Form 8-K - Current report

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 File Number)		(IRS Employer Identification No.)

4875 White Bear Parkway White Bear Lake, MN		55110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 900-3277

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	COCH	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	COCHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 14, 2024, Envoy Medical, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting:

The Company’s stockholders (the “Stockholders”) elected two Class I director nominees to the Company’s Board of Directors to hold office until the earlier of the 2027 annual meeting of stockholders, the election of such director’s successor, or such director’s death, resignation or removal;

Stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

Stockholders approved, on a non-binding and advisory basis, the compensation of the Company’s named executive officers; and

Stockholders recommended, on a non-binding and advisory basis, a one-year frequency of votes on named executive officer compensation.

The voting results for each such matter were as follows:

Election of directors:

Nominee:	For:	Withheld:	Broker Non-Votes:
Michael Crowe	11,146,464	20,254	2,030,681
Mona Patel	11,047,146	119,572	2,030,681

Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

For:		Against:		Abstain:
13,173,556		12,662		11,181

Approval, on a non-binding and advisory basis, of the Company’s named executive officer compensation:

For:		Against:		Abstain:		Broker Non-Votes:
11,117,644		29,673		19,401		2,030,681

Recommendation, on a non-binding and advisory basis, of a one-year frequency of votes on named executive officer compensation.

1 year		2 years		3 years		Abstain		Broker Non-Votes:
11,135,620		11,789		3,139		16,170		2,030,681

In light of stockholder approval at the Annual Meeting to hold an advisory vote on the compensation of the Company’s named executive officers every year, the Company’s Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year, until the next advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers or until the Board of Directors otherwise determines that a different frequency for such advisory vote would be in the best interests of the Company’s stockholders.

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.

November 20, 2024	By:	/s/ David R. Wells
		David R. Wells
		Chief Financial Officer

Cover	Nov. 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2024
Entity File Number	001-40133
Entity Registrant Name	ENVOY MEDICAL, INC.
Entity Central Index Key	0001840877
Entity Tax Identification Number	86-1369123
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4875 White Bear Parkway
Entity Address, City or Town	White Bear Lake
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55110
City Area Code	877
Local Phone Number	900-3277
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	COCH
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	COCHW
Security Exchange Name	NASDAQ

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