sales Agent”), relating to the shares of our Class A common stock, par value $0.0001 per share |
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| January 21, 2025 |
Financial Statements and Exhibits, Entry into a Material Definitive Agreement 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): January 17, 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 Fi |
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| January 21, 2025 |
Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT January 17, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Envoy Medical, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, |
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| December 26, 2024 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Class A common stock, par value $0. |
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| December 23, 2024 |
Amendment No. 2 to Common Stock Purchase Warrant. Exhibit 10.1 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of December 19, 2024, 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 Capi |
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| December 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 14 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 14 |
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| December 23, 2024 |
Entry into a Material Definitive Agreement 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): December 19, 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 F |
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| December 20, 2024 |
Exhibit 10.1 CONVERSION AND WAIVER AGREEMENT This Conversion and Waiver Agreement (this “Agreement”) is made and entered into as of December 20, 2024, by and between Envoy Medical, Inc., a Delaware corporation (the “Company”), and Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”). Each of the parties hereto are referred to as a “Party” and together, the “Parties.” RECITALS W |
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| December 20, 2024 |
Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders 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): December 20, 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 F |
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| December 20, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 13 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 13 |
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| December 17, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 12 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 12 |
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| December 17, 2024 |
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): December 11, 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 F |
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| November 20, 2024 |
Submission of Matters to a Vote of Security Holders 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 14, 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 F |
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| November 14, 2024 |
COCH / Envoy Medical, Inc. / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 formsc13g-envoy.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. *) Envoy Medical Inc. (Name of Issuer) Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (Title of Class of Securities) 29415V117 (CUSIP Number) Se |
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| November 14, 2024 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 ENVOY MEDICAL, |
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| November 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 10 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 10 |
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| November 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 11 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 11 |
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| November 14, 2024 |
Promissory Note, dated August 27, 2024, between Envoy Medical, Inc. and GAT Funding, LLC Exhibit 10.1 THE OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRA |
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| November 14, 2024 |
Exhibit 99.1 Envoy Medical Reports Third Quarter 2024 Results and Other Exciting Events FDA approval to begin pivotal trial of fully implanted cochlear implant and AMA approval of CPT codes for the Company’s already FDA-approved fully implanted middle ear implant are two of the exciting developments for the growing company WHITE BEAR LAKE, Minn., Nov. 14, 2024 (GLOBE NEWSWIRE) - Envoy Medical®, In |
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| November 14, 2024 |
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 14, 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 F |
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| November 13, 2024 |
WNNR / Andretti Acquisition Corp. / Walleye Capital LLC Passive Investment SC 13G 1 walleye-coch093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ENVOY MEDICAL, INC. (Name of Issuer) Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (Title of Class of Securities) 29415V117 (CUSIP Number) September 30, 2 |
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| October 17, 2024 |
ENVOY MEDICAL, INC. 4875 White Bear Lake Parkway White Bear Lake, MN 55110 ENVOY MEDICAL, INC. 4875 White Bear Lake Parkway White Bear Lake, MN 55110 October 17, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Benjamin Richie Re: Envoy Medical, Inc. Registration Statement on Form S-3 File Number: 333-282474 Dear Mr. Richie: In accordance with Rule 461 under the Securities Act of 1933, as |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) (Rule 14a-101) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit |
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| October 4, 2024 |
DEFA14A 1 ea0216185-defa14aenvoy.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commis |
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| October 3, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Envoy Medical, Inc. |
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| October 3, 2024 |
As filed with the Securities and Exchange Commission on October 2, 2024 As filed with the Securities and Exchange Commission on October 2, 2024 Registration No. |
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| October 3, 2024 |
Exhibit 4.10 ENVOY MEDICAL, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS Article 1 DEFINITIONS 1 Section 1.01. Definitions of Terms. 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01. Designation and Terms of Securities. 4 Section 2.02. Form of Securities and Trustee’s Certificate. 6 Sectio |
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| September 6, 2024 |
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): September 6, 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 F |
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| August 28, 2024 |
Entry into a Material Definitive Agreement, Other Events 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): August 27, 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 Fil |
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| August 28, 2024 |
