White Bear Lake, Minnesota--(Newsfile Corp. - September 22, 2025) - Envoy Medical® Inc. (NASDAQ: COCH) ("Envoy Medical"), a hearing health company focused on developing innovative, fully implanted hearing solutions, today announced it has entered into a definitive agreement for the issuance and sale of an aggregate of 1,908,402 shares of its Class A common stock at a purchase price of $1.31 per share of Class A common stock, in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, Envoy Medical will issue and sell unregistered warrants to purchase up to 5,725,206 shares of Class A common stock. The unregistered warrants have an exercise price of $1.31 per share of Class A common stock, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Class A common stock upon exercise of the unregistered warrants (the "Stockholder Approval") and will expire twenty-four months following the date of the Stockholder Approval.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The offering is expected to close on or about September 23, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to Envoy Medical from the offering are expected to be approximately $2.5 million, before deducting the placement agent's fees and other offering expenses payable by Envoy Medical. Envoy Medical intends to use the net proceeds from the offering for working capital and other general corporate purposes. In addition, if the holders of the unregistered warrants exercise such warrants in full in cash following the Stockholder Approval, the Company would receive additional gross proceeds of approximately $7.5 million. The Company cannot predict when or if the unregistered warrants will be exercised for cash or exercised at all. It is possible that the unregistered warrants may expire and may never be exercised.
The Class A common stock offered in the registered direct offering (but not the unregistered warrants issued in the concurrent private placement or the shares issuable upon exercise of such unregistered warrants) is being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282474) previously filed and declared effective by the Securities and Exchange Commission ("SEC") on October 21, 2024. The offering of the shares of Class A common stock in the registered direct offering is being made only by means of a prospectus supplement that forms a part of the registration statement. The final prospectus supplement relating to the securities offered in the registered direct offering will be filed by Envoy Medical with the SEC. When available, copies of the final prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com, or at the SEC's website at www.sec.gov.
The unregistered warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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.
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