Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 17, 2023, Envoy Medical, Inc. (formerly known as Anzu Special Acquisition Corp I) (the "Company") and Envoy Medical Corporation ("Legacy Envoy") entered into an agreement (as amended to date, the "Forward Purchase Agreement") with 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 FPA Parties") for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, among other things, the Company issued 3,874,394 warrants (the "Shortfall Warrants") to purchase up to 3,874,394 shares (the "Shortfall Warrant Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock") at an exercise price of $10.46 per share. On November 27, 2023, the Company and the Meteora FPA Parties entered into a Common Stock Purchase Warrant (the "Common Stock Purchase Warrant"), pursuant to which the Company issued to the Meteora FPA Parties Shortfall Warrants to purchase up to 3,874,394 shares of Common Stock.

On July 29, 2024, the Company and the Meteora FPA Parties entered into an Amendment to the Forward Purchase Agreement to change the exercise price of certain of the Shortfall Warrants (the "FPA Amendment"). Prior to the FPA Amendment, exercise price of the Shortfall Warrants was determined based on a volume weighted average price (VWAP) formula, subject to a $4.00 floor (the "Exercise Price Floor"), which may be reduced in certain circumstances. Pursuant to the FPA Amendment, the Exercise Price Floor is set at $2.00 for 1,000,000 of the Shortfall Warrants and $3.00 for an additional 1,000,000 Shortfall Warrants, with the remainder of the Shortfall Warrants retaining the $4.00 Exercise Price Floor.

The issuance and resale of the Shortfall Warrant Shares and the resale of the Shortfall Warrants have been registered pursuant to the Company's Registration Statement on Form S-1 (File No. 333-276590), which was declared effective by the U.S. Securities and Exchange Commission on May 2, 2024.

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