Envoy Medical Secures Lending Facility of $10M Exhibit 99.1 Envoy Medical Secures Lending Facility of $10M Glen Taylor, Committed Investor and Believer in Envoy Medical’s Mission to Help People with Significant Hearing Loss, Provides Significant Additional Funding as the Company Eyes Important Milestones and Seeks to Grow Hearing Implant Market with Breakthrough Device WHITE BEAR LAKE, Minnesota, August 28, 2024 (GLOBE NEWSWIRE) - Envoy Medica |
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| August 28, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 9 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 9 su |
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| August 12, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 7 su |
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| August 12, 2024 |
Common Stock Purchase Warrant, dated May 23, 2024, between Envoy Medical, Inc. and GAT Funding, LLC. Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 12, 2024 |
Results of Operations and Financial Condition 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): August 12, 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 Fil |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 ENVOY MEDICAL, INC. |
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| August 12, 2024 |
Exhibit 99.1 Envoy Medical Reports Second Quarter 2024 Results and Provides Business Update Company continues to make significant progress towards disrupting the existing cochlear implant industry with its investigational, breakthrough fully implanted Acclaim® cochlear implant; Maintains goal of starting Pivotal Clinical Trial by end of the year WHITE BEAR LAKE, Minn., August 12, 2024 (GLOBE NEWSW |
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| August 12, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 8 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 8 su |
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| August 1, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 6 su |
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| August 1, 2024 |
Exhibit 99.1 Bipartisan Senate Bill Seeks to Clarify that Implanted Active Middle Ear Hearing Devices are Prosthetics, Not Hearing Aids, Making Them Eligible for Medicare Coverage Envoy Medical’s FDA-Approved Esteem® Fully Implanted Active Middle Ear Hearing Device May Now Have an Opportunity to be a Coverable Benefit WHITE BEAR LAKE, Minnesota – July 31, 2024 – Envoy Medical®, Inc. (“Envoy Medica |
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| August 1, 2024 |
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 31, 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 |
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| August 1, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 |
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| August 1, 2024 |
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”) (wi |
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| July 25, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 5 su |
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| July 25, 2024 |
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 22, 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 |
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| July 17, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 3 su |
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| July 17, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 4 su |
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| July 15, 2024 |
Exhibit 99.1 INVESTOR PRESENTATION July 2024 www.envoymedical.com NASDAQ: COCH Hear for Life Nasdaq: COCH 2 FORWARD LOOKING STATEMENTS This presentation 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 “project,” “foreca |
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| July 15, 2024 |
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 15, 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 |
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| June 25, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 2 su |
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| June 25, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 24, 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 |
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| June 25, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of June 24, 2024, 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, |
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| June 11, 2024 |
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): June 6, 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 N |
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| June 11, 2024 |
Exhibit 99.1 Envoy Medical Announces Addition of Medical Device Manufacturing Experience to its Board of Directors to Prepare for Scaling WHITE BEAR LAKE, Minn., June 11, 2024 (GLOBE NEWSWIRE) - Envoy Medical®, Inc. (“Envoy Medical”) (Nasdaq: COCH) today announced the appointment of Michael Crowe to the Envoy Medical Board of Directors effective June 7, 2024. Envoy Medical is currently sponsoring |
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| May 29, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated May 2, 2024 Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus supplement no. 1 su |
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| May 24, 2024 |
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): May 23, 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 N |
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| May 15, 2024 |
Results of Operations and Financial Condition 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): May 15, 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 N |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 ENVOY MEDICAL, INC. |
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| May 15, 2024 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 15, 2024 |
Promissory Note, dated February 27, 2024, between Envoy Medical, Inc. and GAT Funding, LLC. Exhibit 10.1 THE OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRA |
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| May 15, 2024 |
Exhibit 99.1 Envoy Medical Reports First Quarter 2024 Results The Company, a current leader in fully implanted hearing devices, continues to steadily march towards its ambition of disrupting the existing cochlear implant industry with its “breakthrough” fully implanted cochlear implant. WHITE BEAR LAKE, Minn., May 15, 2024 (GLOBE NEWSWIRE) - Envoy Medical®, Inc. (“Envoy Medical”) (Nasdaq: COCH), a |
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| May 2, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276590 PROSPECTUS Up to 18,041,060 Shares of Class A Common Stock Issuable Upon Exercise of Warrants Up to 3,913,043 Shares of Class A Common Stock Issuable Upon Conversion of Series A Preferred Stock 13,418,923 Shares of Class A Common Stock 3,874,394 Warrants This prospectus relates to the issuance by us of up to an aggregate of 21,954,103 sh |
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| April 30, 2024 |
