ANZUU Anzu Special Acquisition Corporation I

As filed with the Securities and Exchange Commission on April 12, 2024

Registration No. 333-           

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ENVOY MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		86-1369123
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

4875 White Bear Parkway White Bear Lake, Minnesota		55110
(Address of Principal Executive Offices)		(Zip Code)

 

Envoy Medical, Inc. 2023 Equity Incentive Plan

Envoy Medical, Inc. 2023 Employee Stock Purchase Plan

(Full Title of the Plan)

 

Brent T. Lucas

Chief Executive Officer

Envoy Medical, Inc.

4875 White Bear Parkway

White Bear Lake, Minnesota 55110

(Name and Address of Agent for Service)

 

(877) 900-3277

(Telephone Number, including area code, of agent for service)

 

 

Copies to:

 

David P. Slotkin

Andrew P. Campbell

Morrison & Foerster LLP

2100 L Street NW, Suite 900

Washington, DC 20037

Tel: (202) 887-1500

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.

Plan Information.

 

Information required by this Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

Item 2.

Registrant Information and Employee Plan Annual Information.

 

Information required by this Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the instructions to Form S-8. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents, which have been filed by Envoy Medical, Inc. (the “Registrant,” which prior to the September 29, 2023 consummation of the business combination was named Anzu Special Acquisition Corp I) with the Commission, are incorporated by reference into this Registration Statement:

 

	(i)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on April 1, 2024;
	(ii)	the Registrant’s Current Report on Form 8-K (other than information furnished rather than filed), filed with the Commission on March 4, 2024; and
	(ii)	the description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on March 1, 2021 (File No. 001-40133) under the Exchange Act, as updated by Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on April 1, 2024, as well as any additional amendments or reports filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents, except as to specific sections of such statements as set forth therein.

 

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

The Registrant’s second amended and restated certificate of incorporation contains provisions that limit the liability of the Registrant’s directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

 

●

for any breach of their duty of loyalty to the Registrant or its stockholders;

 

●

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

 

●

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

 

●

for any transaction from which they derived an improper personal benefit.

 

The Registrant’s amended and restated bylaws provide that the Registrant shall indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding, by reason of the fact that he or she is or was one of the Registrant’s directors or officers or is or was serving at the Registrant’s request as a director or officer of another corporation, partnership, joint venture, trust, non-profit entity or other enterprise. The Registrant’s amended and restated bylaws provide that the Registrant may indemnify the Registrant’s employees or agents. The Registrant’s amended and restated bylaws also provide that the Registrant must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

 

The Registrant maintains insurance policies under which, subject to the limitations of the policies, coverage is provided to its directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to these officers and directors pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.

 

The Registrant entered into indemnification agreements with each of its directors and executive officers that are broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require the Registrant, among other things, to indemnify the Registrant’s directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant’s company pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

 

Item 8.

Exhibits

 

				Incorporated by Reference
Exhibit Number		Description		Schedule/ Form		File No.		Exhibit		Filing Date
4.1		Second Amended and Restated Certificate of Incorporation of Envoy Medical, Inc. (f/k/a Anzu Special Acquisition Corp I).		8-K		001-40133		3.1		October 5, 2023
4.2		Amended and Restated Bylaws of Envoy Medical, Inc.		8-K		001-40133		3.2		October 5, 2023
4.3		Certificate of Designation of Series A Preferred Stock of Envoy Medical, Inc.		8-K		001-40133		3.3		October 5, 2023
5.1*		Opinion of Morrison & Foerster LLP.
23.1*		Consent of Grant Thornton LLP, independent registered public accounting firm of Envoy Medical, Inc.
23.2*		Consent of Morrison & Foerster LLP (filed as part of Exhibit 5.1).
24.1*		Power of Attorney (filed as part of signature page).
99.1		Envoy Medical, Inc. 2023 Equity Incentive Plan.		8-K		001-40133		10.22		October 5, 2023
99.2		Envoy Medical, Inc. 2023 Employee Stock Purchase Plan.		8-K		001-40133		10.23		October 5, 2023
107*		Filing Fee Table.

 

*	Filed herewith.

 

 

Item 9.

Undertakings.

 

a.

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

b.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

c.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Bear Lake, State of Minnesota, on April 12, 2024.

 

	Envoy Medical, Inc.
	By:	/s/ Brent T. Lucas
	Name:	Brent T. Lucas
	Title:	Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Envoy Medical, Inc., a Delaware corporation, do hereby constitute and appoint Brent T. Lucas and David R. Wells, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Brent T. Lucas		Chief Executive Officer and Director		April 12, 2024
Brent T. Lucas		(Principal Executive Officer)
/s/ David R. Wells		Chief Financial Officer		April 12, 2024
David R. Wells		(Principal Financial and Accounting Officer)
/s/ Charles R. Brynelsen		Director		April 12, 2024
Charles R. Brynelsen
/s/ Whitney Haring-Smith		Director		April 12, 2024
Dr. Whitney Haring-Smith
/s/ Glen A. Taylor		Director		April 12, 2024
Glen A. Taylor
/s/ Mona Patel		Director		April 12, 2024
Mona Patel
/s/ Janis Smith-Gomez		Director		April 12, 2024
Janis Smith-Gomez
/s/ Susan J. Kantor		Director		April 12, 2024
Susan J. Kantor

 

 

Exhibit 5.1

 

2100 L Street, NW Suite 900 Washington DC 20037   TELEPHONE: 202.887.1500 FACSIMILE: 202.887.0763   WWW.mofo.com

morrison & foerster llp   austin, beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c.

 

April 12, 2024

 

Board of Directors

Envoy Medical, Inc.

4875 White Bear Lake Parkway

White Bear Lake, MN 55110

 

Re:	Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We are acting as counsel to Envoy Medical, Inc. (previously known as Anzu Special Acquisition Corp I), a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) covering the offering of up to an aggregate of 4,300,000 shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), consisting of (i) up to 4,000,000 shares of Class A Common Stock issuable pursuant to the Company’s 2023 Equity Incentive Plan (the “2023 Incentive Plan”) and (ii) up to 300,000 shares of Class A Common Stock issuable pursuant to the Company’s 2023 Employee Stock Purchase Plan (the “2023 ESPP” and, together with the 2023 Incentive Plan, the “Plans”).

 

As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Delaware as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

 

 

 

Board of Directors

Envoy Medical, Inc.

April 12, 2024

Page Two

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to awards under the terms of the Plans, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors of the Company or a duly authorized committee thereof and the Plans, the Shares will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

	Very truly yours,
	/s/ Morrison & Foerster LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated April 1, 2024, with respect to the consolidated financial statements of Envoy Medical, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

 

/s/ GRANT THORNTON LLP

 

Fort Lauderdale, Florida

April 12, 2024

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Envoy Medical, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A Common Stock, $0.0001 par value per share		Other(3)			4,300,000	(2)		$	6.47	(3)		$	27,821,000				0.00014760			$	4,106.38
Total Offering Amounts														$	27,821,000							$	4,106.38
Total Fee Offsets																							—
Net Fee Due																						$	4,106.38

 

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(2)	Represents (i) up to 4,000,000 shares of Envoy Medical Inc.’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), reserved for issuance under the Envoy Medical, Inc. 2023 Equity Incentive Plan and (ii) up to 300,000 shares of Class A Common Stock reserved for issuance under the Envoy Medical, Inc. 2023 Employee Stock Purchase Plan.
(3)	Pursuant to Rules 457(c) and (h) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $6.47, which is the average of the high and low prices of the Class A Common Stock on April 8, 2024 on the Nasdaq Capital Market.

 

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