envoy medical inc-a美股招股说明书(2025-09-22版)

and Prospectus Supplement dated January17, 2025) Class A Common Stock This prospectus supplement (the “Prospectus Supplement”) supplements the prospectus dated October 21, 2024 (the “BaseProspectus”) and the prospectus supplement dated January17, 2025 (together with the Base Prospectus, the “ATM Prospectus”),relating to the offer and sale of shares of our ClassA Common Stock (“Common Stock”) from time to time pursuant to the terms of AtThe Market Offering Agreement, dated as of January17, 2025 (the “ATM Agreement”), with Roth Capital Partners, LLC (“Roth”) assales agent. This Prospectus Supplement should be read in conjunction with the ATM Prospectus. This Prospectus Supplement isqualified by reference to theATM Prospectus, except to the extent that the information presented herein supersedes the informationcontained in theATM Prospectus. This prospectus supplement is not complete without and may only be delivered or utilized inconnection with the ATM Prospectus and the Base Prospectus and any future amendments or supplements thereto. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our common stock from time to time throughRoth pursuant to at-the-market transactions as defined in Rule 415 under the Securities Act of 1933, as amended, subject to thelimitations described in theATM Prospectus (the “ATM Program”). As of the date of this Prospectus Supplement, we have sold anaggregate of 174,012 shares of our common stock pursuant to the ATM Agreement for aggregate gross proceeds of $266,060. The purpose of this Prospectus Supplement is to suspend theATM Program and to suspend the continuous offering by us undertheATM Prospectus effective on September22, 2025. We will not make any sales of our common stock through the ATM Programunless and until a new prospectus supplement is filed with the Securities and Exchange Commission. However, for the avoidance ofdoubt, the ATM Agreement remains in full force and effect. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellour common stock in a public primary offering with a value exceeding more than one-third of the aggregate market value of ourvoting and non-voting common equity held by non-affiliates in any 12-month period as long as the aggregate market value of ouroutstanding voting and non-voting common equity held by non-affiliates is less than $75,000,000. Our Class A Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “COCH” and our Public Warrantsare listed on Nasdaq under the symbol “COCHW.” On September19, 2025, the last reported sale price of our Class A Common Stockwas $1.31 per share. Investing in our securities involves a high degree of risk, including the risk of a substantial loss of investment. Beforepurchasing any shares of our common stock, you should read the discussion of the principal risks of investing in our securities,which are summarized in“Risk Factors”beginning on pageS-4 of the ATM Prospectus and page10 of the Base Prospectus, aswell as in other documents incorporated by reference into the ATM Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Anyrepresentation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus suppplement is September22, 2025