ENVOY MEDICAL, INC. 4875 White Bear Parkway White Bear Lake, MN 55110 ENVOY MEDICAL, INC. 4875 White Bear Parkway White Bear Lake, MN 55110 April 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, DC 20549 Attention: Juan Grana and Margaret Sawicki Re: Envoy Medical, Inc. Registration Statement on Form S-1 File No. 333-276590 Ladies and Gentle |
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| April 25, 2024 |
As filed with the Securities and Exchange Commission on April 25, 2024 As filed with the Securities and Exchange Commission on April 25, 2024 Registration No. |
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| April 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Envoy Medical, Inc. |
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| April 12, 2024 |
As filed with the Securities and Exchange Commission on April 12, 2024 As filed with the Securities and Exchange Commission on April 12, 2024 Registration No. |
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| April 5, 2024 |
As filed with the Securities and Exchange Commission on April 5, 2024 As filed with the Securities and Exchange Commission on April 5, 2024 Registration No. |
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| April 1, 2024 |
Exhibit 10.11 Envoy Medical, Inc. 4875 White Bear Pkwy White Bear Lake, MN 55110 February 14, 2024 Charles R. Brynelsen [●] Email: [●] Subject: Service as a Director of Envoy Medical, Inc. Dear Chuck: This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “indep |
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| April 1, 2024 |
Envoy Medical, Inc. Policy on Inside Information and Insider Trading. Exhibit 19.1 ENVOY MEDICAL, INC. Policy on Inside Information and Insider Trading A. Background/Purpose Under federal and state securities laws, it is illegal to purchase or sell securities of Envoy Medical, Inc. (the “Company”) while in possession of material, non-public information related to, affecting or regarding the Company (such information, “Inside Information”), or to disclose Inside Info |
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| April 1, 2024 |
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Janis Smith-Gomez. Exhibit 10.14 Envoy Medical, Inc. 4875 White Bear Pkwy White Bear Lake, MN 55110 February 14, 2024 Janis Smith-Gomez [●] Email: [●] Subject: Service as a Director of Envoy Medical, Inc. Dear Janis: This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independ |
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| April 1, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Envoy Medical, Inc. (the “Company,” “we,” “our” or “us”) had two classes of securities, our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and our redeemable warrants, with each whole warrant exercisable for one share |
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| April 1, 2024 |
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Susan Kantor. Exhibit 10.12 Envoy Medical, Inc. 4875 White Bear Pkwy White Bear Lake, MN 55110 February 14, 2024 Susan Kantor [●] Email: [●] Subject: Service as a Director of Envoy Medical, Inc. Dear Susan: This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independent d |
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| April 1, 2024 |
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Mona Patel. Exhibit 10.13 Envoy Medical, Inc. 4875 White Bear Pkwy White Bear Lake, MN 55110 February 14, 2024 Mona Patel [●] Email: [●] Subject: Service as a Director of Envoy Medical, Inc. Dear Mona: This letter agreement sets forth the terms of your service as a member of the Board of Directors (the “Board”) of Envoy Medical, Inc. (“Envoy” or the “Company”). You have been designated as an “independent dire |
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| April 1, 2024 |
Form of Option Award Agreement. Exhibit 10.15 ENVOY MEDICAL, INC. 2023 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANT Unless otherwise defined herein, the terms defined in the Envoy Medical, Inc. (the “Company”) 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms an |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40133 ENVOY MEDICAL, |
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| April 1, 2024 |
Envoy Medical, Inc. Policy for the Recoupment of Erroneously Awarded Compensation. Exhibit 97 ENVOY MEDICAL, INC. Policy for the Recoupment of Erroneously Awarded Compensation Description Envoy Medical, Inc., a Delaware corporation (the “Company”), has adopted this Policy for the Recoupment of Erroneously Awarded Compensation (the “Policy”), pursuant to the requirements of Nasdaq Listing Rule 5608 and Securities Exchange Act Rule 10D-1. The Policy sets forth the circumstances un |
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| March 4, 2024 |
Exhibit 99.1 Envoy Medical Secures Up To $10 Million Term Debt Financing to Advance Upcoming Clinical Trial Billionaire Entrepreneur Glen Taylor Commits to a 5-Year Facility to Support Company’s upcoming FDA Clinical Trial for the Acclaim® Fully Implanted Cochlear Implant WHITE BEAR LAKE, Minnesota, March 04, 2024 (GLOBE NEWSWIRE) - Envoy Medical®, Inc. (“Envoy Medical”) (NASDAQ: “COCH”), a revolu |
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| March 4, 2024 |
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): February 27, 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 F |
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| February 15, 2024 |
As filed with the Securities and Exchange Commission on February 14, 2024 As filed with the Securities and Exchange Commission on February 14, 2024 Registration No. |
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| February 15, 2024 |
Exhibit 4.2 THIS ISSUANCE AND SALE OF THIS SECURITY AND THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| February 14, 2024 |
2100 L Street, NW Suite 900 Washington DC 20037 TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 www.mofo.com morrison & foerster llp austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, miami, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. February 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corpo |
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| February 12, 2024 |
US29415V1098 / ENJOY MEDICAL INC A / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formenvoymedicalsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Envoy Medical, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 29415V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| January 18, 2024 |
As filed with the Securities and Exchange Commission on January 18, 2024 As filed with the Securities and Exchange Commission on January 18, 2024 Registration No. |
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| January 18, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Envoy Medical, Inc. |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 ENVOY MEDICAL |
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| December 19, 2023 |
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): December 14, 2023 ENVOY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorporation) (Commission F |
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| November 17, 2023 |
