envoy medical inc-a美股招股说明书(2025-10-09版)

We are offering to certain accredited and institutional investors 3,007,524 shares of our ClassA Common Stock, par value $0.0001 pershare (“common stock”). The combined offering price of each share of common stock, together with an accompanying commonwarrant (as defined below), is $1.33 per share. In a concurrent private placement, we are also issuing to the same accredited and institutional investors warrants to purchase up to anaggregate of 9,022,572 shares of our common stock (the “warrants”). The warrants are exercisable immediately at an exercise price of$1.33 per share and expire two years from the effective date of the registration statement covering the resale of the shares of commonstock underlying the warrants. The warrants and the shares of common stock issuable upon the exercise of the warrants are not beingregistered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectussupplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under theSecurities Act and Rule 506(b) promulgated thereunder. We are a “smaller reporting company” and an “emerging growth company” as defined under U.S. federal securities laws and aresubject to reduced public company reporting requirements. See “Prospectus Supplement Summary—Smaller Reporting Company” and“Prospectus Supplement Summary—Emerging Growth Company.” Our shares of common stock are listed on The Nasdaq CapitalMarket (“Nasdaq”) under the symbol “COCH.” There is no established public trading market for the warrants, and we do not expect amarket to develop. We do not intend to apply for a listing for the warrants on any securities exchange or other nationally recognizedtrading system. Without an active trading market, the liquidity of the warrants will be limited. The closing price of our shares ofcommon stock on Nasdaq on October7, 2025, was $1.59 per share. We engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent, or the Placement Agent, in connection with this offering.The Placement Agent is not purchasing the securities offered by us in this offering and is not required to arrange the purchase or sale of anyspecific number or dollar amount of securities, but will use its reasonable best efforts to arrange for the sale of the securities offered. Investing in our securities involves risks. See “Risk Factors” beginning on page S-6. (1)Excludes certain out-of-pocket expenses of the Placement Agent which we have agreed to reimburse. See the section captioned “Plan ofDistribution” in this prospectus supplement for additional information. In addition, we have agreed to issue to the placement agent or itsdesignees as compensation in connection with this offering placement agent warrants (the “placement agent warrants”), to purchase up toan aggregate of 225,564 shares of common stock (representing 7.5% of the shares of common stock sold in the offering), which eachhave an exercise price equal to $1.6625 per share. The placement agent warrants are exercisable immediately and will expire on theearlier of (i)two years from the effective date of the registration statement covering the resale of the shares of common stock underlyingthe warrants and (ii)October7, 2030. See “Plan of Distribution” for additional disclosure regarding Placement Agent’s compensation. (2)Does not include proceeds from the exercise of the warrants to be issued to the investors or the placement agent warrants to be issued tothe Placement Agent or its designees in cash, if any. We are subject to the offering limits in General Instruction I.B.6 of Form S-3.As of the date of this prospectus supplement, theaggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $20,742,956,which was calculated based on 13,045,884 shares of our outstanding common stock held by non-affiliates and a price of $1.59 pershare, the closing price of our common stock on October7, 2025, which is the highest closing sale price of our common stock on theNasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securitiesin public primary offerings on Form S-3 with a value (calculated in accordance with General Instruction I.B.6) exceeding one-third ofour public float (as defined by General Instruction I.B.6) in any 12 calendar month period so long as our public float remains below$75.0 million. As of the date of this prospectus supplement, we have sold shares of common stock with an aggregate sale price of$2,863,104 pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the date of thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or accompanying prospect