As filed with the U.S. Securities
and Exchange Commission on February 9, 2026
Registration No. 333-292260
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Envoy Medical, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
3842 |
|
86-1369123 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(IRS Employer
Identification Number) |
4875 White Bear Parkway
White Bear Lake, MN 55110
Tel: (877) 900-3277
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Brent T. Lucas
Chief Executive Officer
Envoy Medical, Inc.
4875 White Bear Parkway
White Bear Lake, MN 55110
Tel: (877) 900-3277
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Andrew M Nick, Esq. |
Steven M. Skolnick, Esq. |
| Fredrikson & Byron, P.A. |
Lowenstein Sandler LLP |
| 60 South Sixth Street; Suite 1500 |
1251 Avenue of the Americas |
| Minneapolis, MN 55402 |
New York, New York 10020 |
| (612) 492-7000 |
(212) 262-6700 |
Approximate date of commencement of proposed sale
to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities
Act”) check the following box: ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
EXPLANATORY NOTE
Envoy Medical, Inc. is filing this Amendment No. 2 to its Registration
Statement on Form S-1, as amended (File No. 333-292260), as an exhibits-only filing. Accordingly, this amendment consists only of the facing page,
this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed
exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 16. Exhibits.
| |
|
|
|
Incorporated by Reference |
Exhibit
Number |
|
Description |
|
Schedule/
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of the Company. |
|
8-K |
|
001-40133 |
|
3.1 |
|
October 5, 2023 |
| 3.2 |
|
Amended and Restated Bylaws of the Company. |
|
8-K |
|
001-40133 |
|
3.2 |
|
October 5, 2023 |
| 3.3 |
|
Certificate of Designation of Series A Preferred Stock of the Company. |
|
8-K |
|
001-40133 |
|
3.3 |
|
October 5, 2023 |
| 4.1 |
|
Warrant Agreement, dated March 1, 2021, between Anzu Special Acquisition Corp I and Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), as Warrant Agent. |
|
8-K |
|
001-40133 |
|
10.1 |
|
March 4, 2021 |
| 4.2 |
|
Form of Shortfall Warrant. |
|
S-1/A |
|
333-276590 |
|
4.2 |
|
February 15, 2024 |
| 4.3 |
|
Description of Securities. |
|
10-K |
|
001-40133 |
|
4.3 |
|
April 1, 2024 |
| 4.4 |
|
Form of Private Warrant. |
|
10-K |
|
001-40133 |
|
4.4 |
|
March 31, 2025 |
| 4.5 |
|
Form of September Private Placement Warrant |
|
8-K |
|
001-40133 |
|
4.1 |
|
September 23, 2025 |
| 4.6 |
|
Form of September Placement Agent Warrant |
|
8-K |
|
001-40133 |
|
4.2 |
|
September 23, 2025 |
| 4.7 |
|
Form of October Private Placement Warrant |
|
8-K |
|
001-40133 |
|
4.1 |
|
October 9, 2025 |
| 4.8 |
|
Form of October Placement Agent Warrant |
|
8-K |
|
001-40133 |
|
4.2 |
|
October 9, 2025 |
| 4.9 (**) |
|
Form of Pre-Funded Warrant to be issued in this offering |
|
S-1 |
|
333-292260 |
|
4.9 |
|
February 6, 2026 |
| 4.10 (**) |
|
Form of Series A-1 Warrant to be issued in this offering |
|
S-1 |
|
333-292260 |
|
4.10 |
|
February 6, 2026 |
| 4.11 (**) |
|
Form of Series A-2 Warrant to be issued in this offering |
|
S-1 |
|
333-292260 |
|
4.11 |
|
February 6, 2026 |
| 4.12 (**) |
|
Form of Placement Agent Warrant to be issued in this offering |
|
S-1 |
|
333-292260 |
|
4.12 |
|
February 6, 2026 |
| 5.1 (**) |
|
Opinion of Fredrikson & Byon, P.A. |
|
S-1 |
|
333-292260 |
|
5.1 |
|
February 6, 2026 |
| 10.1 |
|
Amendment to Letter Agreement, dated September 29, 2023, by and among Anzu Special Acquisition Corp I, Anzu SPAC GP I LLC and Anzu’s officers and directors. |
|
8-K |
|
001-40133 |
|
10.2 |
|
October 5, 2023 |
| 10.2 (+) |
|
Amended and Restated Registration Rights Agreement, dated September 29, 2023, by and among Anzu Special Acquisition Corp I, Anzu SPAC GP I LLC and certain stockholders. |
|
8-K |
|
001-40133 |
|
10.3 |
|
October 5, 2023 |
