Envoy Medical, Inc.

As filed with the U.S. Securities and Exchange Commission on October 17, 2025.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4875 White Bear Parkway

White Bear Lake, MN 55110

Tel: (877) 900-3277

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brent T. Lucas

Chief Executive Officer

4875 White Bear Parkway

White Bear Lake, MN 55110

**Tel: (877) 900-3277

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

**Andrew Nick

Edward Peilen

Fredrikson & Byron, P.A.

60 South Sixth Street; Suite 1500

**Minneapolis, MN 55402

Phone: (612) 492-7000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated October 17, 2025

PROSPECTUS

15,116,472 Shares of Class A Common Stock

The selling stockholders of Envoy Medical, Inc. (“Envoy Medical,” “we,” “us” or the “Company”) listed beginning on page 34 of this prospectus may offer and resell under this prospectus up to 15,116,472 shares of our Class A Common Stock, par value $0.0001 per share (“common stock”) consisting of (I) up to 5,725,206 shares of our common stock (the “September Warrant Shares”) issuable upon exercise of warrants issued in a private placement that closed on September 23, 2025 (the “September Private Placement Warrants”) at an exercise price of $1.31 per share, (ii) up to 9,022,572 shares of our common stock (the “October Warrant Shares”) issuable upon exercise of warrants issued in a private placement that closed on October 9, 2025 (the “October Private Placement Warrants” and, together with the September Private Placement Warrants, the “Private Warrants”) at an exercise price of $1.33 per share, (iii) up to 143,130 shares of our common stock (the “September Placement Agent Warrant Shares”) issuable upon exercise of warrants issued pursuant to a Letter Agreement (defined below) (the “September Placement Agent Warrants”) at an exercise price of $1.6375 per share, and (iv) up to 225,564 shares of our common stock (the “October Placement Agent Warrant Shares,” and, together with the September Placement Agent Warrants Shares, the “Placement Agent Warrant Shares”) issuable upon exercise of warrants issued pursuant to a Letter Agreement (defined below) (the “October Placement Agent Warrants,” and, together with the September Placement Agent Warrants, the “Placement Agent Warrants”) at an exercise price of $1.6625 per share.

The September Private Placement Warrants will be exercisable commencing on the effective date of stockholder approval of the issuance of the September Warrant Shares (the “Stockholder Approval”) and will expire twenty-four months following the effective date of the Stockholder Approval. The October Private Placement Warrants were immediately exercisable upon issuance and will expire on the second anniversary of the date on which the registration statement of which this prospectus is a part becomes effective (the “Effective Date”). The September Placement Agent Warrants are exercisable commencing on the effective date of the Stockholder Approval and will expire on the earlier of (i) two years from the effective date of the Stockholder Approval and (ii) September 22, 2030, The October Placement Agent Warrants were immediately exercisable upon issuance and will expire on the earlier of (i) two years from the Effective Date and (ii) October 7, 2030. Neither the Private Warrants nor the Placement Agent Warrants (together, the “Warrants”) are registered under the Securities Act.

The selling stockholders who are holders of the Private Warrants acquired the Private Warrants from us pursuant to securities purchase agreements dated September 22, 2025 and October 7, 2025, respectively (the “Purchase Agreements”). The selling stockholders that are holders of the Placement Agent Warrants acquired the Placement Agent Warrants from us pursuant to a letter agreement, dated September 17, 2025, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”).

We are registering the resale of the Private Warrant Shares and Placement Agent Warrant Shares (together, the “Warrant Shares”) covered by this prospectus as required by the terms of the Purchase Agreements. The selling stockholders will receive all of the proceeds from any sales of the Warrant Shares offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection with the offering. To the extent the Warrants are exercised for cash, if at all, we will receive the exercise price of the Warrants.

The selling stockholders may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders. Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares. For further information regarding the possible methods by which the shares may be distributed, see “Plan of Distribution” beginning on page 38 of this prospectus.

Our common stock is listed on The Nasdaq Capital Market under the symbol “COCH.” The last reported sale price of our common stock on October 14, 2025 was $0.92 per share.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, we are subject to reduced public company reporting requirements.

Investing in our common stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific factors set forth under “Risk Factors” beginning on page 8 of this prospectus and in our filings with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

Table of Contents

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

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