electroCore Sells $1M in Stock to Accredited Investor

TL;DR

ECOR just raised $1M from an accredited investor at $1/share. Need cash.

AI Summary

On May 31, 2024, electroCore, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $1.00 per share, totaling $1,000,000. The company also disclosed unregistered sales of equity securities.

Why It Matters

This transaction provides electroCore with $1 million in capital, which can be used for operational needs or growth initiatives. The sale of unregistered securities may indicate a need for immediate funding.

Risk Assessment

Risk Level: medium — The sale of unregistered securities and the relatively low price per share suggest potential financial pressures or a need for quick capital infusion.

Key Numbers

• $1.0M — Capital Raised (From sale of common stock to an accredited investor.)
• $1.00 — Price Per Share (Purchase price for 1,000,000 shares.)

Key Players & Entities

• electroCore, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of Material Definitive Agreement
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• 1,000,000 shares (dollar_amount) — Shares sold
• $1.00 per share (dollar_amount) — Purchase price per share
• $1,000,000 (dollar_amount) — Total proceeds from sale

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, Par Value $0.001 Per Share ECOR NASDAQ Capital Marke
• $6.4925 — a combined effective offering price of $6.4925 per share. The PIPE Warrants will be im
• $6.43 — fter the date of issuance at a price of $6.43 per share and will expire five years af
• $6.43 m — rrants were sold at a purchase price of $6.43 minus $0.001 per Pre-Funded Warrant, and
• $9.3 m — d above is expected to be approximately $9.3 million, before deducting offering expens

Filing Documents

• e663679_8k-electrocore.htm (8-K) — 38KB
• e663679_ex4-1.htm (EX-4.1) — 91KB
• e663679_ex4-2.htm (EX-4.2) — 92KB
• e663679_ex4-3.htm (EX-4.3) — 98KB
• e663679_ex5-1.htm (EX-5.1) — 12KB
• e663679_ex10-1.htm (EX-10.1) — 134KB
• e663679_ex10-2.htm (EX-10.2) — 124KB
• e663679_ex99-1.htm (EX-99.1) — 11KB
• image_001.gif (GRAPHIC) — 3KB
• 0001193805-24-000740.txt ( ) — 909KB
• ecor-20240531.xsd (EX-101.SCH) — 3KB
• ecor-20240531_lab.xml (EX-101.LAB) — 33KB
• ecor-20240531_pre.xml (EX-101.PRE) — 22KB
• e663679_8k-electrocore_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placements On June 3, 2024, electroCore, Inc. ("Company") entered into a securities purchase agreement (the "Registered Direct Purchase Agreement") with an institutional accredited investor (the "Purchaser") for the sale (the "Registered Direct Offering") by the Company of pre-funded warrants (the "RD Pre-funded Warrants") to purchase up to 225,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (the "RD Pre-funded Warrant Shares"). In a concurrent private placement, the Company is issuing and selling to the Purchaser unregistered warrants to purchase up to 112,500 shares of Common Stock (the "PIPE Warrants" and shares of Common Stock underlying the PIPE Warrants, the "PIPE Warrant Shares"). Each RD Pre-funded Warrant in the Registered Direct Offering is being sold together with one-half of one PIPE Warrant at a combined effective offering price of $6.4925 per share. The PIPE Warrants will be immediately exercisable after the date of issuance at a price of $6.43 per share and will expire five years after issuance. In a separate private placement, on July 31, 2024, the Company entered into securities purchase agreements with certain institutional and accredited investors and directors of the Company (the "Private Agreements"), which collectively provide for the sale by the Company of (i) 438,191 shares of Common Stock (the "Private Shares"), (ii) pre-funded warrants (the "Private Pre-funded Warrants") to purchase up to 770,119 shares of Common Stock and (iii) warrants (the "Private Warrants" and together with the PIPE Warrants, the "Warrants") to purchase up to 604,150 shares of Common Stock (the "Private Warrant Shares"). The Private Shares, Private Pre-funded Warrants, Private Warrants and Private Warrant Shares are collectively referred to as the "Private Securities." Each share of Common Stock (or Private Pre-funded Wa

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the private placement of the Offerings is hereby incorporated by reference into this Item 3.02.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On June 3, 2024, the Company issued a press release regarding the transaction described under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1. The disclosure in this Item 7.01 (including the exhibit) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 4.1 Form of Pre-Funded Warrant (Registered Direct) 4.2 Form of Common Warrant 4.3 Form of Pre-Funded Warrant (Private) 5.1 Opinion of Dentons US LLP 10.1 Form of Securities Purchase Agreement, dated as of June 3, 2024 (Registered Direct) 10.2 Form of Securities Purchase Agreement, dated as of May 31, 2024 (Private) 23.1 Consent of Dentons US LLP (included in Exhibit 5.1) 99.1 Press Release dated June 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. electroCore, Inc. June 3, 2024 /s/ Brian Posner Brian Posner Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR