UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 001-40133

ENVOY MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		86-1369123
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4875 White Bear Parkway, White Bear Lake, MN 55110

(Address of principal executive offices)

(877) 900-3277

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	COCH	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	COCHW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 10, 2025, the registrant had 28,786,511 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding.

ENVOY MEDICAL, INC.

Quarterly Report on Form 10-Q

For the Quarterly Period ended September 30, 2025

Table of Contents

		Page

PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	42
ITEM 4.	Controls and Procedures	42

PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	44
ITEM 1A.	Risk Factors	44
ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	44
ITEM 3.	Defaults Upon Senior Securities	44
ITEM 4.	Mine Safety Disclosures	44
ITEM 5.	Other Information	44
ITEM 6.	Exhibits	45
PART III	SIGNATURES	46

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENVOY MEDICAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share amounts)

	September 30,			December 31,
	2025			2024
Current assets:
Cash	$	3,556		$	5,483
Accounts receivable, net		35			38
Other receivable		19			780
Inventories		1,639			1,708
Prepaid expenses and other current assets		508			887
Total current assets		5,757			8,896
Property and equipment, net		1,116			1,275
Operating lease right-of-use asset (related party)		918			879
Prepaid expenses and other assets		390			488
Total assets	$	8,181		$	11,538

Liabilities, mezzanine equity, and stockholders’ deficit
Current liabilities:
Accounts payable	$	2,681		$	1,652
Accrued expenses		5,864			3,713
Accrued interest (related party)		-			703
Other current liabilities		13			573
Forward purchase agreement warrant liability		12			472
Product warranty liability, current portion		250			282
Operating lease liability, current portion (related party)		168			143
Total current liabilities		8,988			7,538
Term loans payable (related party)		-			18,716
Product warranty liability, net of current portion		1,683			1,771
Operating lease liability, net of current portion (related party)		778			802
Private warrant liability		2,839			-
Publicly traded warrant liability		533			662
Other liability		891			891
Total liabilities		15,712			30,380

Commitments and contingencies (see Note 14)

Mezzanine equity
Warrants issued to placement agent (see Note 9)		130			-

Stockholders’ deficit
Series A Preferred Stock, $0.0001 par value; 100,000,000 shares authorized and 10,000,000 shares designated as of September 30, 2025 and December 31, 2024; 4,126,667 shares issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 23,809,975 shares issued and outstanding as of September 30, 2025 and 21,326,609 shares issued and outstanding as of December 31, 2024		2			2
Additional paid-in capital		298,116			266,013
Accumulated deficit		(305,659	)		(284,734	)
Accumulated other comprehensive loss		(120	)		(123	)
Total stockholders’ deficit		(7,661	)		(18,842	)
Total liabilities, mezzanine equity, and stockholders’ deficit	$	8,181		$	11,538

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENVOY MEDICAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(In thousands, except share and per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Net revenues	$	42		$	56		$	166		$	183
Costs and operating expenses:
Cost of goods sold		203			187			663			585
Research and development		2,700			2,757			7,933			7,708
Sales and marketing		405			394			1,124			1,216
General and administrative		2,442			1,690			6,331			5,381
Total costs and operating expenses		5,750			5,028			16,051			14,890
Operating loss		(5,708	)		(4,972	)		(15,885	)		(14,707	)
Other income (expense):
Change in fair value of forward purchase agreement put option liability		-			-			-			103
Change in fair value of forward purchase agreement warrant liability		64			(311	)		522			(329	)
Change in fair value of private warrant liability		(339	)		-			(339	)		-
Change in fair value of publicly traded warrant liability		(33	)		(426	)		129			(802	)
Interest expense, related party		(471	)		(264	)		(1,590	)		(432	)
Other income (expense), net		5			13			(7	)		(10	)
Total other income (expense), net		(774	)		(988	)		(1,285	)		(1,470	)
Net loss		(6,482	)		(5,960	)		(17,170	)		(16,177	)

Cumulative preferred dividends		(1,265	)		(1,380	)		(3,755	)		(4,110	)

Net loss attributable to common stockholders, basic and diluted	$	(7,747	)	$	(7,340	)	$	(20,925	)	$	(20,287	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.35	)	$	(0.39	)	$	(0.97	)	$	(1.09	)
Weighted-average Class A Common Stock outstanding, basic and diluted		21,851,606			18,616,362			21,522,618			18,605,482
Other comprehensive income (loss):
Foreign currency translation adjustment		(1	)		(1	)		3			(3	)
Other comprehensive income (loss)		(1	)		(1	)		3			(3	)
Comprehensive loss	$	(6,483	)	$	(5,961	)	$	(17,167	)	$	(16,180	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENVOY MEDICAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND
STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands, except share amounts)

