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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): October 10, 2023
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
(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
Symbols |
|
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 8.01. Other Information.
On
October 10, 2023, Envoy Medical, Inc. (the “Company”) issued a press release announcing the settlement of an outstanding
lawsuit filed by certain former shareholders of Envoy Medical Corporation, which is now a wholly-owned subsidiary of the Company. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURE
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.
Dated:
October 10, 2023
Envoy
Medical, Inc. |
|
|
|
By: |
/s/
Brent Lucas |
|
|
Brent
Lucas | |
|
Chief Executive Officer |
|
Exhibit 99.1
Envoy Medical
Announces Settlement Contract
Outstanding Shareholder Claims
Resolved
WHITE BEAR LAKE, Minnesota – October
10, 2023 – Envoy Medical®, Inc. (NASDAQ: COCH), a hearing health company, today announced the settlement of
an outstanding lawsuit filed by certain former shareholders of Envoy Medical Corporation (“EMC”), which is now a wholly-owned
subsidiary of Envoy Medical, Inc.
In January 2020, EMC and the members of the EMC board of directors
were sued by certain EMC shareholders in the District Court of Ramsey County, Minnesota. The lawsuit challenged certain financing transactions
between EMC and Board member Glen Taylor. The members of the board of directors and Mr. Taylor defended against plaintiffs’ claims
and asserted that the terms of the challenged transactions were in the best interests of the company and its shareholders.
Shortly after filing the lawsuit, two of the plaintiffs issued a press
release that the board of directors believed contained false statements. The members of the board of directors asserted defamation counterclaims
against those two plaintiffs.
The claims and counterclaims were resolved pursuant to a confidential
settlement agreed to in August 2023. In connection with the settlement, the plaintiffs sold their EMC stock to an affiliate of Mr. Taylor.
About Envoy Medical, Inc.
Envoy Medical, Inc. (NASDAQ: COCH), headquartered in White Bear Lake,
Minnesota, is a hearing health company focused on providing innovative medical technologies across the hearing loss spectrum. Envoy Medical’s
technologies are designed to shift the paradigm within the hearing industry and bring both providers and patients the hearing devices
they desire.
Envoy Medical is dedicated to pushing hearing technology beyond the
status quo to provide patients with improved access, usability, independence and ultimately quality of life.
About the Fully Implanted Acclaim® Cochlear Implant
Envoy Medical believes the fully implanted Acclaim®
Cochlear Implant is a first-of-its-kind 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 is designed to address severe to profound sensorineural
hearing loss that is not adequately addressed by hearing aids. The Acclaim will only 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. Envoy Medical believes that the Acclaim was the first hearing-focused device
to receive Breakthrough Device Designation and may still be the only hearing focused medical technology to receive the designation.
CAUTION The fully implanted Acclaim Cochlear Implant is an investigational
device. Limited by United States law to investigational use.
Important safety information for the Esteem can be found at: https://www.envoymedical.com/safety-information.
Forward-Looking Statements
This press release includes “forward-looking statements”
regarding Envoy Medical. 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 forward-looking statements include Envoy Medical’s statements regarding the design of its Acclaim Cochlear Implant device candidate
and its potential to address severe to profound sensorineural hearing loss. 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 actual results to differ significantly from those expressed in any forward-looking statement.
These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, Envoy Medical’s
ability to successfully develop and obtain FDA approval of the Acclaim; any downturn or volatility in economic conditions; changes in
the competitive environment affecting Envoy Medical or its customers, including Envoy’s inability to introduce new products or technologies;
the impact of pricing pressure and erosion; supply chain risks; risks to Envoy Medical’s ability to protect its intellectual property
and avoid infringement by others, or claims of infringement against Envoy Medical; the possibility that Envoy Medical may be adversely
affected by other economic, business and/or competitive factors; Envoy Medical’s estimates of its financial performance; and other
risks and uncertainties set forth in the section entitled “Risk Factors” in Envoy Medical’s registration statement on
Form S-4 filed with the U.S. Securities and Exchange Commission (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:
Matt Kreps
Darrow Associates Investor Relations
(214) 597-8200
mkreps@darrowir.com
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Envoy Medical (NASDAQ:COCH)
過去 株価チャート
から 8 2024 まで 9 2024
Envoy Medical (NASDAQ:COCH)
過去 株価チャート
から 9 2023 まで 9 2024