UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On June 6, 2024, Dr. Whitney Haring-Smith, notified the Company of his decision to resign from the board of directors of the Company (the “Board”) effective immediately. Dr. Haring-Smith did not resign from the Board because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Director Appointment
On June 7, 2024, the Board appointed Michael Crowe to fill the vacancy created by Dr. Haring-Smith’s resignation. Mr. Crowe has decades of experience in the medical device industry with a focus on operations. Since March 2023, Mr. Crowe has served as Senior Vice President Operations for Bioventus LLC. Previously, he served as Vice President Operations for Abbott Vascular from January 2015 to March 2023. Mr. Crowe earlier served in similar roles for Caris Life Sciences, Covidien Devices, Johnson & Johnson, Iomega Corporation, and SKF USA, Inc. Mr. Crowe earned a bachelor’s degree in engineering from the University of Louisville and an MBA from Duke University.
There are no arrangements or understandings between Mr. Crowe and any other person pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Crowe will participate in the standard fee arrangements for non-executive directors, which are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Non-Employee Director Compensation,” filed with the Securities and Exchange Commission on April 1, 2024. Under the existing director compensation arrangements, Mr. Crowe will be entitled to annual cash compensation in the amount of $40,000, and, in connection with his appointment to the Board, Mr. Crowe will be granted a stock option award to purchase 25,000 shares of the Company’s Class A Common Stock, which options will vest over a period of four years. Mr. Crowe will also enter into the Company’s standard director and officer indemnification agreement, pursuant to which we will indemnify him for claims related to certain actions he takes in his capacity as a director. A copy of the form of indemnification agreement is filed as Exhibit 10.21 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 5, 2023, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 11, 2024, the Company issued a press release announcing the resignation of Dr. Haring-Smith and appointment of Mr. Crowe to the Board. A copy of the press release is attached hereto as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release Dated June 11, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVOY MEDICAL, INC. | ||
| June 11, 2024 | By: | /s/ David R. Wells |
| David R. Wells | ||
| Chief Financial Officer | ||
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