Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276590
PROSPECTUS SUPPLEMENT NO. 9
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. 9 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 August 28, 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 August 27, 2024, the closing price of our Class A Common Stock was $2.97 and the closing price for our Public Warrants was $0.08.
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 August 28,
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):
August 27, 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
On August 27, 2024, Envoy Medical, Inc. (the
“Company”) issued a promissory note (the “Note”) in the principal amount of up to $10,000,000 to GAT
Funding, LLC (“GAT”), an entity controlled by Glen Taylor, who is a member of the Company's board of directors and
controlling stockholder of the Company. Upon meeting certain conditions, the Company may draw funds in $2,500,000 tranches under the
Note up to a total of $10,000,000. The Note has a five year term and matures on August 27, 2029. The principal amount drawn
bears interest at a rate of 8.0% per annum and is paid quarterly in arrears after the second anniversary of the Note. Interest will
accrue and not be paid for the first two years of the term, and will compound and be added to the principal balance of the Note on
the first and second anniversaries of the Note. The Company may prepay the accrued interest and principal of the Note without
penalty, with 10 days’ notice. At closing the Company drew $5,000,000 in principal from the Note.
As a commitment fee, the Company will issue GAT warrants to
purchase 250,000 shares of its Class A Common Stock for each $2,500,000 of principal funded under the Note. The warrants will have
an exercise price equal to the closing price on the date of funding of the applicable tranche and a termination date as of the third
anniversary of the initial closing for all warrants. At the initial closing of the initial funding, the Company issued GAT warrants
to purchase 500,000 shares of Class A Common Stock at an exercise price of $2.97 per share.
Item 8.01 Other Events
On August 28, 2024, the Company issued a press release regarding
its entrance into the Note.
A copy of the press release is attached hereto and incorporated by
reference herein as Exhibit 99.1.
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. |
| |
|
|
| August 28, 2024 |
By: |
/s/ David R. Wells |
| |
|
David R. Wells |
| |
|
Chief Financial Officer |
Exhibit 99.1
Envoy Medical Secures Lending Facility of $10M
Glen Taylor, Committed Investor and Believer in Envoy Medical’s
Mission to Help People with Significant Hearing Loss, Provides Significant Additional Funding as the Company Eyes Important Milestones
and Seeks to Grow Hearing Implant Market with Breakthrough Device
WHITE BEAR LAKE, Minnesota, August 28, 2024 (GLOBE NEWSWIRE) -- Envoy
Medical®, Inc. (“Envoy Medical”) (NASDAQ: “COCH”), a revolutionary hearing health company focused on fully
implanted hearing devices, today announces entry into an additional lending facility with long-time investor, majority shareholder, and
billionaire entrepreneur Glen Taylor. The financing allows the Company to draw up to $10 million, of which the Company drew $5 million
on the facility at its origination.
“We believe that Envoy Medical is on the cusp of something great
that will forever change the hearing implant landscape,” said Envoy Medical CEO Brent Lucas. “This new funding from Glen Taylor
allows us to remain focused on building and growing the business without losing momentum. Mr. Taylor’s support gives us the flexibility
and security to reach our next milestones securely and intelligently.”
The $10 million lending facility has a five-year term, is unsecured,
does not have a conversion feature, and defers interest for the first two years. Funds will be available as needed and bear interest at
8% over the term of the loan. Please see the Current Report on Form 8-K filed by Envoy Medical today for additional discussion of
terms and conditions of the investment.
The Company has previously stated that it intends to seek an Investigational
Device Exemption (IDE) to start a Pivotal Study of its fully implanted Acclaim® cochlear implant in the coming months. Should the
IDE be granted in a timely manner, first enrollments could be expected by the end of calendar year 2024 or the first part of 2025.
“We know people both inside and outside of the hearing implant
industry are excited for us to move forward with the fully implanted Acclaim® cochlear implant,” continued Lucas. “As
we progress, our hope is that we can make the decades old dream of a fully implanted cochlear implant a reality. If we are successful,
we anticipate substantial value from realizing that dream for millions of people with severe-to-profound levels of hearing loss.”
In addition to its investigational, fully implanted Acclaim® cochlear
implant, which previously received Breakthrough Designation from the FDA, Envoy Medical also has the only FDA-approved fully implanted
active middle ear implant, the Esteem® device.
