UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement
On August 25, 2025, Envoy Medical, Inc. (the “Company”) entered into a Satisfaction of Promissory Notes (the “Satisfaction Agreement”) with GAT Funding, LLC (“GAT Funding”), an entity controlled by the Company’s largest stockholder, Glen Taylor. Pursuant to the terms of the Satisfaction Agreement, all of the Company’s obligations under promissory notes issued to GAT Funding on February 27, 2024, August 27, 2024, and March 6, 2025, respectively, each in the initial principal amount of $10,000,000 will be deemed fully satisfied, including all interest obligations included therein, in exchange for a one-time payment by the Company to GAT Funding in the amount of $100,000.
Also on August 25, 2025, the Company paid GAT Funding $100,000, which extinguished the aggregate $32,011,552 in principal and accrued interest on the promissory notes to GAT Funding. The Satisfaction Agreement was approved for the Company by the Audit Committee of the Board of Directors of the Company, comprised of all independent directors. Mr. Taylor did not serve on the Audit Committee.
The foregoing description of the Satisfaction Agreement is qualified by reference to the terms of the Satisfaction Agreement, which is attached hereto as Exhibit 10.1.
A copy of a press release issued by the Company on August 26, 2025 regarding the Satisfaction Agreement and the matters disclosed under Item 5.02 below is attached hereto as Exhibit 99.1. The information set forth Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On August 25, 2025, Glen Taylor delivered to the Company his resignation from the Board of Directors effective immediately. Mr. Taylor indicated that his resignation from the Board of Directors was to allow him to focus more attention to his other business interests and not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Satisfaction of Promissory Notes by and between the Company and GAT Funding, LLC, dated effective August 25, 2025. | |
| 99.1 | Press Release Issued by the Company on August 26, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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. | ||
| August 26, 2025 | By: | /s/ Brent T. Lucas |
| Brent T. Lucas | ||
| Chief Executive Officer | ||
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