Employment Agreement, dated August 15, 2023, between the Company and David R. Wells. Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into effective as of August 15, 2023 (the “Effective Date”) by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and David R. Wells, an individual resident of the State of Arizona (the “Executive”). WITNESSETH: WHEREAS, the Executive shall be hired to serve as the Chief Fina |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 ENVOY MEDICAL, |
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| November 14, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40133 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1 |
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| October 24, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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): October 20, 2023 ENVOY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 24, 2023 |
Letter of WithumSmith+Brown, PC to the Securities and Exchange Commission, dated October 24, 2023. Exhibit 16.1 October 24, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Envoy Medical, Inc. statements (formally known as Anzu Special Acquisition Corp I) included under Item 4.01 of its Form 8-K dated October 24, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we wer |
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| October 20, 2023 |
Employment Agreement, dated October 16, 2023, between the Company and Brent T. Lucas. Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into effective as of October 16, 2023 (the “Effective Date”) by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and Brent T. Lucas, an individual resident of the State of Minnesota (the “Executive”). WITNESSETH: WHEREAS, the Executive is currently serving as Chief Executive |
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| October 20, 2023 |
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): October 16, 2023 Envoy Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 10, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) to which this exhibit is attached and, if not defined in the Form 8-K, the definitive proxy statement/prospectus filed with the SEC on September 14, 2023 (the “Proxy Statemen |
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| October 10, 2023 |
Financial Statements and Exhibits, Other Events 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): October 10, 2023 Envoy Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 10, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Envoy Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorpora |
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| October 10, 2023 |
Envoy Medical Announces Settlement Contract Outstanding Shareholder Claims Resolved Exhibit 99.1 Envoy Medical Announces Settlement Contract Outstanding Shareholder Claims Resolved WHITE BEAR LAKE, Minnesota – October 10, 2023 – Envoy Medical®, Inc. (NASDAQ: COCH), a hearing health company, today announced the settlement of an outstanding lawsuit filed by certain former shareholders of Envoy Medical Corporation (“EMC”), which is now a wholly-owned subsidiary of Envoy Medical, Inc |
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| October 5, 2023 |
Form of Envoy Medical, Inc. Indemnification Agreement. Exhibit 10.21 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023 by and between Envoy Medical, Inc. a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold |
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| October 5, 2023 |
Envoy Medical, Inc. Equity Incentive Plan. Exhibit 10.22 Envoy Medical, Inc. 2023 Equity Incentive Plan Adopted by the Board of Directors: April 17, 2023 Approved by the Stockholders: September 27, 2023 1. General. (a) Plan Purpose. The purpose of the Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Compa |
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| October 5, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”) to which this exhibit is attached and, if not defined in the Form 8-K, the definitive proxy statement/prospectus filed with the SEC on September 14, 2023 (the “Proxy Statemen |
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| October 5, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF Envoy Medical, Inc. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered |
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| October 5, 2023 |
Amendment No. 2 to Forward Purchase Agreement, dated as of September 28, 2023. Exhibit 10.24 Date: September 28, 2023 To: Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”) and Envoy Medical Corporation, a Minnesota corporation (“Target”) Address: 12610 Race Track Rd., Ste 250 Tampa, FL 33626-1300 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) a |
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| October 5, 2023 |
Envoy Medical, Inc. Employee Stock Purchase Plan. Exhibit 10.23 Envoy Medical, Inc. 2023 EMPLOYEE STOCK PURCHASE PLAN Adopted by the Board of Directors: April 17, 2023 Approved by the Stockholders: September 27, 2023 The following constitute the provisions of the 2023 Employee Stock Purchase Plan of Envoy Medical, Inc. 1. Purpose. The purpose of the Plan is to provide Employees of the Company and its Designated Parents or Subsidiaries with an opp |
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| October 5, 2023 |
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): September 29, 2023 Envoy Medical, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40133 86-1369123 (State or other jurisdiction of incorporation) (Commission |
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| October 5, 2023 |
Exhibit 10.2 AMENDMENT TO LETTER AGREEMENT This Amendment (this “Amendment”), dated as of September 29, 2023, by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) is to that certain Letter Agreement, dated as of Mar |
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| October 5, 2023 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Amended and Restated Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of September 29, 2023 is among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and the Holders (as defined below). Capitalized terms used but not defined herein have the meanings assigned to them in the |
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| October 5, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF ENVOY MEDICAL, INC. Entity Name Jurisdiction of Incorporation None |
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| October 5, 2023 |
Certificate of Designation of Series A Preferred Stock of the Company. Exhibit 3.3 CERTIFICATE OF DESIGNATION of Series A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001 PER SHARE, OF ENVOY MEDICAL, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), Envoy Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with |
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| October 5, 2023 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANZU SPECIAL ACQUISITION CORP I a Delaware corporation Anzu Special Acquisition Corp I., a Delaware corporation (the “Company”), hereby certifies that: 1. The Company was incorporated under the name “Anzu Special Acquisition Corp I” The original Certificate of Incorporation of the Company was filed with the Secretary of State |
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| October 2, 2023 |
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 spec |
