Envoy Medical Announces $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Envoy Medical (NASDAQ: COCH), a hearing health company, has announced a $2.5 million registered direct offering priced at-the-market under Nasdaq rules. The company will issue 1,908,402 shares of Class A common stock at $1.31 per share.

Additionally, in a concurrent private placement, Envoy will issue unregistered warrants to purchase up to 5,725,206 shares at an exercise price of $1.31 per share. If these warrants are fully exercised, the company could receive additional gross proceeds of approximately $7.5 million. H.C. Wainwright & Co. is serving as the exclusive placement agent, with the offering expected to close around September 23, 2025.

Positive

• None.

Negative

• Significant dilution with issuance of 1.9 million new shares
• Additional potential dilution of 5.7 million shares from warrants
• Offering price of $1.31 indicates relatively low market valuation

Insights

Financial Analyst

Envoy Medical secures critical $2.5M funding with potential for $7.5M more through warrants, addressing immediate capital needs.

Envoy Medical's $2.5 million registered direct offering represents a crucial capital injection for the hearing health company at a challenging juncture. Priced at $1.31 per share—at-the-market under Nasdaq rules—this suggests the company is raising funds at current market valuations without a discount, which is relatively positive given potential liquidity concerns.

The concurrent private placement of unregistered warrants to purchase up to 5,725,206 shares at the same $1.31 exercise price could bring an additional $7.5 million if fully exercised. However, the conditional nature of these warrants is noteworthy—they require stockholder approval and have a limited 24-month exercise window after approval. The company explicitly acknowledges uncertainty about whether these warrants will ever be exercised, indicating significant financing risk.

This capital raise appears to be primarily for survival rather than growth, with proceeds designated for "working capital and other general corporate purposes." The relatively small size of the offering ($2.5 million) suggests this may be bridge financing to extend the company's runway while pursuing more substantial funding or strategic alternatives.

The exclusive placement through H.C. Wainwright & Co. rather than a broader syndicated offering indicates limited institutional interest. Additionally, the number of shares being issued (1,908,402) represents significant dilution relative to the funding amount, suggesting a low market capitalization company seeking essential liquidity to sustain operations.

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.

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the satisfaction of customary closing conditions with respect to the registered direct offering and concurrent private placement, the use of proceeds from the registered direct offering and concurrent private placement, the receipt of Stockholder Approval, the exercise of the unregistered warrants and the receipt of proceeds therefrom, and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward Looking Statements" in the Annual Report on Form 10-K filed by Envoy Medical on March 31, 2025, and in other reports Envoy Medical files with the SEC. If any of these risks materialize or Envoy Medical's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Envoy Medical's good faith beliefs, they are not guarantees of future performance. Envoy Medical disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Envoy Medical.

Investor Contact:
Phil Carlson
KCSA Strategic Communications
O: 212.896.1233
E: Envoy@kcsa.com

Media Contact:
Anne Donohoe
KCSA Strategic Communications
O: 732-620-0033
E: Envoy@kcsa.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267345

FAQ

What is the size and price of Envoy Medical's (COCH) September 2025 offering?

Envoy Medical is offering 1,908,402 shares of Class A common stock at $1.31 per share, totaling approximately $2.5 million in gross proceeds.

What are the terms of COCH's warrant offering in September 2025?

The company is issuing unregistered warrants to purchase up to 5,725,206 shares at $1.31 per share, exercisable after stockholder approval and expiring 24 months thereafter.

How will Envoy Medical use the proceeds from the $2.5M offering?

Envoy Medical plans to use the net proceeds for working capital and other general corporate purposes.

Who is the placement agent for Envoy Medical's September 2025 offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

When will COCH's September 2025 offering close?

The offering is expected to close on or about September 23, 2025, subject to customary closing conditions.