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 supplements
the prospectus dated May 2, 2024 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (Registration
No. 333-276590). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in
the Prospectus.
The Prospectus relates to the issuance by us of
up to an aggregate of 21,954,103 shares of our Class A Common Stock, consisting of (i) up to 14,166,666 shares of Class A Common Stock
that are issuable upon the exercise of 14,166,666 Public Warrants originally issued by our predecessor company, Anzu, as part of its IPO
of units at a price of $10.00 per unit, with each unit consisting of one share of Anzu Class A Common Stock and one-third of one Public
Warrant; (ii) up to 3,874,394 shares of Class A Common Stock that are issuable upon the exercise of 3,874,394 Shortfall Warrants issued
to the Meteora FPA Parties for no additional consideration pursuant to the Forward Purchase Agreement; up to 2,173,913 shares of Class
A Common Stock issuable upon conversion of 2,500,000 shares of our Series A Convertible Preferred Stock, issued to the Sponsor concurrently
with the Closing in a private exchange offer for 2,500,000 shares of Anzu’s Class B Common Stock, originally issued in connection
with the IPO at a price of $0.002 per share; (iv) up to 869,565 shares of Class A Common Stock issuable upon conversion of an aggregate
of 1,000,000 shares of Series A Preferred Stock, which were issued to the PIPE Investors, each an affiliate of the Sponsor, in connection
with the Closing at a price of $10.00 per share and have a conversion price of $11.50 per share; and (v) up to 869,565 shares of
Class A Common Stock issuable upon conversion of 1,000,000 shares of Series A Preferred Stock, which were issued to GAT in connection
with the Closing in exchange for the Legacy Envoy Bridge Note at a price of $10.00 per share and have a conversion price of $11.50 per
share. We will receive the proceeds from any exercise of any Warrants, assuming the exercise in full of all of the Warrants for cash,
but not from the sale of the shares of Class A Common Stock issuable upon such exercise.
The Prospectus and prospectus supplement also
relate to the offer and sale from time to time by the Selling Securityholders named in the Prospectus of up to 3,874,394 Shortfall Warrants
and up to 21,206,360 shares of Class A Common Stock, consisting of (i) up to 3,874,394 shares of Class A Common Stock that are issuable
upon the exercise of 3,874,394 Shortfall Warrants issued to the Meteora FPA Parties for no additional consideration pursuant to the Forward
Purchase Agreement; (ii) up to 2,173,913 shares of Class A Common Stock issuable upon conversion of 2,500,000 shares of Series A Preferred
Stock, which were issued to the Sponsor concurrently with the Closing in a private exchange offer for 2,500,000 shares of Anzu Class B
Common Stock originally issued in connection with the IPO at a price of $0.002 per share and have a conversion price of $11.50 per share;
(iii) up to 869,565 shares of Class A Common Stock issuable upon conversion of an aggregate of 1,000,000 shares of Series A Preferred
Stock, which were issued to the PIPE Investors in connection with the Closing at a price of $10.00 per share and have a conversion price
of $11.50 per share; (iv) up to 869,565 shares of Class A Common Stock issuable upon conversion of 1,000,000 shares of Series A Preferred
Stock, which were issued to GAT in connection with the Closing in exchange for the Legacy Envoy Bridge Note at a price of $10.00 per share
and have a conversion price of $11.50 per share; (v) 2,000,000 shares of Class A Common Stock (1,000,000 of which remain unvested and
subject to forfeiture and will vest upon the approval from the United States Food and Drug Administration of the Acclaim CI or upon a
change of control of the Company) issued to the Sponsor concurrently with the Closing upon conversion of 2,000,000 shares of Anzu Class
B Common Stock originally issued in connection with the IPO at a price of $0.002 per share; (vi) an aggregate of 125,000 shares of Class
A Common Stock issued to Anzu’s former directors concurrently with the Closing upon conversion of 125,000 shares of Anzu Class B
Common Stock originally issued in connection with the IPO at a price of $0.002 per share; (vii) an aggregate of 490,000 shares of Class
A Common Stock issued to the Sponsor concurrently with the Closing upon conversion of 490,000 shares of Anzu Class B Common Stock and
subsequently transferred by the Sponsor to certain third parties for no additional consideration pursuant to (a) side letter agreements,
dated December 6, 2021, by and between the Sponsor and certain institutional investors and (b) extension support agreements, by and among
Anzu, the Sponsor and several unaffiliated third parties; (viii) an aggregate of 8,512 shares of Class A Common Stock issued to the Meteora
FPA Parties concurrently with the Closing for no additional consideration pursuant to the Forward Purchase Agreement; and (ix) an aggregate
of 10,795,411 shares of Class A Common Stock issued to the Key Seller Stockholders concurrently with the Closing, and as consideration
in the Business Combination, upon the conversion of an aggregate of 169,731,160 shares of Legacy Envoy Common Stock held by the Key Seller
Stockholders into shares of Class A Common Stock. We will not receive any proceeds from the sale of Shortfall Warrants or Class A Common
Stock by the Selling Securityholders pursuant to the Prospectus.
We registered the securities for resale pursuant
to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration
of the securities covered by the Prospectus does not mean that the Selling Securityholders will offer or sell any of their Shortfall Warrants
or Class A Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their Shortfall Warrants and Class A
Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds
from the sale of Shortfall Warrants or Class A Common Stock by the Selling Securityholders pursuant to the Prospectus. We provide more
information about how the Selling Securityholders may sell their Shortfall Warrants and Class A Common Stock in the section entitled “Plan
of Distribution.”
