UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 5, 2026 (the “Award Date”), the Compensation Committee of the Board of Directors of Envoy Medical, Inc. (the “Company”) approved the issuance of stock options to the Company’s Chief Executive Officer, Brent Lucas, and its Interim Chief Financial Officer, Robert Potashnick under the Company’s 2023 Equity Incentive Plan, as amended (the “Equity Incentive Plan”).
Mr. Lucas was awarded options to purchase 200,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), and Mr. Potashnick was awarded options to purchase 15,000 shares of Common Stock (collectively, the “Option Awards”). Both Option Awards have the following terms: (i) an exercise price equal to the closing price of the Common Stock on the Nasdaq Capital Market on the Award Date, which was $0.53 per share, (ii) 25% of the options vest after one year and the remainder vest pro rata at the end of each of the following 36 months, and (iii) expire 10 years after the Award Date.
The Option Awards were issued on forms of stock option award that have been previously filed by the Company and are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVOY MEDICAL, INC. | ||
| February 11, 2026 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
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