electroCore, Inc. Files S-1/A Amendment

TL;DR

ECOR S-1/A filed - looks like they're still prepping for IPO.

AI Summary

electroCore, Inc. filed a Pre-Effective Amendment No. 1 to its Form S-1 Registration Statement on July 18, 2024. This filing relates to the registration of securities under the Securities Act of 1933. The company, incorporated in Delaware, is in the electromedical and electrotherapeutic apparatus industry, with its principal executive offices located in Rockaway, NJ.

Why It Matters

This S-1/A filing indicates electroCore, Inc. is moving forward with its public offering, potentially allowing investors to purchase shares in the company.

Risk Assessment

Risk Level: medium — S-1/A filings are part of the IPO process, which inherently carries risks related to market conditions, company performance, and regulatory approvals.

Key Numbers

• 333-280742 — SEC File Number (Identifies the specific registration statement)
• 20240718 — Filing Date (Date the amendment was submitted to the SEC)

Key Players & Entities

• electroCore, Inc. (company) — Registrant
• 333-280742 (dollar_amount) — SEC File Number
• 20240718 (date) — Filing Date
• Delaware (company) — State of Incorporation
• Rockaway, NJ (company) — Principal Executive Offices Location
• Daniel S. Goldberger (person) — Chief Executive Officer
• Ira L. Kotel, Esq. (person) — Agent for Service Contact

FAQ

Key Financial Figures

• $0.001 — mon Shares”) of our common stock, $0.001 par value per share (“Common Stoc
• $6.43 — ate of issuance at an exercise price of $6.43 per share (subject to adjustment as set
• $6.43 m — Warrant was sold at a purchase price of $6.43 minus $0.001 per Private Pre-Funded Warra
• $6.22 — rted sale price of our Common Stock was $6.22 per share. Investing in our Common Sto
• $6.4925 — a combined effective offering price of $6.4925 per share and related PIPE warrant. The
• $36.98 — at a weighted average exercise price of $36.98 per share; (ii) 924,000 shares of our C
• $4.54 — at a weighted average exercise price of $4.54 per share; (iii) 422,000 shares of our

Filing Documents

• e663788_s1a-electrocore.htm (S-1/A) — 232KB
• e663788_ex23-2.htm (EX-23.2) — 2KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001193805-24-000942.txt ( ) — 239KB

USE OF PROCEEDS

USE OF PROCEEDS 9 MARKET INFORMATION 9 DIVIDEND POLICY 9 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 9 SELLING SECURITYHOLDERS 11

DESCRIPTION OF SECURITIES THAT THE SELLING SECURITYHOLDERS ARE OFFERING

DESCRIPTION OF SECURITIES THAT THE SELLING SECURITYHOLDERS ARE OFFERING 16 PLAN OF DISTRIBUTION 19 EXPERTS 21 LEGAL MATTERS 21 WHERE YOU CAN FIND MORE INFORMATION 21 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 22 1 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”). Under this registration statement, the selling securityholders may sell from time to time in one or more offerings the Common Shares described in this prospectus. We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding to invest in our Common Stock. We have not authorized anyone to provide you with information other than the information that we have provided or incorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our Common Stock. Our business, financial condition and results of operations may have changed since those dates. Unless otherwise stated, all references in this prospectus to “we,” “us,” “our,” “electroCore,” the “Company” and similar designations re

forward-looking statements are qualified in their entirety by these cautionary statements

forward-looking statements are qualified in their entirety by these cautionary statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of such statements, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. You should also read carefully the factors described in the “Risk Factors” section of this prospectus, and under a similar heading in any annual, periodic or current report incorporated by reference into this prospectus, to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements. You are advised to consult any further disclosures we make on related subjects in our future public filings. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” 3 PROSPECTUS SUMMARY This summary highlights certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information that you should consider before making an investment decision. For a more complete understanding of our company, you should read and consider carefully the more detailed information included or incorporated by reference in this prospectus and any applicable prospectus supplement, including our consolidated financial statements and the notes thereto, and the factors under the heading “Risk Factors“ beginning on p

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares of our Common Stock by the selling securityholders. To the extent the Warrants are exercised for cash, if at all, we will receive the exercise price of the Warrants. See “Use of Proceeds” on page 9 of this prospectus for a more detailed discussion. Offering Price The selling securityholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. Nasdaq Capital Market Symbol ECOR

Risk Factors

Risk Factors See “Risk Factors“ beginning on page 9, for a discussion of factors you should carefully consider before deciding to invest in our Common Stock. (1) The number of shares of our Common Stock that will be outstanding after this offering is based on 6,446,866 shares of our Common Stock outstanding as of June 15, 2024 (before giving effect to potential exercise of the Private Pre-funded Warrants and Private Warrants to purchase 1,486,769 shares of Common Stock issued to the selling securityholders on June 5, 2024 in connection with the Registered Direct Offering and concurrent private placements are excluded as of that date: (i) 498,000 shares of our Common Stock reserved for issuance upon the exercise of outstanding options at a weighted average exercise price of $36.98 per share; (ii) 924,000 shares of our Common Stock reserved for issuance upon the exercise of outstanding warrants at a weighted average exercise price of $4.54 per share; (iii) 422,000 shares of our Common Stock reserved for issuance upon settlement of restricted and deferred stock units; (iv) 613,314 shares of our Common Stock reserved for issuance upon the exercise of earlier issued pre-funded warrants; and (v) up to 225,000 shares of Common Stock issuable upon exercise of the RD Pre-Funded Warrants. The selling securityholders named in this prospectus may offer and sell up to 1,924,960 shares of Common Stock including 1,486,769 shares of Common Stock which are issuable upon exercise of the Private Pre-funded Warrants and Warrants. Each selling securityholder is prohibited, subject to certain exceptions and by the determination of the holder, from exercising the RD Pre-Funded Warrants, Private Pre-funded Warrants, and Warrants to the extent that immediately prior to or after giving effect to such exercise, the selling securityholder, together with its affiliates and other attribution parties, would own in excess of 4.99% (or 9.99% at the election of the holder prior to t

RISK FACTORS

RISK FACTORS Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks described in Part I, Item 1A, Risk Factors in our most recent Annual Report on Form 10-K, together with the other information set forth in this prospectus, and in the other documents that we include or incorporate by reference into this prospectus, as updated by our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings we make with the SEC, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), making a decision about investing in our Common Stock. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. For more information, see the section entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” Please also read carefully the section entitled &ldqu

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