This prospectus supplement incorporates into the
Prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission
on December 23, 2024.
You should read this prospectus supplement in
conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference
to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including
any supplements and amendments thereto.
Our Class A Common Stock and Public Warrants are
listed on The Nasdaq Capital Market under the symbols “COCH” and “COCHW,” respectively. On December 20, 2024,
the closing price of our Class A Common Stock was $1.65 and the closing price for our Public Warrants was $0.05.
See the section entitled “Risk
Factors” beginning on page 10 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement of the
Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 23,
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 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 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 1.01: Entry Into a Material Definitive Agreement
As previously disclosed, on April 17, 2023, Envoy Medical, Inc. (formerly
known as Anzu Special Acquisition Corp I) (the “Company”) and Envoy Medical Corporation (“Legacy Envoy”)
entered into an agreement (as amended to date, the “Forward Purchase Agreement”) with Meteora Special Opportunity Fund
I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master,
LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC” and, collectively with MSOF, MCP and MSTO,
the “Meteora FPA Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase
Agreement, among other things, the Company issued 3,874,394 warrants (the “Shortfall Warrants”) to purchase up to 3,874,394
shares (the “Shortfall Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the
“Common Stock”) at an exercise price of $10.46 per share. On November 27, 2023, the Company and the Meteora FPA Parties
entered into a Common Stock Purchase Warrant (the “Common Stock Purchase Warrant”), pursuant to which the Company issued
to the Meteora FPA Parties Shortfall Warrants to purchase up to 3,874,394 shares of Common Stock.
Also as previously reported, on June 24, 2024, the Company and the
Meteora FPA Parties entered into Amendment No. 1 to the Common Stock Purchase Warrant (the “First Shortfall Warrant Amendment”).
The First Shortfall Warrant Amendment provided for the extension of the expiration date of the Shortfall Warrants by six months, from
June 30, 2024 to December 31, 2024.
On December 19, 2024, the Company and the Meteora FPA Parties
entered into Amendment No. 2 to the Common Stock Purchase Warrant (the “Second Shortfall Warrant Amendment”). The Second
Shortfall Warrant Amendment provided for the further extension of the expiration date of the Shortfall Warrants by 12 months, from December
31, 2024 to December 31, 2025.
The issuance and resale of the Shortfall Warrant Shares and the resale
of the Shortfall Warrants have been registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-276590),
which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.
The foregoing description of the Shortfall Warrant Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Second Shortfall Warrant Amendment, which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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. |
| |
|
|
| December 23, 2024 |
By: |
/s/ David R. Wells |
| |
|
David R. Wells |
| |
|
Chief Financial Officer |
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 Capital, LLC (collectively, the “Holder”). Capitalized terms
used herein and not otherwise defined are defined in the Original Warrant (as defined below).
WHEREAS, the Holder is the
holder of a Common Stock Purchase Warrant, issued as of November 27, 2023, to purchase up to 3,874,394 shares of Common Stock (as
amended by the Amendment No. 1 to Common Stock Purchase Warrant, dated as of June 24, 2024, the “Original Warrant”);
WHEREAS, the Original Warrant
was issued pursuant to the terms of that certain Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of April 17, 2023,
by and among the Company, the Holder, and the Company’s wholly-owned subsidiary Envoy Medical Corporation (as amended by the letter
agreements, dated as of May 25, 2023 and September 28, 2023, and as further amended by the Forward Purchase Agreement Confirmation Amendment,
dated as of July 29, 2024, the “Forward Purchase Agreement”);
WHEREAS, pursuant to Section
5(m) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent
of the Company and the Holder; and
WHEREAS, the Company and the
Holder desire to amend the Original Warrant as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
1. Amendment to Termination Date. The Original Warrant is
hereby amended by deleting the reference to “June 30, 2024” in the definition of “Termination Date”
in the initial paragraph thereof and inserting a reference to “December 31, 2025” in its place.
2. No
Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and
effect.
3. Acknowledgements
and Other Agreements. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in the Forward
Purchase Agreement, no amendment to the Forward Purchase Agreement is necessary to effect the terms of this Amendment, and the Termination
Date as set forth in this Amendment shall supersede the expiration date of the Shortfall Warrants as provided in the Forward Purchase
Agreement. The parties hereto further agree that the adjustment to the exercise price set forth in the Original Warrant provided for by
the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, shall remain in effect without change as a result
of this Amendment.
4. Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance
with the provisions of the Forward Purchase Agreement.
5. Counterparts.
This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will
constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission
method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this
Amendment.
(Signature page follows)
IN WITNESS WHEREOF, each of
the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above
indicated.
| |
ENVOY MEDICAL, INC. |
| |
|
|
| |
By: |
/s/ Brent Lucas |
| |
Name: |
Brent Lucas |
| |
Title: |
Chief Executive Officer |
| |
METEORA SPECIAL OPPORTUNITY FUND I, LP |
| |
METEORA CAPITAL PARTNERS, LP |
| |
METEORA SELECT TRADING OPPORTUNITIES MASTER, LP |
| |
METEORA STRATEGIC CAPITAL, LLC |
| |
|
| |
By: |
/s/ Vikas Mittal |
| |
Name: |
Vikas Mittal |
| |
Title: |
CIO/Managing Member |
Acknowledged and Agreed,
| |
ENVOY MEDICAL CORPORATION |
| |
|
| |
By: |
/s/ Brent Lucas |
| |
Name: |
Brent Lucas |
| |
Title: |
Chief Executive Officer |
[Signature Page to Amendment
No. 2 to Common Stock Purchase Warrant]
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