ElectroCore (ECOR) Sees 13D Filing Amendment

TL;DR

ECOR: 13D filing amended by Theofilos Charles Steve. Ownership change.

AI Summary

Theofilos Charles Steve filed an amendment (No. 1) to Schedule 13D for electroCore, Inc. on June 5, 2024. This filing indicates a change in beneficial ownership of the company's common stock. Theofilos Charles Steve's mailing address is listed as 300 Village Square Xing, Suite 102, Palm Beach, FL 33410.

Why It Matters

Schedule 13D filings are important as they disclose significant changes in beneficial ownership, potentially signaling shifts in control or investment strategy for the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in a major shareholder's stake, which can lead to increased volatility and potential strategic shifts for the company.

Key Numbers

• 20240607 — Filing Date (Date of the Schedule 13D/A filing)

Key Players & Entities

• Theofilos Charles Steve (person) — Filing person making amendment
• electroCore, Inc. (company) — Subject company
• Jay H. Knight (person) — Authorized to receive notices
• Barnes & Thornburg LLP (company) — Legal representative

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $4.35 — of Common Stock at an exercise price of $4.35 per share; (iii) 770,119 Prefunded Comm
• $6.43 — of Common Stock at an exercise price of $6.43 per share. The terms of the Warrants p
• $5 million — e Placement was made using an aggregate $5 million of personal funds of the Reporting Pers
• $6.4924 — a combined effective purchase price of $6.4924. Other than the foregoing, none of the

Filing Documents

• ecor_13da.htm (SC 13D/A) — 94KB
• image0.jpg (GRAPHIC) — 1KB
• 0000908834-24-000163.txt ( ) — 97KB

Identity and Background

Item 2. Identity and Background This Amendment hereby amends and restates Item 2 of the Prior Schedule 13D in its entirety as follows: " (a) This Schedule 13D is being filed by: (i) Charles Steve Theofilos, M.D. (" Dr. Theofilos "); (ii) Kathryn Theofilos (" Mrs. Theofilos "); and (iii) Happy Holstein Management, LLC (" HH Management "). Dr. Theofilos, Mrs. Theofilos, and HH Management are together referred to herein as the "Reporting Persons." (b) The principal business address of each of the Reporting Persons is 300 Village Square Crossing, Suite 102, Palm Beach Gardens, FL 33410. (c) Dr. Theofilos is a retired neurosurgeon who founded The Spine Center in Palm Beach Gardens, FL in 1996. He also founded and serves as President of Theo Concepts, LLC and Founder of The Theo Group, a family office. Mrs. Theofilos is President/CEO of The Theo Group, a family office, and an attorney and manager-member of Theofilos Law, P.L. The principal business of HH Management is that of a personal asset-holding and -management company. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is (f) Dr. Theofilos and Mrs. Theofilos are both citizens of the United States of America. HH Management is a limited liability company organized under the laws of the State of Florida."

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration This Amendment hereby amends and supplements Item 3 of the Prior Schedule 13D by adding the following thereto: "HH Management's acquisition of the June 2024 Prefunded Warrants and June 2024 Warrants (each as further described in Item 5 below) in the June 2024 Private Placement was made using an aggregate $5 million of personal funds of the Reporting Persons."

Purpose of Transaction

Item 4. Purpose of Transaction This Amendment hereby amends and restates Item 4 of the Prior Schedule 13D in its entirety as follows: "The disclosure set forth in Item 5 and 6 below is hereby incorporated by reference in this Item 4. The Reporting Persons acquired the shares of Common Stock and Warrants for investment purposes. On December 8, 2023, Dr. Theofilos was appointed as a Class III member of the Board of Directors of the Issuer. Although no Reporting Person has any specific plan or proposal to acquire, transfer or dispose of shares of Common Stock or other securities of the Issuer, consistent with its investment purpose, each Reporting Person at any time and from time to time may (subject to the terms of any applicable Issuer policy regarding transactions in Issuer securities by directors of the Issuer) acquire additional shares of Common Stock or other securities of the Issuer or transfer or dispose of any or all of its shares of Common Stock or other securities of the Issuer, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the Common Stock and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. None of the Reporting Persons has made a determination regarding a maximum or minimum number of shares of Common Stock or other securities of the Issuer which it may hold at any point in time. Consistent with their investment purpose and subject to any applicable confidentiality obligations, one or more Reporting Persons or their representatives may engage in communications regarding the Issuer with other persons, including, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board of Directors of the Issuer. Such communications may relate, without limitation, to the Issuer's strategy, operations, capital structure, corpor