	For the Three and Nine Months Ended September 30, 2025
	Mezzanine Equity				Permanent Equity
																			Accumulated
					Series A				Class A				Additional						Other			Total
	Number of				Preferred Stock				Common Stock				Paid-in			Accumulated			Comprehensive			Stockholders’
	Warrants		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Deficit
Balance at December 31, 2024		-	$	-		4,126,667	$	-		21,326,609	$	2	$	266,013		$	(284,734	)	$	(123	)	$	(18,842	)
Dividends on the Series A Preferred Stock		-		-		-		-		-		-		-			(1,238	)		-			(1,238	)
Stock-based compensation		-		-		-		-		-		-		160			-			-			160
Issuance of warrants associated with the Term Loans		-		-		-		-		-		-		688			-			-			688
Foreign currency translation adjustment		-		-		-		-		-		-		-			-			6			6
Net loss		-		-		-		-		-		-		-			(4,998	)		-			(4,998	)
Balance at March 31, 2025		-	$	-		4,126,667	$	-		21,326,609	$	2	$	266,861		$	(290,970	)	$	(117	)	$	(24,224	)
Dividends on the Series A Preferred Stock		-		-		-		-		-		-		-			(1,252	)		-			(1,252	)
Stock-based compensation		-		-		-		-		-		-		146			-			-			146
Issuance of warrants associated with Term Loans		-		-		-		-		-		-		882			-			-			882
Issuance of Common Stock from at-the-market (“ATM”) offering		-		-		-		-		134,771		-		204			-			-			204
Issuance of Common Stock under employee stock purchase plan		-		-		-		-		59,552		-		77			-			-			77
Foreign currency translation adjustment		-		-		-		-		-		-		-			-			(2	)		(2	)
Net loss		-		-		-		-		-		-		-			(5,690	)		-			(5,690	)
Balance at June 30, 2025		-	$	-		4,126,667	$	-		21,520,932	$	2	$	268,170		$	(297,912	)	$	(119	)	$	(29,859	)
Dividends on the Series A Preferred Stock		-		-		-		-		-		-		-			(1,265	)		-			(1,265	)
Stock-based compensation		-		-		-		-		-		-		172			-			-			172
Issuance of Common Stock from ATM offering		-		-		-		-		165,971		-		210			-			-			210
Modification of forward purchase agreement warrant		-		-		-		-		-		-		(62	)		-			-			(62	)
Exercise of forward purchase agreement warrant		-		-		-		-		105,000		-		158			-			-			158
Issuance of Common Stock from registered direct offering		-		-		-		-		1,908,402		-		-			-			-			-
Issuance of Placement Agent Warrants		143,130		130		-		-		-		-		-			-			-			-
Issuance of Common Stock for services		-		-		-		-		109,670		-		134			-			-			134
Modification of Term Loan Warrants		-		-		-		-		-		-		1,455			-			-			1,455
Extinguishment of Term Loans		-		-		-		-		-		-		27,879			-			-			27,879
Foreign currency translation adjustment		-		-		-		-		-		-		-			-			(1	)		(1	)
Net loss		-		-		-		-		-		-		-			(6,482	)		-			(6,482	)
Balance at September 30, 2025		143,130	$	130		4,126,667	$	-		23,809,975	$	2	$	298,116		$	(305,659	)	$	(120	)	$	(7,661	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENVOY MEDICAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands, except share amounts)

	For the Three and Nine Months Ended September 30, 2024
	Mezzanine Equity				Permanent Equity
																		Accumulated
					Series A				Class A				Additional					Other			Total
	Number of				Preferred Stock				Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders’
	Warrants		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Loss			Deficit
Balance at December 31, 2023		-	$	-		4,500,000	$	-		18,599,982	$	2	$	255,596	$	(257,256	)	$	(118	)	$	(1,776	)
Dividends on the Series A Preferred Stock		-		-		-		-		-		-		-		(1,365	)		-			(1,365	)
Issuance of Common Stock through forward purchase agreement		-		-		-		-		-		-		1,683		-			-			1,683
Stock-based compensation		-		-		-		-		-		-

SEC Form 10-Q filed by Envoy Medical Inc.