Envoy Medical, Inc. 8-K

What Happened
Envoy Medical, Inc. (COCH) announced on December 18, 2025 that it entered into Amendment No. 4 to the Common Stock Purchase Warrant, extending the expiration date of 1,125,499 outstanding “Shortfall Warrants” from December 31, 2025 to December 31, 2026. The warrants were originally issued under the April 17, 2023 Equity Prepaid Forward Transaction with Meteora-related parties.

Key Details

• 1,125,499 Shortfall Warrants remain outstanding and were extended to expire on December 31, 2026.
• Exercise price is set by a weekly volume-weighted average price (VWAP) formula, with a minimum of $1.50 per share.
• Shares issuable on exercise of the warrants (and resale of the warrants) are registered under the Company’s Form S-3 (File No. 333-276590), declared effective August 12, 2025.
• The Amendment to the warrant agreement was executed by the Company and the Meteora FPA parties on December 18, 2025.

Why It Matters
This amendment extends the window during which the warrant holders can convert the warrants into Class A common stock through the end of 2026, preserving the holders’ conversion rights and postponing any potential issuance of shares until at least that date. Because the shares issuable upon exercise are registered, any exercised shares would be cleared for resale under the effective S-3 registration, which is relevant to stock liquidity and potential dilution if and when exercises occur.