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| October 2, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): September 29, 2023 Envoy Medical, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission File Number |
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| September 27, 2023 |
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): September 27, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| September 27, 2023 |
Exhibit 99.1 Anzu Special Acquisition Corp I Stockholders Approve Business Combination with Envoy Medical Corporation Tampa, Florida — September 27, 2023 — Anzu Special Acquisition Corp I (the “Company”) (NASDAQ: “ANZU,” “ANZUU” and “ANZUW”), announced today that its stockholders voted to approve the Business Combination Agreement with Envoy Medical Corporation (“Envoy”), and the transactions cont |
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| September 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| September 15, 2023 |
Financial Statements and Exhibits, Other Events 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): September 15, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| September 15, 2023 |
ENVOY MEDICAL | 1 Investor Presentation Hear for Life September 2023 Exhibit 99.1 ENVOY MEDICAL | 1 Investor Presentation Hear for Life September 2023 ENVOY MEDICAL | 2 Forward - Looking Statements This "Presentation" includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United State s Private Securities Litigation Reform Act of 1995. Forward - Looking statements may be identified by the use of words such as “estimate,” “ |
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| September 15, 2023 |
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): September 15, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| September 15, 2023 |
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): September 15, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| September 14, 2023 |
Mr. Richie: As discussed, on behalf of our client, Anzu Special Acquisition Corp. I, attached are proposed changes to the Anzu Board Reasons for the Merger in response to comment 1 in the Staff’s letter dated September 12, 2023. We look forward to your response at your earliest convenience. Best regards, David David Slotkin Partner | Morrison & Foerster LLP 2100 L Street, NW, Suite 900 | Washingto |
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| September 14, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271920 PROXY STATEMENT/PROSPECTUS ANZU SPECIAL ACQUISITION CORP I PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS PROSPECTUS FOR ISSUANCE OF UP TO 15,000,000 SHARES OF CLASS A COMMON STOCK IN THE MERGER Dear Stockholder: On April 17, 2023, Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu,” “we,” “our” and “ |
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| September 14, 2023 |
The Anzu Board’s Reasons for the Business Combination The Anzu Board, in evaluating the Business Combination, consulted with its management and financial, legal, tax and accounting advisors. |
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| September 13, 2023 |
As filed with the United States Securities and Exchange Commission on September 12, 2023 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 12, 2023 Registration Statement No. |
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| September 13, 2023 |
ANZU SPECIAL ACQUISITION CORP I 12610 Race Track Road, Suite 250 Tampa, Florida 33626 September 13, 2023 VIA EDGAR Benjamin Richie Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| September 12, 2023 |
2100 L Street, NW Suite 900 Washington DC 20037 TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 www.mofo.com morrison & foerster llp austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, miami, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. September 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corp |
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| September 5, 2023 |
Exhibit 10.28 AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT This AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of August 23, 2023, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), and Anzu SPAC GP I LLC (“Sponsor”). The SPAC and Sponsor are sometimes referred to herein individually as a “party” and, collectively, as the “parties.” Capit |
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| September 5, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 5, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF ANZU SPECIAL ACQUISITION CORP I Entity Name Jurisdiction of Incorporation Envoy Merger Sub, Inc. Delaware |
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| September 5, 2023 |
As filed with the United States Securities and Exchange Commission on September 1, 2023 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on September 1, 2023 Registration Statement No. |
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| September 5, 2023 |
Form of Proxy Card for Special Meeting. Exhibit 99.1 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: 1. to consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 17, 2023, as amended by Amendment No |
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| September 5, 2023 |
Exhibit 10.29 ENVOY MEDICAL CORPORATION AMENDMENT NO. 1 TO THE Promissory NOTE $15,000,000 August 23, 2023 St. Paul, Minnesota This Amendment No. 1 to Promissory Note (this “Amendment”) is entered into by and between GAT Funding, LLC, a Minnesota limited liability company, or its successors or assigns (“Investor”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”) and amends t |
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| September 5, 2023 |
Form of Indemnification Agreement. Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023 by and between Envoy Medical, Inc. a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold |
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| September 5, 2023 |
Amendment No. 1 to Sponsor Support and Forfeiture Agreement, dated August 31, 2023. Exhibit 10.30 AMENDMENT NO. 1 TO SPONSOR SUPPORT AND FORFEITURE AGREEMENT This AMENDMENT NO. 1 TO SPONSOR SUPPORT AND FORFEITURE AGREEMENT (this “Amendment”) is entered into as of August 31, 2023, by and among Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), Anzu Special Acquisition Corp I, a Delaware corporation (the “SPAC”), and Envoy Medical Corporation, a Minnesota cor |
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| September 5, 2023 |
Form of Bylaws of Envoy Medical, Inc. Exhibit 3.5 AMENDED AND RESTATED BY LAWS OF Envoy Medical, Inc. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s reg |
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| September 1, 2023 |
September 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie, Katherine Bagley, Christie Wong and Terence O’Brien Re: Anzu Special Acquisition Corp I Amendment No. 3 to Registration Statement on Form S-4 Filed August 24, 2023 File No. 333-271920 |
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| August 24, 2023 |
Consent of Janis Smith-Gomez as Director Nominee. Exhibit 99.6 August 23, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| August 24, 2023 |
