WHITE BEAR LAKE, MINNESOTA — Envoy Medical® Inc. (NASDAQ: COCH), a hearing health company developing fully implanted hearing solutions, has announced the pricing of an expanded public offering that could generate up to $78.0 million in total funding.
The offering includes approximately $30.0 million in initial gross proceeds, with the potential for an additional $48.0 million if certain milestone-linked warrants are exercised in the future. Envoy said the funding is expected to support the company’s operations, including its ongoing FDA pivotal clinical study for the investigational Acclaim® fully implanted cochlear implant.
The public offering consists of 75,000,000 shares of Class A common stock (or pre-funded warrants in place of shares), along with two series of additional warrants tied to future milestones related to regulatory progress for the Acclaim cochlear implant. The combined public offering price is $0.40 per share (or per pre-funded warrant) and accompanying warrants.
The Series A-1 common warrants have an exercise price of $0.40 per share and will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (the “Stockholder Approval Date”). They will expire on the earlier of (i) the 24-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the Company publicly announces that it has submitted a Premarket Approval Application (PMA) to the U.S. Food and Drug Administration (FDA) for its Acclaim cochlear implant.
The Series A-2 common warrants have an exercise price of $0.40 per share and will become exercisable beginning on the Stockholder Approval Date. They will expire on the earlier of (i) the 60-month anniversary of the Stockholder Approval Date or (ii) 30 days following the date the Company publicly announces that it has received FDA approval for its Acclaim cochlear implant.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The closing of the offering is expected to occur on or about February 12, 2026, subject to customary closing conditions. The aggregate gross proceeds to Envoy Medical from the offering are expected to be approximately $30.0 million, before deducting the placement agent’s fees and other offering expenses. The potential additional gross proceeds from the Series A-1 and Series A-2 warrants, if fully exercised for cash following the Stockholder Approval Date, would be approximately $48.0 million. Envoy noted there is no assurance that any warrants will be exercised, and it is possible they may expire without being exercised.
Envoy Medical said it intends to use the net proceeds from the offering for working capital and other general corporate purposes, including funding operations during its FDA pivotal clinical study.
The securities are being offered pursuant to a registration statement on Form S-1 (File No. 333-292260), as amended, originally filed on December 18, 2025 with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on February 11, 2026, along with a related registration statement filed under Rule 462(b) that became automatically effective upon filing. The offering is being made only by means of a prospectus that forms part of the effective registration statements relating to the offering. A preliminary prospectus has been filed with the SEC and a final prospectus will be filed with the SEC.
About the Fully Implanted Acclaim® Cochlear Implant
We believe the fully implanted Acclaim Cochlear Implant will be a first-of-its-kind cochlear implant. Envoy Medical’s fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.
The Acclaim is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The Acclaim is expected to be indicated for adults who have been deemed adequate candidates by a qualified physician.
The Acclaim Cochlear Implant received the Breakthrough Device Designation from the U.S. Food and Drug Administration (FDA) in 2019. We believe the Acclaim was the first hearing-focused device to receive Breakthrough Device Designation and may still be the only hearing focused medical technology to receive the designation.
CAUTION The fully implanted Acclaim Cochlear Implant is an investigational device. Limited by United States law to investigational use.
Important safety information for the Esteem can be found at: https://www.envoymedical.com/safety-information.
About the Esteem® Fully Implanted Active Middle Ear Implant (FI-AMEI)
The Esteem fully implanted active middle ear implant (FI-AMEI) is the only FDA-approved, fully implanted* hearing device for adults diagnosed with moderate to severe sensorineural hearing loss, allowing for 24/7 hearing capability using the ear’s natural anatomy. The Esteem FI-AMEI hearing implant is invisible, requires no externally worn components, and nothing is placed in the ear canal for it to function. Unlike hearing aids, it does not need to be put on or taken off, cannot be lost, and does not require cleaning. The Esteem FI-AMEI hearing implant offers true 24/7 hearing.
*Once activated, the external Esteem FI-AMEI Personal Programmer is not required for daily use.
Important safety information for the Esteem FI-AMEI can be found at: https://www.envoymedical.com/safety-information.
About Envoy Medical Corporation
Envoy Medical Corporation is a hearing health company focused on providing innovative technologies across the hearing loss spectrum. The company is dedicated to improving the quality of life for people with hearing loss through the development of implantable hearing devices.
Source: Envoy Medical