Concurrently, the Company has worked closely with members of Congress
to introduce bills in both the House of Representatives and the Senate to properly re-classify fully implanted active middle ear implants.
Should these bills pass and become law, it would provide greater patient access to important hearing implant technologies and encourage
more innovation and competition within the hearing implant category.
The investigational fully implanted Acclaim® cochlear implant is
expected to have reimbursement once it becomes available, as it is a cochlear implant, and cochlear implants are classified as coverable
benefits.
About the Fully Implanted Acclaim® Cochlear Implant
We believe the fully implanted Acclaim Cochlear Implant (“Acclaim
CI”) will be a first-of-its-kind fully implanted cochlear implant. Envoy Medical’s fully implanted technology includes a sensor
designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.
The Acclaim CI is designed to address severe to profound sensorineural
hearing loss that is not adequately addressed by hearing aids. The Acclaim CI is expected to be indicated for adults who have been deemed
adequate candidates by a qualified physician.
The Acclaim Cochlear Implant received the Breakthrough Device Designation
from the U.S. Food and Drug Administration (FDA) in 2019. We believe the Acclaim CI was the first hearing-focused device to receive Breakthrough
Device Designation.
CAUTION The fully implanted Acclaim Cochlear Implant is an investigational
device. Limited by Federal (or United States) law to investigational use.
About the Esteem® Fully Implanted Active Middle Ear Implant
(FI-AMEI)
The Esteem fully implanted active middle ear implant (FI-AMEI) is the
only FDA-approved, fully implanted* hearing device for adults diagnosed with moderate to severe sensorineural hearing loss allowing for
24/7 hearing capability using the ear’s natural anatomy. The Esteem FI-AMEI hearing implant is invisible and requires no externally
worn components and nothing is placed in the ear canal for it to function. Unlike hearing aids, you never put it on or take it off. You
can’t lose it. You don’t clean it. The Esteem FI-AMEI hearing implant offers true 24/7 hearing.
*Once activated, the external Esteem FI-AMEI Personal Programmer is
not required for daily use.
Important safety information for the Esteem FI-AMEI can be found at: https://www.envoymedical.com/safety-information.
Additional Information and Where to Find It
Copies of the documents filed by Envoy Medical with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
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 expectations of Envoy Medical concerning the outlook for its business, productivity,
plans and goals for future operational improvements and capital investments, the availability and benefits of future funding, the Acclaim
CI being the first to market fully implanted cochlear implant, the performance of the Acclaim CI and availability of insurance reimbursement
of the Acclaim CI, the timing of Envoy Medical’s IDE submission, the approval of the IDE submission, and the beginning of its clinical
trial, the effect of such clinical trial on the development of Envoy Medical’s business, the impact of proposed legislation on the
hearing health market, reimbursement for the Esteem FI-AMEI device, and the Envoy Medical business, and future market conditions or economic
performance, as well as any information concerning possible or assumed future operations of Envoy Medical. The forward-looking statements
contained in this press release reflect Envoy Medical’s current views about future events and are subject to numerous known and
unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from
those expressed in any forward-looking statement. Envoy Medical does not guarantee that the transactions and events described will happen
as described (or that they will happen at all). These forward-looking statements are subject to a number of risks and uncertainties, including,
but not limited to changes in the market price of shares of Envoy Medical’s Class A Common Stock; changes in or removal of Envoy
Medical’s shares inclusion in any index; Envoy Medical’s success in retaining or recruiting, or changes required in, its officers,
key employees or directors; unpredictability in the medical device industry, the regulatory process to approve medical devices, and the
clinical development process of Envoy Medical products; competition in the medical device industry, and the failure to introduce new products
and services in a timely manner or at competitive prices to compete successfully against competitors; disruptions in relationships with
Envoy Medical’s suppliers, or disruptions in Envoy Medical’s own production capabilities for some of the key components and
materials of its products; changes in the need for capital and the availability of financing and capital to fund these needs; changes
in interest rates or rates of inflation; legal, regulatory and other proceedings could be costly and time-consuming to defend; changes
in applicable laws or regulations, or the application thereof on Envoy Medical; a loss of any of Envoy Medical’s key intellectual
property rights or failure to adequately protect intellectual property rights; the effects of catastrophic events, including war, terrorism
and other international conflicts; 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 April
1, 2024, 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:
CORE IR
516-222-2560
investorrelations@envoymedical.com
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