Filed by Anzu Special Acquisition Corp I pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Anzu Special Acquisition Corp I Commission File No. |
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| August 24, 2023 |
As filed with the United States Securities and Exchange Commission on August 23, 2023 Table of Contents As filed with the United States Securities and Exchange Commission on August 23, 2023 Registration Statement No. |
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| August 24, 2023 |
Consent of Mona Patel as Director Nominee. Exhibit 99.5 August 23, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I here |
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| August 23, 2023 |
2100 L Street, NW Suite 900 Washington DC 20037 TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 www.mofo.com morrison & foerster llp austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, miami, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. August 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corpora |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 An |
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| August 4, 2023 |
2100 L Street, NW Suite 900 Washington DC 20037 TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 www.mofo.com morrison & foerster llp austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, miami, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. August 4, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporat |
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| August 4, 2023 |
As filed with the United States Securities and Exchange Commission on August 4, 2023 TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on August 4, 2023 Registration Statement No. |
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| June 30, 2023 |
As filed with the United States Securities and Exchange Commission on June 30, 2023 Table of Contents As filed with the United States Securities and Exchange Commission on June 30, 2023 Registration Statement No. |
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| June 30, 2023 |
2100 L Street, NW Suite 900 Washington DC 20037 TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 www.mofo.com morrison & foerster llp austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, miami, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. June 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporati |
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| June 30, 2023 |
Exhibit 10.23 PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBORDINATED AND SUBJECT TO THE RIGHTS OF GAT FUNDING, LLC PURSUANT TO AN INTERCREDITOR AGREEMENT BETWEEN THE HOLDER OF THIS NOTE AND GAT FUNDING, LLC (THE “INTERCREDITOR AGREEMENT”), AS MAY BE AMENDED FROM TIME TO TIME. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT |
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| June 30, 2023 |
Exhibit 10.25 CONVERTIBLE NOTE AMENDMENT AGREEMENT This CONVERTIBLE NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into as of April 17, 2023, by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”) and the Person listed on the signature page hereto under the heading “Note Holder” (the “Note Holder”). Capitalized terms used but not otherwise defined herein shall ha |
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| June 30, 2023 |
Exhibit 10.21 THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Third Amended and Restated Credit Agreement (this “Agreement”) is entered into between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and GAT Funding, LLC, a Minnesota limited liability company (the “Investor”), effective as of July 15, 2022. The Company and Investor may be referred to herein individually as a “Par |
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| June 30, 2023 |
Exhibit 10.22 PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBORDINATED AND SUBJECT TO THE RIGHTS OF GAT FUNDING, LLC PURSUANT TO AN INTERCREDITOR AGREEMENT BETWEEN THE HOLDER OF THIS NOTE AND GAT FUNDING, LLC (THE “INTERCREDITOR AGREEMENT”), AS MAY BE AMENDED FROM TIME TO TIME. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT |
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| June 30, 2023 |
Exhibit 10.24 CONVERTIBLE NOTE AMENDMENT AGREEMENT This CONVERTIBLE NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into as of April 17, 2023, by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”) and the Person listed on the signature page hereto under the heading “Note Holder” (the “Note Holder”). Capitalized terms used but not otherwise defined herein shall ha |
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| June 30, 2023 |
Amendment No. 1 to Forward Purchase Agreement, dated as of May 25, 2023. Exhibit 10.27 MET x ANZU: FSPA Amendment – Execution Version Date: May 25, 2023 To: Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”) and Envoy Medical Corporation, a Minnesota corporation (“Target”) Address: 12610 Race Track Rd., Ste 250 Tampa, FL 33626-1300 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select |
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| June 30, 2023 |
Exhibit 10.19 THE OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTR |
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| June 30, 2023 |
Exhibit 10.20 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| June 30, 2023 |
EXHIBIT 10.26 CONVERTIBLE NOTE AMENDMENT AGREEMENT This CONVERTIBLE NOTE AMENDMENT AGREEMENT (this “Agreement”) is entered into as of April 17, 2023, by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”) and the Person listed on the signature page hereto under the heading “Note Holder” (the “Note Holder”). Capitalized terms used but not otherwise defined herein shall ha |
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| May 15, 2023 |
As filed with the United States Securities and Exchange Commission on May 15, 2023 Table of Contents As filed with the United States Securities and Exchange Commission on May 15, 2023 Registration Statement No. |
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| May 15, 2023 |
Exhibit 10.14 Execution Version AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of May 12, 2023, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”) and Anzu SPAC GP I LLC (“Sponsor”). The SPAC and Sponsor are sometimes referred to herein individually as a “party” and, collectively, as the “p |
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| May 15, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Anzu Special Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Titles Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Anzu Class A Common Stock, par value $0. |
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| May 15, 2023 |
Consent of Dave Fabry as Director Nominee. Exhibit 99.5 May 15th, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb |
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| May 15, 2023 |
Form of Letter Agreement Amendment. Exhibit 10.18 AMENDMENT TO LETTER AGREEMENT This Amendment (this “Amendment”), dated as of , 2023, by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), Anzu SPAC GP I LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”) is to that certain Letter Agreement, dated as of March 1, 2021 |
