8-K: Current report
Published on October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 12, 2026, Envoy Medical, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”).
At the Special Meeting, the Company’s stockholders (the “Stockholders”) voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors, effect one or more reverse stock splits with respect to our issued and outstanding Class A Common Stock, par value $0.0001 per share, at any time prior to or on December 31, 2026, at a ratio of 1-for-5 to 1-for-25, as further described in the Proxy Statement for the Special Meeting(the “Reverse Stock Split Proposal”).
The Stockholders also approved an administrative proposal to allow adjournments of the Special Meeting if necessary to permit gathering necessary votes to approve the Issuance Proposal or to ensure a quorum (the “Adjournment Proposal”), which authority to adjourn the Special Meeting was not used.
The Special Meeting voting results were as follows:
| 1. | Reverse Stock Split Matter: |
| For: | Against: | Abstain: | ||
| 44,012,206 | 50,668 | 1,872 |
| 2. | Adjournment Proposal: |
| For: | Against: | Abstain: | ||
| 43,642,799 | 406,221 | 15,726 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
1
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. | |
| October 16, 2026 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
2