electroCore, Inc. Files 8-K with Material Agreement Details

TL;DR

ECOR filed an 8-K on 12/17/24 - material agreement details incoming.

AI Summary

On December 17, 2024, electroCore, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as ElectroCore, LLC, is incorporated in Delaware and headquartered in Rockaway, NJ.

Why It Matters

This 8-K filing signals a significant business development for electroCore, Inc., potentially impacting its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones, requiring careful review of the specific terms and implications.

Key Players & Entities

• electroCore, Inc. (company) — Registrant
• ElectroCore, LLC (company) — Former company name
• December 17, 2024 (date) — Date of report
• Rockaway, NJ (location) — Principal executive offices
• 001-38538 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, Par Value $0.001 Per Share ECOR The NASDAQ Capital M
• $0.0001 — , each share of common stock, par value $0.0001 per share, of NURO (the " NURO Common S
• $8,000,000 — the Anticipated Closing Date exceeding $8,000,000. Consummation of the Merger by NURO is
• $500,000 — to pay the Parent a termination fee of $500,000 or, in certain other specified circumst
• $250,000 — t fees and expenses (up to a maximum of $250,000 or $500,000, depending on the circumsta
• $25,000 — t Sales during such period is less than $25,000, the First Quell Net Sales Payment shal
• $500,000 m — after the Closing Date, an amount up to $500,000 minus the amount of the First Quell Net S

Filing Documents

• e664079_8k-electrocore.htm (8-K) — 63KB
• e664079_ex2-1.htm (EX-2.1) — 791KB
• e664079_ex10-1.htm (EX-10.1) — 81KB
• e664079_ex99-1.htm (EX-99.1) — 22KB
• image1.jpg (GRAPHIC) — 5KB
• 0001193805-24-001481.txt ( ) — 1352KB
• ecor-20241217_lab.xml (EX-101.LAB) — 33KB
• ecor-20241217_pre.xml (EX-101.PRE) — 22KB
• ecor-20241217.xsd (EX-101.SCH) — 3KB
• e664079_8k-electrocore_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 17, 2024, electroCore, Inc., a Delaware corporation (the " Parent "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with NeuroMetrix, Inc., a Delaware corporation ( " NURO " and, following consummation of the Merger, the " Surviving Corporation ") and Nexus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (" Merger Sub "), providing for the merger of Merger Sub with and into NURO (the " Merger "), with NURO surviving the Merger as a wholly-owned subsidiary of the Parent. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit 2.1. At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.0001 per share, of NURO (the " NURO Common Stock ") outstanding immediately prior to the Effective Time (including each share of NURO Common Stock underlying a NURO RSA or NURO RSU (as such terms are defined below), shall be canceled and cease to exist and shall be converted into the right to receive (i) an amount in cash (the " Per Share Cash Consideration ") equal to a pro rata share of NURO's balance of Net Cash (as determined pursuant to the Merger Agreement) at the Effective Time, after deduction of certain pro rata payments that will be due in accordance with the MRIP (as defined below)) and (ii) one contingent value right (a " CVR "), representing the right to receive the Contingent Payments (as defined below) subject to the terms and conditions set forth in the CVR Agreement (as defined below) (the consideration contemplated by (i) and (ii), together, the " Merger Consideration "). Any shares of NURO Common Stock held by NURO as treasury stock or owned by the Parent, Merger Sub, or any other subsidiary of the Parent or NURO shall be canceled and cease to exist, and no payment shal

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 17, 2024, the Parent issued a press release announcing its entry into the Merger Agreement. The text of the press release is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this item and Exhibit 99.1 is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), nor shall this item or Exhibit 99.1 be incorporated by reference into Parent's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.

Forward-Looking Statements

Forward-Looking Statements This communication, and the documents to which the Parent refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Parent's expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the proposed transaction including statements regarding the benefits of the Merger (collectively, the " Proposed Transaction ") and the anticipated timing of the Proposed Transaction. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "continue," "strategy," "future," "opportunity," "plan," "may," "should," "will," "shall," "would" other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the delay or termination of the Merger Agreement, (iv) the inability to complete the Proposed Transaction due to the failure of a party or parties to satisfy conditions to completion of the Merger, including the receipt on a timely basis or at all of any required regulatory clearances related to the Merger and receipt by NURO of stockholder approval, (v) the effect of the announce

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger dated December 17, 2024, by and among electroCore, Inc., Nexus Merger Sub Inc. and NeuroMetrix, Inc. 10.1 Voting and Support Agreement, dated December 17, 2024, by and among electroCore, Inc., and the stockholders named therein. 99.1 Press Release dated December 17, 2024 * The disclosure schedules to and certain provisions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K as they contain information that is both not material and of the type that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit, including any schedule hereto, to the SEC upon its request; however, the registrant may request confidential treatment of such unredacted copy. 8

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. December 17, 2024 /s/ Joshua S. Lev Joshua S. Lev Chief Financial Officer 9

View Full Filing

View this 8-K filing on SEC EDGAR