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| May 15, 2023 |
Consent of Charles Brynelsen as Director Nominee. Exhibit 99.4 May 15th, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 A |
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| May 15, 2023 |
Consent of Brent Lucas as Director Nominee. Exhibit 99.2 May 15th, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb |
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| May 15, 2023 |
Consent of Glen Taylor as Director Nominee. Exhibit 99.3 May 15th, 2023 Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, FL 33626 Consent to Reference in Proxy Statement/Prospectus Anzu Special Acquisition Corp I (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereb |
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| April 18, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, Florida 33626 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), and the undersigned investor (the “Inv |
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| April 18, 2023 |
Exhibit 10.4 Execution Version Date: April 17, 2023 To: Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”) and Envoy Medical Corporation, a Minnesota corporation (“Target”). Address: 12610 Race Track Rd, Ste 250 Tampa, FL 33626-1300 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Maste |
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| April 18, 2023 |
Exhibit 10.4 Execution Version Date: April 17, 2023 To: Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”) and Envoy Medical Corporation, a Minnesota corporation (“Target”). Address: 12610 Race Track Rd, Ste 250 Tampa, FL 33626-1300 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteora Select Trading Opportunities Maste |
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| April 18, 2023 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among ANZU SPECIAL ACQUISITION CORP I, ENVOY MERGER SUB, INC., and ENVOY MEDICAL CORPORATION Dated as of April 17, 2023 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 12 Section 1.03 Construction 15 Article II. AGREEMENT AND PLAN OF MERGER 15 Section 2.01 The Mer |
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| April 18, 2023 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among ANZU SPECIAL ACQUISITION CORP I, ENVOY MERGER SUB, INC., and ENVOY MEDICAL CORPORATION Dated as of April 17, 2023 Table of Contents Page Article I. DEFINITIONS 2 Section 1.01 Certain Definitions 2 Section 1.02 Further Definitions 12 Section 1.03 Construction 15 Article II. AGREEMENT AND PLAN OF MERGER 15 Section 2.01 The Mer |
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| April 18, 2023 |
Exhibit 10.3 SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 17, 2023, is made by and among Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”), Envoy Medical Corporation, a Minnesota corporation (the “Company”), and the holder of Company Capital Stock listed on Schedule A hereto (each, a “Holder” and, collectively, the “Holders”) |
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| April 18, 2023 |
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): April 17, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission Fil |
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| April 18, 2023 |
Exhibit 10.3 SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of April 17, 2023, is made by and among Anzu Special Acquisition Corp I, a Delaware corporation (“SPAC”), Envoy Medical Corporation, a Minnesota corporation (the “Company”), and the holder of Company Capital Stock listed on Schedule A hereto (each, a “Holder” and, collectively, the “Holders”) |
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| April 18, 2023 |
425 1 tm2312890d2425.htm 425 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): April 17, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| April 18, 2023 |
Exhibit 10.2 SPONSOR SUPPORT AND FORFEITURE AGREEMENT This Sponsor Support and Forfeiture Agreement (this “Agreement”), dated as of April 17, 2023, is entered into by and among Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), Anzu Special Acquisition Corp I, a Delaware corporation (the “SPAC”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”). RECITAL |
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| April 18, 2023 |
Exhibit 10.2 SPONSOR SUPPORT AND FORFEITURE AGREEMENT This Sponsor Support and Forfeiture Agreement (this “Agreement”), dated as of April 17, 2023, is entered into by and among Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), Anzu Special Acquisition Corp I, a Delaware corporation (the “SPAC”), and Envoy Medical Corporation, a Minnesota corporation (the “Company”). RECITAL |
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| April 18, 2023 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Anzu Special Acquisition Corp I 12610 Race Track Road, Suite 250 Tampa, Florida 33626 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), and the undersigned investor (the “Inv |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| April 3, 2023 |
Exhibit 10.14 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 3, 2023 |
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): March 28, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission Fil |
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| April 3, 2023 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40133 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10 |
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| April 3, 2023 |
Exhibit 10.13 AMENDMENT TO PROMISSORY NOTE This Amendment (this “Amendment”) to that certain Promissory Note, dated as of March 29, 2022 (the “Note”), by and among Anzu Special Acquisition Corp I, a Delaware corporation (the “Company”), and Anzu SPAC GP I LLC, the Company’s sponsor (the “Sponsor”), is made and entered into effective as of March 21, 2023 by the Company and the Sponsor. WHEREAS, the |
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| March 2, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANZU SPECIAL ACQUISITION CORP I Pursuant to Section 242 of the Delaware General Corporation Law ANZU SPECIAL ACQUISITION CORP I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Anzu Special Acquisition |
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| March 2, 2023 |
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): February 28, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| February 24, 2023 |
DEFA14A 1 tm237490d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 24, 2023 |
Exhibit 10.1 EXTENSION SUPPORT AGREEMENT This EXTENSION SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2023 is made by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders (collectively, the “Holder”). WHEREAS, the Sponsor currently holds 10,500,000 shares of Class |
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| February 24, 2023 |
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): February 23, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| February 24, 2023 |
Form of Extension Support Agreement Exhibit 10.1 EXTENSION SUPPORT AGREEMENT This EXTENSION SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2023 is made by and between Anzu Special Acquisition Corp I, a Delaware corporation (“Anzu”), Anzu SPAC GP I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders (collectively, the “Holder”). WHEREAS, the Sponsor currently holds 10,500,000 shares |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 22, 2023 |
