Material Agreement Form 8 K

Item 1.01: Entry Into a Material Definitive Agreement

On December 11, 2024, Envoy Medical, Inc. (the "Company") drew $5,000,000 under the promissory note (the "Note") issued on August 27, 2024 by the Company to GAT Funding, LLC ("GAT"), an entity controlled by Glen Taylor, who is a member of the Company's board of directors and controlling stockholder of the Company. The additional draw brings the aggregate principal amount owed under the Note to the maximum principal amount of $10,000,000.

As a commitment fee for the $5,000,000 draw under the Note, the Company issued GAT a warrant to purchase 500,000 shares of its Class A Common Stock (the "Warrant"). The Warrant has an exercise price of $2.20, equal to the closing price on the date of the draw, and a termination date of December 11, 2026.