| 10.3 (*) |
|
Envoy Medical, Inc. Equity Incentive Plan. |
|
8-K |
|
001-40133 |
|
10.22 |
|
October 5, 2023 |
| 10.4 (*) |
|
Envoy Medical, Inc. Employee Stock Purchase Plan. |
|
8-K |
|
001-40133 |
|
10.23 |
|
October 5, 2023 |
| 10.5 (*) |
|
Form of Envoy Medical, Inc. Indemnification Agreement. |
|
8-K |
|
001-40133 |
|
10.21 |
|
October 5, 2023 |
| 10.6 |
|
Forward Purchase Agreement, dated as of April 17, 2023. |
|
8-K |
|
001-40133 |
|
10.4 |
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April 18, 2023 |
| 10.7 (+) |
|
Amendment No. 1 to Forward Purchase Agreement, dated as of May 25, 2023. |
|
S-4/A |
|
333-271920 |
|
10.27 |
|
June 30, 2023 |
| 10.8 |
|
Amendment No. 2 to Forward Purchase Agreement, dated as of September 28, 2023. |
|
8-K |
|
001-40133 |
|
10.24 |
|
October 5, 2023 |
| 10.9 (*) |
|
Employment Agreement, dated October 16, 2023, between Envoy Medical Corporation and Brent T. Lucas. |
|
8-K |
|
001-40133 |
|
10.1 |
|
October 20, 2023 |
| 10.10 (*) |
|
Employment Agreement, dated August 15, 2023, between Envoy Medical Corporation and David R. Wells. |
|
10-Q |
|
001-40133 |
|
10.10 |
|
November 17, 2023 |
| 10.11 (*) |
|
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Charles R. Brynelsen. |
|
10-K |
|
001-40133 |
|
10.11 |
|
April 1, 2024 |
| 10.12 (*) |
|
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Susan Kantor. |
|
10-K |
|
001-40133 |
|
10.12 |
|
April 1, 2024 |
| 10.13 (*) |
|
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Mona Patel. |
|
10-K |
|
001-40133 |
|
10.13 |
|
April 1, 2024 |
| 10.14 (*) |
|
Letter Agreement, dated February 14, 2024, between Envoy Medical Corporation and Janis Smith-Gomez. |
|
10-K |
|
001-40133 |
|
10.14 |
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April 1, 2024 |
| 10.15 (*) |
|
Form of Option Award Agreement. |
|
10-K |
|
001-40133 |
|
10.15 |
|
April 1, 2024 |
| 10.16 |
|
Promissory Note, dated February 27, 2024, between Envoy Medical, Inc. and GAT Funding, LLC |
|
10-Q |
|
001-40133 |
|
10.1 |
|
May 15, 2024 |
| 10.17 |
|
Amendment to Forward Stock Purchase Agreement, dated July 29, 2024, between Envoy Medical, Inc. and the Meteroa FPA Parties. |
|
8-K |
|
001-40133 |
|
10.1 |
|
August 1, 2024 |
| 10.18 |
|
Promissory Note, dated August 27, 2024, between Envoy Medical, Inc. and GAT Funding, LLC. |
|
10-Q |
|
001-40133 |
|
10.1 |
|
November 14, 2024 |
| 10.19 |
|
Conversion and Waiver Agreement, dated December 20, 2024, by and between Envoy Medical, Inc. and Anzu SPAC GP I LLC. |
|
8-K |
|
001-40133 |
|
10.1 |
|
December 20, 2024 |
| 10.20 |
|
Amendment No. 1 to Common Stock Purchase Warrant, issued by Envoy Medical, Inc. to the Meteora Parties. |
|
8-K |
|
001-40133 |
|
10.1 |
|
June 25, 2024 |
| 10.21 |
|
Amendment No. 2 to Common Stock Purchase Warrant, issued by Envoy Medical, Inc. to the Meteora Parties. |
|
8-K |
|
001-40133 |
|
10.1 |
|
December 23, 2024 |
| 10.22 |
|
At The Market Offering Agreement dated as of January 17, 2025, between Envoy Medical, Inc and Roth Capital Partners, LLC |
|
8-K |
|
001-40133 |
|
10.1 |
|
January 21, 2025 |
| 10.23 |
|
Building Lease dated as of May 20, 2016, between Envoy Medical Corporation and Taylor Corporation, as amended. |
|
10-K |
|
001-40133 |
|
10.23 |
|
March 31, 2025 |
| 10.24 |
|
Servies Agreement dated as of January 1, 2022, between Envoy Medical Corporation and Taylor Technology Services, Inc. |
|
10-K |
|
001-40133 |
|
10.24 |
|
March 31, 2025 |
| 10.25 |
|
Promissory Note, dated March 6, 2025, between Envoy Medical, Inc. and GAT Funding, LLC. |
|
10-Q |
|
001-40133 |
|
10.2 |
|
May 1, 2025 |
| 10.26 |
|
Amended and Restated Envoy Medical, Inc. 2023 Equity Incentive Plan |
|
8-K |
|
001-40133 |
|
10.1 |
|
June 3, 2025 |
| 10.27 |
|
Consulting Agreement by and between the Company and Oasis Business Consulting, LLC, dated effective June 23, 2025. |
|
8-K |
|
001-40133 |
|
10.1 |