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): February 22, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| February 22, 2023 |
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): February 22, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| February 22, 2023 |
ENVOY MEDICAL | 1 Investor Presentation Hear for Life Exhibit 99.1 ENVOY MEDICAL | 1 Investor Presentation Hear for Life ENVOY MEDICAL | 2 This presentation (this “Presentation”) is provided for information purposes only and has been prepared to assist interested par ties in making their own evaluation with respect to a potential business combination between Anzu Special Acquisition Corp I (" Anzu ") and Envoy Medical Corporation (“Envoy Medical” or |
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| February 22, 2023 |
ENVOY MEDICAL | 1 Investor Presentation Hear for Life Exhibit 99.1 ENVOY MEDICAL | 1 Investor Presentation Hear for Life ENVOY MEDICAL | 2 This presentation (this “Presentation”) is provided for information purposes only and has been prepared to assist interested par ties in making their own evaluation with respect to a potential business combination between Anzu Special Acquisition Corp I (" Anzu ") and Envoy Medical Corporation (“Envoy Medical” or |
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| February 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 21, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 21, 2023 |
Exhibit 99.1 Anzu Special Acquisition Corp I Announces Adjournment of Special Meeting of Stockholders and Entry into Excise Tax Insurance Agreement Tampa, Florida — February 21, 2023 — Anzu Special Acquisition Corp I (the “Company”) (NASDAQ: “ANZU,” “ANZUU” and “ANZUWS”), announced today that it reconvened and then adjourned, without conducting any other business, the Company’s previously adjourne |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| February 14, 2023 |
ANZU / Anzu Special Acquisition Corp I Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 anzu20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Anzu Special Acquisition Corporation I (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 03737A101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 13, 2023 |
ANZU / Anzu Special Acquisition Corp I Class A / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2023 |
Anzu Special Acquisition Corp I Announces Adjournment of Special Meeting of Stockholders Exhibit 99.1 Anzu Special Acquisition Corp I Announces Adjournment of Special Meeting of Stockholders Tampa, Florida — February 9, 2023 — Anzu Special Acquisition Corp I (the “Company”) (NASDAQ: “ANZU,” “ANZUU” and “ANZUWS”), announced today that it convened and then adjourned, without conducting any other business, the Company’s special meeting of stockholders (the “Special Meeting”) held on Febr |
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| February 9, 2023 |
DEFA14A 1 tm236089d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| February 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 9, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission F |
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| February 6, 2023 |
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): February 6, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission F |
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| February 6, 2023 |
425 1 tm235432d2425.htm 425 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): February 6, 2023 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat |
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| February 6, 2023 |
ENVOY MEDICAL | 1 Investor Presentation Hear for Life Exhibit 99.1 ENVOY MEDICAL | 1 Investor Presentation Hear for Life ENVOY MEDICAL | 2 This presentation (this “Presentation”) is provided for information purposes only and has been prepared to assist interested par ties in making their own evaluation with respect to a potential business combination between Anzu Special Acquisition Corp I (" Anzu ") and Envoy Medical Corporation (“Envoy Medical” or |
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| February 6, 2023 |
ENVOY MEDICAL | 1 Investor Presentation Hear for Life Exhibit 99.1 ENVOY MEDICAL | 1 Investor Presentation Hear for Life ENVOY MEDICAL | 2 This presentation (this “Presentation”) is provided for information purposes only and has been prepared to assist interested par ties in making their own evaluation with respect to a potential business combination between Anzu Special Acquisition Corp I (" Anzu ") and Envoy Medical Corporation (“Envoy Medical” or |
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| February 6, 2023 |
( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Sta |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| January 20, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| January 18, 2023 |
2100 L STREET, NW SUITE 900 MORRISON & FOERSTER LLP WASHINGTON, D.C. 20037 AUSTIN , BEIJING , BERLIN , BOSTON , BRUSSELS , DENVER , HONG KONG , LONDON , LOS ANGELES , NEW YORK , PALO ALTO , SAN DIEGO , SAN FRANCISCO , SHANGHAI , SINGAPORE , TOKYO , WASHINGTON , D .C . TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763 WWW.MOFO.COM January 18, 2023 BY EDGAR Mr. Joseph Ambrogi Mr. Jeffrey Gabor Divisio |
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| December 29, 2022 |
PRE 14A 1 tm2233514-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-401 |
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| October 4, 2022 |
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): October 1, 2022 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission Fi |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number - 001-40133 An |
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| August 4, 2022 |
Resignation Letter of William Wulfsohn dated July 31, 2022 Exhibit 17.2 July 31, 2022 Via email Mr. Whitney Haring-Smith CEO Anzu Special Acquisition Corp I [email protected] Peter Ganz General Counsel Anzu Special Acquisition Corp 1 [email protected] Whitney and Peter, I am resigning effective immediately as Chairman of the Board and as a director of Anzu Special Acquisition Corp I (the “Company”). As you will appreciate, I am not waiving any of my rights w |
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| August 4, 2022 |
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, 2022 Anzu Special Acquisition Corp I (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40133 (Commission File |
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| August 4, 2022 |
Resignation Letter of Teresa A. Harris dated July 29, 2022 Exhibit 17.1 July 29, 2022 Via email Mr. William Wulfsohn Chairman Anzu Special Acquisition Corp I [email protected] Mr. Whitney Haring-Smith CEO Anzu Special Acquisition Corp I [email protected] Peter Ganz General Counsel Anzu Special Acquisition Corp 1 [email protected] Bill, Whitney and Peter, I am resigning as a director of Anzu Special Acquisition Corp I effective immediately today. Regards, Tra |
