Envoy Medical, Inc. Files Amendment No. 1 to Annual Report on Form 10-K for FY2025

Key Highlights for Investors and Shareholders

Envoy Medical, Inc. (NASDAQ: COCH), a medical technology company, has filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This filing provides crucial clarifications and disclosures for shareholders and market participants.

1. Purpose and Nature of the Amendment

• The Amendment was filed to correct a typographical error in the consent of Grant Thornton LLP, the company’s independent registered public accounting firm. The original Form 10-K was filed on March 23, 2026, and this Amendment No. 1 was filed on April 13, 2026.
• No other changes were made to the original Form 10-K. The Amendment does not update or amend disclosures to reflect events after the original filing date, except as specifically noted.
• The Amendment includes updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2. Financial Statement Error Correction

• The company affirms that the financial statements included in the filing reflect the correction of an error to previously issued financial statements (i.e., a restatement was made).
• Importantly, however, the restatement did NOT require a recovery analysis of incentive-based compensation received by any executive officers under SEC Rule 10D-1(b) (the “clawback rule”).
• This clarification is important for shareholders because error corrections and restatements can affect investor confidence and, potentially, the company’s share price. The absence of a compensation clawback requirement may mitigate some negative sentiment.

3. Company Status and Reporting Compliance

• Envoy Medical, Inc. is a Smaller Reporting Company and an Emerging Growth Company as defined by SEC rules.
• The company is not a well-known seasoned issuer and is not a shell company.
• Envoy Medical has filed all reports required under Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.
• The company has submitted all required Interactive Data Files pursuant to Rule 405 of Regulation S-T.
• Envoy Medical’s independent auditor has not provided an attestation report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

4. Capital Structure and Public Float

• As of March 20, 2026, the company had 76,881,110 shares of Class A common stock outstanding, with a par value of \$0.0001 per share.
• The public float (market value of non-affiliate shares) is reported at \$12.7 million.
• The company’s securities include:
  • Class A Common Stock (NASDAQ: COCH)
  • Redeemable Warrants (NASDAQ: COCHW), each exercisable for one share of Class A Common Stock at an exercise price of \$11.50 per share

5. Documents Incorporated by Reference

• Portions of the company’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of the Annual Report on Form 10-K.

6. Exhibits and Corporate Governance

• The report includes a comprehensive list of exhibits, including the Clawback Policy, Policy on Inside Information and Insider Trading, and Amended and Restated Equity Incentive Plans.
• Updated certifications by the CEO and Interim CFO are attached, in compliance with SEC regulations.

7. Shareholder-Sensitive and Price-Relevant Information

• The restatement of financial statements and the correction of an error are material disclosures for investors. While the company states no executive compensation clawback was required, restatements can impact market sentiment, regulatory scrutiny, and future financial statements.
• The company’s status as a “Smaller Reporting Company” and “Emerging Growth Company” may affect its regulatory obligations, reporting, and eligibility for certain exemptions, which could be relevant to institutional and retail investors.

8. Signatures

• The Amendment is signed by CEO Brent T. Lucas and Interim CFO Robert Potashnick as Principal Financial Officer and Principal Accounting Officer, dated April 13, 2026.

Conclusion

For shareholders and investors, the most notable disclosure is the restatement of financials due to error correction, albeit with no compensation clawback required. Such restatements may be price-sensitive and should be carefully considered in the context of the company’s ongoing compliance, governance, and financial reporting practices.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should review the full SEC filings and consult with their own financial advisors before making investment decisions. The author and publisher assume no responsibility for actions taken based on the information provided above.

View Envoy Medical, Inc. Historical chart here