Envoy Medical, Inc. 8-K

What Happened
Envoy Medical, Inc. announced the closing (Feb 12, 2026) of a best‑efforts registered public offering that generated approximately $30.0 million in gross proceeds before fees. The offering included 47,946,150 shares of Class A common stock, 27,053,850 pre‑funded warrants, 45,000,000 Series A‑1 warrants and 75,000,000 Series A‑2 warrants. H.C. Wainwright & Co., LLC acted as exclusive placement agent.

Key Details

• Purchase price: $0.40 per share (or $0.3999 per pre‑funded warrant) including accompanying common warrants; gross proceeds ≈ $30.0M.
• Potential additional proceeds: up to ≈ $48.0M if all warrants are fully exercised for cash (no guarantee of exercise).
• Warrant economics and timing:
  • Pre‑Funded Warrants exercisable immediately at $0.0001 per share.
  • Common Warrants (Series A‑1 and A‑2) have $0.40 exercise price and become exercisable upon stockholder approval (company must seek approval within 90 days and hold repeat meetings every 90 days if needed).
  • Series A‑1 expire at the earlier of (i) two years from initial exercise or (ii) 30 days after Milestone 1 (company files a PMA for its Acclaim CI device).
  • Series A‑2 expire at the earlier of (i) five years from initial exercise or (ii) 30 days after Milestone 2 (FDA approval of Acclaim CI).
• Investor participation and fees:
  • Certain insiders bought 2,250,000 shares ($0.9M); a holder of ~35.6% of outstanding stock purchased 18,750,000 shares for $7.5M. Insider pricing matched other investors.
  • Placement agent fee: 7% of gross proceeds; placement agent warrants to purchase up to 3,750,000 shares at $0.50 per share (125% of offering price).
• Other terms:
  • Beneficial ownership limit on warrant exercises: holders may not exceed 4.99% (or optionally 9.99%) ownership upon exercise.
  • Company agreed to customary 60‑day issuance limitations after close and limits on variable rate transactions for one year.
• Use of proceeds: working capital and general corporate purposes to fund operations during the FDA pivotal clinical study for the Acclaim CI device.

Why It Matters
This filing shows Envoy raised immediate cash (~$30M) to support its FDA pivotal study for the Acclaim CI device while creating potential future capital if warrants are exercised (up to ~$48M). The structure dilutes existing shareholders over time if warrants are exercised, and warrant exercisability depends on shareholder approval and achievement of FDA‑related milestones. Investors should note insider participation, placement agent fees, timing conditions for warrant exercise, and ownership caps that limit large single‑holder dilution.