UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on April 17, 2023, Envoy Medical, Inc. (formerly known as Anzu Special Acquisition Corp I) (the “Company”) and Envoy Medical Corporation (“Legacy Envoy”) entered into an agreement (as amended to date, the “Forward Purchase Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC (“MSC” and, collectively with MSOF, MCP and MSTO, the “Meteora FPA Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, among other things, the Company issued 3,874,394 warrants (the “Shortfall Warrants”) to purchase up to 3,874,394 shares (the “Shortfall Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $10.46 per share. On November 27, 2023, the Company and the Meteora FPA Parties entered into a Common Stock Purchase Warrant (the “Common Stock Purchase Warrant”), pursuant to which the Company issued to the Meteora FPA Parties Shortfall Warrants to purchase up to 3,874,394 shares of Common Stock.
On June 24, 2024, the Company and the Meteora FPA Parties entered into Amendment No. 1 to the Common Stock Purchase Warrant (the “Shortfall Warrant Amendment”). The Shortfall Warrant Amendment provides for the extension of the expiration date of the Shortfall Warrants by six months, from June 30, 2024 to December 31, 2024.
The issuance and resale of the Shortfall Warrant Shares and the resale of the Shortfall Warrants have been registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.
The foregoing description of the Shortfall Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Shortfall Warrant Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Exhibit | |
10.1 | Amendment No. 1 to Common Stock Purchase Warrant. | |
104 | Cover Page Interactive Data File (embedded within the 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.
Date: June 25, 2024 | ENVOY MEDICAL, INC. | |
By: | /s/ David R. Wells | |
David R. Wells | ||
Chief Financial Officer |
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