|
June 25, 2025 |
| 10.28 |
|
Satisfaction of Promissory Notes by and between the Company and GAT Funding, LLC, dated effective August 25, 2025. |
|
8-K |
|
001-40133 |
|
10.1 |
|
August 26, 2025 |
| 10.29 |
|
Amendment to Forward Stock Purchase Agreement, between the Meteora FPA Parties and the Company, dated July 28, 2025. |
|
8-K |
|
001-40133 |
|
10.1 |
|
July 29, 2025 |
| 10.30 |
|
Warrant Extension and Voting Agreement, by and among the Company, GAT Funding, LLC, Taylor Sports Group, Inc., and Glen A. Taylor, dated September 4, 2025. |
|
8-K |
|
001-40133 |
|
10.1 |
|
September 9, 2025 |
| 10.31 |
|
Form of September Purchase Agreement |
|
8-K |
|
001-40133 |
|
10.1 |
|
September 23, 2025 |
| 10.32 |
|
Form of October Purchase Agreement |
|
8-K |
|
001-40133 |
|
10.1 |
|
October 9, 2025 |
| 10.33(**) |
|
Form of Securities Purchase Agreement to be entered into in connection with this offering |
|
S-1 |
|
333-292260 |
|
10.33 |
|
February 6, 2026 |
| 10.34(#) |
|
Engagement Letter, dated September 17, 2025, by and between Envoy Medical, Inc. and H.C. Wainwright & Co., LLC, as amended on December 17, 2025 and February 9, 2026. |
|
- |
|
- |
|
- |
|
- |
| 21.1 |
|
List of Subsidiaries. |
|
10-K |
|
001-40133 |
|
21.1 |
|
March 31, 2025 |
| 23.1(**) |
|
Consent of Grant Thornton LLP. |
|
S-1 |
|
333-292260 |
|
23.1 |
|
February 6, 2026 |
| 23.2(**) |
|
Consent of Fredrikson & Byron, P.A. (included as part of Exhibit 5.1). |
|
S-1 |
|
333-292260 |
|
5.1 |
|
February 6, 2026 |
| 24.1(**) |
|
Power of Attorney (included on signature page to this Registration Statement). |
|
S-1 |
|
333-292260 |
|
|
|
February 6, 2026 |
| 107(**) |
|
Filing Fee Table |
|
S-1 |
|
333-292260 |
|
107 |
|
February 6, 2026 |
| (*) |
Indicates a management contract or compensatory plan. |
| |
|
| (**) |
Previously filed |
| (+) |
Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of White Bear Lake, State of Minnesota on February 9, 2026.
| |
ENVOY MEDICAL, INC. |
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|
|
| |
/s/ Brent T. Lucas |
| |
Name: |
Brent T. Lucas |
| |
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
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| /s/ Brent T. Lucas |
|
Chief Executive Officer and Director |
|
February 9, 2026 |
| Brent T. Lucas |
|
(Principal Executive Officer) |
|
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| |
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|
| * |
|
Interim Chief Financial Officer |
|
February 9, 2026 |
| Robert Potashnick |
|
(Principal Financial and Accounting Officer) |
|
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| |
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| * |
|
Director |
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February 9, 2026 |
| Charles R. Brynelsen |
|
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| * |
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Director |
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February 9, 2026 |
| Michael Crowe |
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| * |
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Director |
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February 9, 2026 |
| Mona Patel |
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| * |
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Director |
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February 9, 2026 |
| Janis Smith-Gomez |
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| * |
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Director |
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February 9, 2026 |
| Susan J. Kantor |
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| *By: |
/s/ Brent T. Lucas |
|
Date: February 9, 2026 |
| Name: |
Brent T. Lucas |
|
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| Title: |
Attorney-in-Fact |
|
|