Envoy Medical Inc-A 2025年度报告

FORM 10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-40133 ENVOY MEDICAL, INC.(Exact name of registrant as specified in its charter) Delaware86-1369123(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 4875 White Bear Parkway, White Bear Lake, MN 55110(Address of principal executive offices) (877) 900-3277(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerNon-accelerated Filer Accelerated FilerSmaller Reporting CompanyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s Class A common stock, par value $0.0001 per share, held by non-affiliates of theregistrant computed by reference to the last sales price of such stock, as of the last business day of the registrant’s most recentlycompleted fiscal quarter, which was December 31, 2025, was approximately $12.7 million. This calculation excludes shares of Class Acommon stock held by the registrant’s officers and directors and each person known by the registrant to beneficially own more than5% of the registrant’s outstanding shares, as such persons may be deemed to be affiliates. This determination of affiliate status shouldnot be deemed conclusive for any other purpose. There were 76,881,110 shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding as of March 20,2026. DOCUMENTS INCORPORATED IN PART BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K. EXPLANATORY NOTE ThisAmendmentNo. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Envoy Medical, Inc. (the“Company”) for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission on March23, 2026(the “Original Form 10-K”). ThisAmendmentis being filed solely to correct a typographical error in the consent of Grant ThorntonLLP, the Company's independent registered public accounting firm (the “Consent”). Pursuant to Rule 12