Amendment: SEC Form SCHEDULE 13D/A filed by Envoy Medical Inc.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Envoy Medical, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
29415V109 (CUSIP Number) |
Brian A. Mayer, Esq. Taylor Corporation, 1725 Roe Crest Drive North Mankato, MN, 56003 507.386.3193 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | 29415V109 |
| 1 |
Name of reporting person
Glen A. Taylor | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,909,614.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
84.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Envoy Medical, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4875 White Bear Parkway, White Bear Lake,
MINNESOTA
, 55110. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by Glen A. Taylor (the "Reporting Person") to amend and supplement certain Items of that the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on December 8, 2025 (the "Original Schedule 13D"). Information contained in the Original Schedule 13D, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment. Capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended by adding the following as the last paragraph thereof:
On February 12, 2026, the Reporting Person purchased in the offering described in Envoy Medical, Inc.'s (the "Company") Prospectus dated February 11, 2026 (filed with the SEC on February 12, 2026), 18,750,000 shares of Class A Common Stock and Series A-1 Warrants to purchase 11,250,000 shares of Class A Common Stock (the "Series A-1 Warrants") and Series A-2 Warrants to purchase 18,750,000 shares of Class A Common Stock (the "Series A-2 Warrants" and collectively, with the Series A-1 Warrants, the "Common Warrants"). For each share of Class A Common Stock purchased, the Reporting Person received accompanying Common Warrants in the amount of six-tenths (0.6) of a Series A-1 Warrant and one Series A-2 Warrant. The combined offering price for each share of Class A Common Stock and accompanying Common Warrants was $0.40. The aggregate purchase price of the Class A Common Stock and accompanying Common Warrants purchased by the Reporting Person was $7,500,000 which was funded with personal funds.
The Common Warrants have an exercise price of $0.40 per share of Class A Common Stock and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Common Warrants ("Stockholder Approval Date"). The Series A-1 Warrants will expire on the earlier of the 24-month anniversary of the Stockholder Approval Date or 30 days following the occurrence of Milestone 1 (as defined in the Series A-1 Warrant). The Series A-2 Warrants will expire on the earlier of the 60-month anniversary of the Stockholder Approval Date or 30 days following the occurrence of Milestone 2 (as defined in the Series A-2 Warrant).
The Reporting Person purchased the Class A Common Stock and Common Warrants at the same purchase price per share and on the same terms as other investors in the offering. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended to read as follows:
The information set forth in the cover pages and Item 3 of this Schedule 13D are incorporated herein by reference.
As of February 12, 2025, the Reporting Person beneficially owns an aggregate of 68,909,614 shares of Class A Common Stock, which represents 84.8% of the Class A Common Stock based upon an aggregate of 76,881,110 shares of Class A Common Stock outstanding immediately following the Company's offering, as reported in the Company's Prospectus dated February 11, 2026, filed with the SEC on February 12, 2026. Although the Common Warrants are exercisable only after the Stockholder Approval Date such that the Reporting Person may not have a right to acquire the Class A Common Stock underlying the Common Warrants within 60 days, for the purposes of this Amendment, the shares of Class A Common Stock underlying the Common Warrants are treated as beneficially owned by the Reporting Person.
As of February 12, 2025, the Reporting Person holds an aggregate of 29,040,049 shares of Class A Common Stock, which represents 37.7% of the 76,881,110 shares of Class A Common Stock outstanding immediately following the Company's offering. | |
| (b) | The Reporting Person has sole voting and sole dispositive power over all shares beneficially owned. | |
| (c) | Except as reported in this Amendment, the Reporting Person has not made any transactions in the Company's securities within the prior 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby is hereby amended by adding the following as the last paragraph thereof:
Information with respect to the Common Warrants purchased by the Reporting Person on February 12, 2026 is incorporated herein by reference to Item 3 and to the respective forms of the Series A-1 Warrant and Series A-2 Warrant incorporated by reference in Item 7 hereof. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby is hereby amended by adding the following exhibits:
Exhibit 2 Form of Series A-1 Warrant issued by Envoy Medical, Inc. on February 12, 2026 (incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-1/A (SEC File No. 333-292260) filed on February 6, 2026).
Exhibit 3 Form of Series A-2 Warrant issued by Envoy Medical, Inc. on February 12, 2026 (incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-1/A (SEC File No. 333-292260) filed on February 6, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
(b)