Form 8-K

8-K — Envoy Medical, Inc.

Accession: 0001213900-26-073659

Filed: 2026-06-30

Period: 2026-06-24

CIK: 0001840877

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0296524-8k_envoy.htm (Primary)

EX-99.1 — PRESS RELEASED ISSUED BY THE COMPANY ON JUNE 24, 2026 (ea029652401ex99-1.htm)

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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, 2026

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-40133

86-1369123

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4875 White Bear Parkway

White Bear Lake, MN

55110

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (877) 900-3277

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

COCH

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

COCHW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement

On June 24, 2026, Envoy Medical, Inc. (the “Company”) terminated

its At The Market Offering Agreement, dated January 17, 2025 (the “ATM Agreement”).

The ATM Agreement was filed as Exhibit 10.1 to the Company’s

Current Report on Form 8-K dated January 17, 2025.

A copy of a press release issued by the Company on June 24, 2026 regarding

termination of the ATM Agreement is attached hereto as Exhibit 99.1. The information set forth Exhibit 99.1 is being furnished and shall

not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be deemed incorporated by reference

into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific

reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Released Issued by the Company on June 24, 2026.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENVOY MEDICAL, INC.

June 30, 2026

By:

/s/ Brent T. Lucas

Brent T. Lucas

Chief Executive Officer

EX-99.1 — PRESS RELEASED ISSUED BY THE COMPANY ON JUNE 24, 2026

EX-99.1

Filename: ea029652401ex99-1.htm · Sequence: 2

Exhibit 99.1

Envoy Medical Terminates At-the-Market (ATM)

Equity Facility

Termination Reflects Company’s Confidence

in Current Capital Position

White Bear Lake, Minnesota, June 24, 2026 — Envoy Medical®,

Inc. (NASDAQ: COCH) (“Envoy Medical”), a hearing health company pioneering fully implanted hearing solutions, today announced

that it has formally terminated its at-the-market equity facility (the “ATM Facility”).

The ATM Facility, under which the Company was previously authorized

to offer and sell up to $15 million worth of shares of its common stock from time to time, has been terminated effective June 24, 2026.

To be added to the Envoy Medical email distribution list, please email Envoy@kcsa.com with

COCH in the subject line.

About Envoy Medical, Inc.

Envoy Medical (NASDAQ: COCH) is a hearing health company focused on

providing innovative technologies across the hearing loss spectrum. Envoy Medical has pioneered one-of-a-kind, fully implanted devices

for hearing loss, including its fully implanted Esteem® active middle ear implant, commercially available in the U.S.

since 2010, and the fully implanted Acclaim® cochlear implant, an investigational device. Envoy Medical is dedicated to

pushing hearing technology beyond the status quo to improve access, usability, compliance, and ultimately quality of life.

About the Fully Implanted Acclaim® Cochlear Implant

We believe the fully implanted Acclaim Cochlear Implant (“Acclaim

CI”) is a first-of-its-kind hearing device. Envoy Medical’s fully implanted technology includes a sensor designed to leverage

the natural anatomy of the ear instead of a microphone to capture sound.

The Acclaim CI is designed to address severe to profound sensorineural

hearing loss that is not adequately addressed by hearing aids. The Acclaim CI is expected to be indicated for adults who have been deemed

adequate candidates by a qualified physician.

The Acclaim Cochlear Implant received the Breakthrough Device Designation

from the U.S. Food and Drug Administration (FDA) in 2019.

CAUTION The fully implanted Acclaim Cochlear Implant is an investigational

device. Limited by Federal (or United States) law to investigational use.

About the Esteem® Fully Implanted Active Middle

Ear Implant (FI-AMEI)

The Esteem fully implanted active middle ear implant (FI-AMEI) is the

only FDA-approved, fully implanted* hearing device for adults diagnosed with moderate to severe sensorineural hearing loss allowing for

24/7 hearing capability using the ear’s natural anatomy. The Esteem FI-AMEI hearing implant is invisible and requires no externally

worn components and nothing is placed in the ear canal for it to function. Unlike hearing aids, you never put it on or take it off. You

can’t lose it. You don’t clean it. The Esteem FI-AMEI hearing implant offers true 24/7 hearing.

*Once activated, the external Esteem FI-AMEI Personal Programmer is

not required for daily use.

Important safety information for the Esteem FI-AMEI can be found at:

https://www.envoymedical.com/safety-information.

Additional Information and Where to Find It

Copies of the documents filed by Envoy Medical with the SEC may be

obtained free of charge at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release includes “forward-looking statements”

within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

Forward-Looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”

“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”

“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not

statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements

may include, but are not limited to, statements regarding the expectations of Envoy Medical concerning the outlook for its business, productivity,

plans and goals for future operations; the ability to obtain additional patents and develop future products or product improvements; the

ability to maintain compliance with Nasdaq rules and requirements; the timing and future outcome of its FDA pivotal trial; the ability

to raise capital and the amount of capital required to complete the FDA pivotal trial and early commercialization; the Acclaim CI being

the first to market fully implanted cochlear implant; the timing and results of activations, enrollments, follow-up visits, data, and

clinical trials of the Acclaim CI; and the participation or any changes or delays in participation of any subjects, institutions, or healthcare

professionals in such trials; the safety, performance, and market acceptance of the Acclaim CI; the timing and results of the Acclaim

CI’s PMA submission to the FDA; the size of Envoy Medical’s addressable market, operational performance, future market conditions

or economic performance and developments in the capital and credit markets; and any information concerning possible or assumed future

operations of Envoy Medical. The forward-looking statements contained in this press release reflect Envoy Medical’s current views

about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that

may cause its actual results to differ significantly from those expressed in any forward-looking statement. Envoy Medical does not guarantee

that the events described will happen as described (or that they will happen at all). These forward-looking statements are subject to

a number of risks and uncertainties, including, but not limited to changes in the market price of shares of Envoy Medical’s Class

A Common Stock; changes in or removal of Envoy Medical’s shares inclusion in any index; Envoy Medical’s success in retaining

or recruiting, or changes required in, its officers, key employees or directors; unpredictability in the medical device industry, the

regulatory process to approve medical devices, and the clinical development process of Envoy Medical products; the ability to engage competition

in the medical device industry, and the failure to introduce new products and services in a timely manner or at competitive prices to

compete successfully against competitors; disruptions in relationships with Envoy Medical’s suppliers, or disruptions in Envoy Medical’s

own production capabilities for some of the key components and materials of its products; changes in the need for capital and the availability

of financing and capital to fund these needs; changes in interest rates or rates of inflation; legal, regulatory and other proceedings

could be costly and time-consuming to defend; changes in applicable laws or regulations, or the application thereof on Envoy Medical;

a loss of any of Envoy Medical’s key intellectual property rights or failure to adequately protect intellectual property rights;

the effects of catastrophic events, including war, terrorism and other international conflicts; and other risks and uncertainties set

forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the

Annual Report on Form 10-K filed by Envoy Medical on March 23, 2026, and in other reports Envoy Medical files, with the SEC. If any of

these risks materialize or Envoy Medical’s assumptions prove incorrect, actual results could differ materially from the results

implied by these forward-looking statements. While forward-looking statements reflect Envoy Medical’s good faith beliefs, they are

not guarantees of future performance. Envoy Medical disclaims any obligation to publicly update or revise any forward-looking statement

to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date

of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which

are based only on information currently available to Envoy Medical.

Investor Contact

Phil Carlson

KCSA Strategic Communications

O: 212.896.1233

E: Envoy@kcsa.com

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