2026-02-11, 7:30:48 a.m.
White Bear Lake, Minnesota — February 11, 2026 — Leads & Copy —
Envoy Medical Inc. (NASDAQ: COCH) has announced the pricing of an upsized public offering. The hearing health company is offering 75,000,000 shares of its Class A common stock, or pre-funded warrants in lieu thereof, accompanied by Series A-1 and A-2 common warrants.
The offering includes Series A-1 common warrants to purchase up to 45,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof) and Series A-2 common warrants to purchase up to 75,000,000 shares of Class A common stock (or pre-funded warrants in lieu thereof). The combined public offering price is $0.40 per share (or per pre-funded warrant) and accompanying warrants.
The Series A-1 common warrants will have an exercise price of $0.40 per share and become exercisable starting on the effective date of stockholder approval of the issuance of shares upon exercise of the warrants (the “Stockholder Approval Date”). They will expire on the earlier of (i) the 24-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the company publicly announces that it has submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (FDA) for its Acclaim cochlear implant.
The Series A-2 common warrants will have an exercise price of $0.40 per share. They will become exercisable starting on the Stockholder Approval Date and will expire on the earlier of (i) the 60-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the company publicly announces that it has received FDA approval for its Acclaim cochlear implant.
H.C. Wainwright & Co. is the exclusive placement agent for the offering.
The offering is expected to close on or about February 12, 2026, pending customary closing conditions. Envoy Medical anticipates gross proceeds of approximately $30.0 million before deducting the placement agent’s fees and other offering expenses.
The potential additional gross proceeds to Envoy Medical from the Series A-1 common warrants and Series A-2 common warrants, if fully-exercised on a cash basis following the Stockholder Approval Date, will be approximately $48.0 million. There is no assurance that any of such Series A-1 common warrants or Series A-2 common warrants will be exercised for cash or exercised at all. It is possible that the Series A-1 common warrants and Series A-2 common warrants may expire and may never be exercised.
Envoy Medical plans to use the net proceeds from the offering for working capital and other general corporate purposes, including funding its operations during its FDA pivotal clinical study.
The securities are being offered under a registration statement on Form S-1 (File No. 333-292260), as amended, originally filed on December 18, 2025, and declared effective by the SEC on February 11, 2026, and the related registration statement filed under Rule 462(b) of the Securities Act of 1933, as amended, which became automatically effective upon filing. The offering is being made only by means of a prospectus which forms a part of the effective registration statements.
Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Envoy Medical is a hearing health company focused on providing technologies across the hearing loss spectrum. It has pioneered fully implanted devices for hearing loss, including the Esteem® active middle ear implant, commercially available in the U.S. since 2010, and the Acclaim® cochlear implant, an investigational device.
Source: Envoy Medical
