Exhibit 10.1

 

AMENDMENT NO. 3 TO
COMMON STOCK PURCHASE WARRANT

 

This AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of July 29, 2025, by and between Envoy Medical, Inc., a Delaware corporation (the “Company”), and Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, the “Holder”). Capitalized terms used herein and not otherwise defined are defined in the Original Warrant (as defined below).

 

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of November 27, 2023, to purchase up to 3,874,394 shares of Common Stock (as amended by the Amendment No. 1 to Common Stock Purchase Warrant, dated as of June 24, 2024 and Amendment No. 2 to Common Stock Purchase Warrant, dated as of December 19, 2024, the “Original Warrant”);

 

WHEREAS, the Original Warrant was issued pursuant to the terms of that certain Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, the Holder, and the Company’s wholly-owned subsidiary Envoy Medical Corporation (as amended by the letter agreements, dated as of May 25, 2023 and September 28, 2023, and as further amended by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, the “Forward Purchase Agreement”);

 

WHEREAS, pursuant to Section 5(m) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and

 

WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:

 

1. Amendment to Exercise Price. The Original Warrant is hereby amended by deleting and replacing clause 2(b) “Exercise Price” and replacing it with the following:

“The exercise price per share of Common Stock under this Warrant shall be set at the beginning of each week to equal the greater of (i) the prior week’s volume weighed average price of COCH stock as reported by Bloomberg and (ii) $1.50, subject to adjustment hereunder (the “Exercise Price”).”

 

2. No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect.

 

3. Acknowledgements and Other Agreements. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary set forth in the Forward Purchase Agreement, no amendment to the Forward Purchase Agreement is necessary to effect the terms of this Amendment, and the Termination Date as set forth in this Amendment shall supersede the expiration date of the Shortfall Warrants as provided in the Forward Purchase Agreement. The parties hereto further agree that the adjustment to the exercise price set forth in the Original Warrant provided for by the Forward Purchase Agreement Confirmation Amendment, dated as of July 29, 2024, shall remain in effect without change as a result of this Amendment.

 

4. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Forward Purchase Agreement.

 

5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

 

(Signature page follows)

 

 

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  ENVOY MEDICAL, INC.
     
  By: /s/ Brent Lucas
  Name:  Brent Lucas
  Title: Chief Executive Officer

 

  METEORA SPECIAL OPPORTUNITY FUND I, LP
METEORA CAPITAL PARTNERS, LP
METEORA SELECT TRADING OPPORTUNITIES MASTER, LP
METEORA STRATEGIC CAPITAL, LLC
     
  By: /s/ Vikas Mittal
  Name:  Vikas Mittal
  Title: CIO/Managing Member

 

Acknowledged and Agreed,

 

  ENVOY MEDICAL CORPORATION
     
  By: /s/ Brent Lucas
  Name:  Brent Lucas
  Title: Chief Executive Officer

 

[Signature Page to Amendment No. 3 to Common Stock Purchase Warrant]