DEFA14A 1 ea0304461-defa14a_envoy.htm DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant		☒

Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Envoy Medical, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

ENVOY MEDICAL, INC CONTROL ID: REQUEST ID: IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE S PECIAL M EETING OF S TOCKHOLDERS DATE: TIME: LOCATION: M ONDAY , O CTOBER 12, 2026 9:00 AM C ENTRAL T IME 4875 W HITE B EAR P ARKWAY W HITE B EAR L AKE , MN 55110 HOW TO REQUEST PAPER COPIES OF OUR MATERIALS PHONE: FAX: C ALL TOLL FREE S END THIS CARD TO 1 - 866 - 752 - 8683 202 - 521 - 3464 INTERNET: HTTPS :// WWW . IPROXYDIRECT . COM /C O CH AND FOLLOW THE ON - SCREEN INSTRUCTIONS . EMAIL: P ROXY - ID@ EQUINITY . COM I NCLUDE YOUR C ONTROL ID IN YOUR EMAIL . T HIS COMMUNICATION REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS AVAILABLE TO YOU ON THE I NTERNET . W E ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING . T HE PROXY STATEMENT IS AVAILABLE AT : HTTPS : // WWW . IPROXYDIRECT . COM /COCH I F YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS YOU MUST REQUEST ONE . T HERE IS NO CHARGE TO YOU FOR REQUESTING A COPY . T O FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST , AS INSTRUCTED ABOVE , BEFORE S EPTEMBER 28 , 2026 YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS :// WWW . IPROXYDIRECT . COM /COCH UNTIL 11:59 PM EASTERN TIME O CTOBER 11, 2026. T HE PURPOSES OF THIS MEETING ARE AS FOLLOWS : 1. To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to, at the discretion of the Board of Directors, effect one or more reverse stock splits (the “Reverse Stock Split”) with respect to our issued and outstanding Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), at any time prior to or on December 31, 2026, at a ratio of 1 - for - 5 to 1 - for - 25 (the “Range”) as further described in the enclosed Proxy Statement (the “Reverse Stock Split Proposal”) 2. To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Reverse Stock Split Proposal or to constitute a quorum, as described in this proxy statement (the “Adjournment Proposal”).; AND 3. T O TRANSACT ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF , INCLUDING MATTERS INCIDENT TO THE CONDUCT OF THE MEETING . P URSUANT TO S ECURITIES AND E XCHANGE C OMMISSION RULES , YOU ARE RECEIVING THIS N OTICE THAT THE PROXY MATERIALS FOR THE S PECIAL M EETING ARE AVAILABLE ON THE I NTERNET . F OLLOW THE INSTRUCTIONS ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED COPIES . T HE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON A UGUST 19, 2026 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO RECEIVE NOTICE OF THE S PECIAL M EETING AND TO VOTE THE SHARES OF OUR C LASS A COMMON STOCK , PAR VALUE $0.0001 PER SHARE , THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING . T HE B OARD OF D IRECTORS RECOMMENDS THAT YOU VOTE ‘ FOR ’ ALL PROPOSALS ABOVE . P LEASE NOTE - T HIS IS NOT A P ROXY C ARD - YOU CANNOT VOTE BY RETURNING THIS CARD