SCHEDULE 13D: Glen Taylor Boosts Envoy Medical Stake to 44.2%

Glen A. Taylor, Chairman of Taylor Corporation, has increased his beneficial ownership in Envoy Medical, Inc. to 44.2% of Class A Common Stock through various acquisitions and warrant exercises.

Summary

• Glen A. Taylor, through himself and entities GAT Funding, LLC and Taylor Sports Group, Inc., beneficially owns 14,659,614 shares of Envoy Medical, Inc. Class A Common Stock.
• This represents 44.2% of the Class A Common Stock outstanding as of November 10, 2025, based on 28,786,511 shares outstanding.
• Acquisitions include direct purchases (2003-2014), warrant exercises (2015), shares from a September 2023 settlement, conversion of convertible promissory notes (September 29, 2023), and shares issuable from Series A Preferred Stock conversion and common stock purchase warrants.
• The company extinguished $32,011,552 in principal and accrued interest from promissory notes issued to GAT Funding in exchange for a $100,000 payment on August 25, 2025.
• A Voting and Warrant Extension Agreement dated September 4, 2025, extends the expiration date of warrants held by GAT Funding for 3,500,000 shares to December 31, 2028.
• Under the Voting Agreement, the Taylor Parties commit to vote their shares in favor of Nasdaq Listing Rules compliance proposals unanimously approved by the Board, and the Company granted registration rights for resale of shares starting March 31, 2026.

Sentiment

Score: 7

Explanation: The filing indicates a strong, long-term commitment from a major investor, Glen A. Taylor, who now holds 44.2% of the company. The significant debt extinguishment for a nominal sum is a positive for the company's balance sheet, though it hints at past financial difficulties. The extension of warrants and granting of registration rights provide stability and future liquidity options for the major shareholder.

Positives

• A significant shareholder, Glen A. Taylor, has a substantial and long-term investment in the company, indicating confidence with 44.2% beneficial ownership.
• The extension of warrant expiration dates to December 31, 2028, provides long-term potential for capital infusion upon exercise.
• The company extinguished over $32 million in principal and accrued interest from promissory notes for a payment of $100,000, significantly reducing its liabilities and improving its balance sheet.

Negatives

• The extinguishment of over $32 million in debt for a payment of $100,000 suggests the debt was highly distressed, potentially indicating past financial difficulties for Envoy Medical.
• The conversion price of Series A Preferred Stock at $11.50 per share as of September 30, 2025, compared to some warrant exercise prices as low as $1.24, indicates a wide range of valuation perceptions or significant dilution events.
• The voting agreement ties the Taylor Parties' votes to Board-unanimously approved proposals for Nasdaq compliance, which could limit independent shareholder action on certain matters.

Risks

• The Reporting Person may acquire or dispose of securities, which could impact market price and liquidity.
• Future plans depend on various factors including market conditions, company performance, economic conditions, and actions of the Board and management, introducing uncertainty.
• The adjustable conversion price for Series A Preferred Stock and varying warrant exercise prices could lead to future dilution for existing shareholders.

Future Outlook

The Reporting Person may, from time to time, develop plans or proposals to acquire or dispose of securities of the Company, depending on market conditions, the Company's business and financial performance, other investment opportunities, economic conditions, and actions of the Board and management. The Reporting Person may also seek to influence management or the Board regarding the Company's business and affairs.

Industry Context

This filing indicates a significant, long-term commitment from a major investor in Envoy Medical, a company that recently underwent a business combination. The debt extinguishment for a nominal sum suggests the company may have faced financial distress, a common theme for smaller, growth-oriented companies, particularly in the medical device or biotech sectors, which often rely heavily on financing and can experience volatile valuations. The voting agreement and registration rights are typical arrangements for substantial shareholders seeking to protect their investment and ensure future liquidity.

Management Changes

Corporate Governance

Legal Proceedings

• No new legal proceedings are disclosed in this filing. The filing mentions a September 2023 settlement agreement with certain former stockholders, which resulted in Taylor Sports Group acquiring 2,526,058 shares of Class A Common Stock.

Related Party Transactions

• GAT Funding, an entity controlled by Glen A. Taylor, provided debt financing to the Company through convertible promissory notes and promissory notes.
• The Company extinguished $32,011,552 in principal and accrued interest outstanding under promissory notes issued to GAT Funding in exchange for a payment of $100,000.
• GAT Funding acquired Series A Preferred Stock and common stock purchase warrants in connection with these financing arrangements.
• Glen A. Taylor, GAT Funding, and Taylor Sports Group (all related parties) entered into a Voting and Warrant Extension Agreement with the Company.

Stakeholder Impact

• Shareholders: Increased concentration of ownership (44.2%) by a single major investor, potentially influencing corporate decisions. The debt extinguishment is positive for the company's financial health, but the terms (payment of $100,000 for $32M+ debt) suggest significant prior financial distress, which could concern existing shareholders. Future warrant exercises could lead to dilution.
• Creditors: The extinguishment of over $32 million in debt for a nominal payment significantly alters the company's debt profile, potentially improving its creditworthiness for future lenders.
• Management/Board: The Voting Agreement ensures a significant block of votes for Board-approved Nasdaq compliance proposals, potentially simplifying certain governance actions but also indicating a powerful shareholder influence.

Next Steps

• The Company will register the resale of Class A Common Stock held by the Taylor Parties upon request on or after March 31, 2026.
• The Taylor Parties' voting obligations under the Voting Agreement will remain in effect through December 31, 2028.
• Warrants held by GAT Funding will expire on December 31, 2028.
• Glen A. Taylor may, from time to time, develop plans to acquire or dispose of securities or seek to influence management or the Board.

Key Dates

Recommendation

While the significant debt extinguishment and the major shareholder's increased stake and long-term commitment are positive signals, the context of the debt extinguishment (a very low payment for a large debt) suggests past financial difficulties. The varying warrant exercise prices and potential for future dilution from conversions/exercises introduce uncertainty. Investors should hold to observe how the company leverages its improved balance sheet and how the major shareholder's influence impacts future strategic decisions and operational performance before making further investment decisions.

Keywords

Envoy Medical, Glen A. Taylor, Schedule 13D, Beneficial Ownership, Class A Common Stock, Warrants, Convertible Notes, Debt Extinguishment, Corporate Governance, Shareholder Agreement, GAT Funding, Taylor Sports Group, SEC Filing