On December 19, 2024, Envoy Medical, Inc. entered into Amendment No. 2 to the Common Stock Purchase Warrant with the Meteora FPA Parties. This amendment extended the expiration date of the Shortfall Warrants by 12 months, from December 31, 2024, to December 31, 2025. The Shortfall Warrants, issued under the Forward Purchase Agreement initially established in April 2023, allow for the purchase of up to 3,874,394 shares of Class A Common Stock at an exercise price of $10.46 per share. This follows a prior amendment on June 24, 2024, which had extended the expiration date from June 30, 2024, to December 31, 2024.

The issuance and resale of the Shortfall Warrants and their underlying shares were registered under a Form S-1 that became effective on May 2, 2024. The full text of Amendment No. 2 is attached as Exhibit 10.1 to this Form 8-K filing, signed by David R. Wells, Chief Financial Officer, on December 23, 2024. The filing underscores the company's continued efforts to manage its financial agreements strategically.