Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Envoy Medical, Inc. (the "Company") has previously issued Stock Purchase Warrants (as amended to date, the "Shortfall Warrants") to Meteora Special Opportunity Fund I, LP ("MSOF"), Meteora Capital Partners, LP ("MCP"), Meteora Select Trading Opportunities Master, LP ("MSTO") and Meteora Strategic Capital, LLC ("MSC" and, collectively with MSOF, MCP and MSTO, the "Meteora Parties") pursuant to the terms of the Equity Prepaid Forward Transaction, dated as of April 17, 2023, by and among the Company, Envoy Medical Corporation, and the Meteora Parties.

On December 18, 2025, the Company and the Meteora FPA Parties entered into an Amendment No. 4 to Common Stock Purchase Warrant to amend the 1,125,499 Shortfall Warrants that remain outstanding to extend the expiration date from December 31, 2025 to December 31, 2026 (the "Warrant Amendment"). The exercise price of the Shortfall Warrants is determined based on a volume weighted average price (VWAP) formula, measured weekly, and subject to a minimum price of $1.50 per share.

The issuance and resale of the shares of the Company's Class A Common Stock issuable upon exercise of the Warrants and the resale of the Shortfall Warrants were registered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on August 12, 2025.

The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.