Form 4 for COCH Envoy Medical, Inc.
Accepted 2024-12-26 00:00:00 ET · period of report 2024-12-20 · accession 0001140361-24-050420 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-12-26 | 2024-12-23 | COCH | Anzu SPAC GP I LLC | 10% | J - Other | $0.00 | -2.03M | 0 | -100% | $0 |
| D | 2024-12-26 | 2024-12-20 | COCH | Anzu SPAC GP I LLC | 10% | C - Cnv Deriv | $0.00 | +1.03M | 2.03M | +103% | $0 |
| D | 2024-12-26 | 2023-12-20 | COCH | Anzu SPAC GP I LLC | 10% | C - Cnv Deriv | $0.00 | -373.3K | 2.13M | -15% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock, par value $0.0001 per share | 2024-12-23 | J | D | 2,028,986 | $0.00 | 0 | D | — | — | (F2) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock, par value $0.0001 per share | 2024-12-20 | C | A | 1,028,986 | $0.00 | 2,028,986 | D | — | — | (F2) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| 3 | Derivative | Series A Preferred Stock, par value $0.0001 per share | 2023-12-20 | C | D | 373,333 | $0.00 | 2,126,667 | D | $3.63 · — to — | 1,028,986 Class A Common Stock, par value $0.0001 per share | (F1) On December 20, 2024, Anzu SPAC GP I LLC (the "Sponsor") converted 373,333 shares of Series A Preferred Stock, par value $0.0001 ("Preferred Stock") of Envoy Medical, Inc. (the "Issuer") into 1,028,986 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock") pursuant to the terms set forth in the Certificate of Designation for the Preferred Stock (the "Certificate of Designation"). (F5) The shares of Preferred Stock have no expiration date. The shares of Preferred Stock are subject to mandatory conversion into shares of Common Stock at the Issuer's sole discretion upon the occurrence of certain events specified in the Certificate of Designation. In addition, holders of Preferred Stock have the right, at any time at such preferred stockholder's option, to convert each share of Preferred Stock to shares of Common Stock based on the ratio determined by dividing the Original Issuance Price of $10.00 per share by the Conversion Price of $11.50 per share, subject to certain customary adjustments in the event of certain events affecting the price of the Common Stock, such as stock splits and combinations, or the distribution of options, rights or warrants, as described in the Certificate of Designation. (F2) Dr. Whitney Haring-Smith shares voting and investment control over shares held by the Sponsor, and, as a result, may be deemed to beneficially own the securities reported herein. Dr. Haring-Smith disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. (F4) As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 20, 2024, pursuant to the Conversion and Waiver Agreement between the Issuer and the Sponsor, among other things, the Issuer made a voluntary, temporary reduction in the conversion price, pursuant to the terms of the Certificate of Designation, of all of the outstanding shares of Preferred Stock effective December 20, 2024 through January 20, 2025 from $11.50 per share of Common Stock issuable upon conversion of a share of Preferred Stock to $3.63, with the conversion ratio determined by dividing the $10.00 original issue price of the Preferred Stock by such conversion price. |