Interest in Securities of the Company

Item 5. Interest in Securities of the Company This Amendment hereby amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows: "(a)-(b). The ownership information set forth herein is calculated based upon the 6,006,064 shares of Common Stock outstanding as of May 1, 2024, as reported in the Issuer's Form 10-Q filed with the SEC on May 8, 2024, as adjusted and approximated for the issuance of shares of Common Stock in the June 2024 Private Placement. The Reporting Persons calculate that there are 6,444,255 shares of Common Stock outstanding as so adjusted and approximated. Person Total Shares Of Common Stock Beneficially Owned Percent of Common Stock Sole Voting Power Shared Voting Power Sole Power to Dispose Shared Power to Dispose Charles Steve Theofilos, M.D. 418,713 (1) 6.5% 332,740 85,973 332,740 85,973 Kathryn Theofilos 317,302 (2) 4.9% 8,556 308,746 8,556 308,746 Happy Holstein Management, LLC 215,841 (3) 3.3% 0 215,841 0 215,841 (1) Includes: (a) 326,437 shares of Common Stock held by Dr. Theofilos directly pursuant to a self-directed IRA; (b) 6,303 shares of Common Stock that have been issued to Dr. Theofilos upon the vesting of Deferred Stock Units; and (c) 85,973 shares of Common Stock held in a joint account with Mrs. Theofilos. (2) Includes: (a) 8,556 shares of Common Stock held by Mrs. Theofilos directly; (b) 85,973 shares of Common Stock held in a joint account with Dr. Theofilos; (c) 153,168 shares of Common Stock held by Happy Holstein, LLLP, of which HH Management is the general partner, of which Mrs. Theofilos is the manager; (d) 790 shares of Common Stock held by MCKT, LLC, of which Mrs. Theofilos is the manager; (e) 6,142 shares of Common Stock held by Dr. and Mrs. Theofilos's adult children, over which Mrs. Theofilos shares voting and dispositive power; and (f) 62,673 shares of Common Stock for which Warrants held by HH Management are exercisable within the next 60 days. Exc

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following thereto: "The disclosure set forth in Items 3, 4 and 5 above is hereby incorporated by reference in this Item 6. June 2024 Purchase Agreement On June 5, 2024, HH Management purchased from the Issuer in the June 2024 Private Placement (i) June 2024 Prefunded Warrants to purchase up to 770,119 shares of Common Stock and (ii) June 2024 Warrants to purchase up to 385,059 shares of Common Stock. Such purchases were effected pursuant to a Securities Purchase Agreement, dated as of May 31, 2024 (the " June 2024 Purchase Agreement "), among the Issuer, HH Management, and the other parties thereto. The June 2024 Purchase Agreement contains customary terms and conditions. The foregoing description of the June 2024 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of June 2024 Purchase Agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on June 3, 2024 and is hereby incorporated herein by reference. June 2024 Prefunded Warrants Pursuant to the June 2024 Purchase Agreement, on June 5, 2024 the Issuer issued to HH Management June 2024 Prefunded Warrants entitling the holder thereof to purchase up to 770,119 shares of Common Stock at an exercise price of $0.001 per share, subject to adjustment as provided therein. The June 2024 Prefunded Warrants are immediately exercisable subject to the terms thereof and expire on the date they have been exercised in full. The foregoing description of the June 2024 Prefunded Warrants does not purport to be complete and is qualified in its entirety by reference to the form of June 2024 Prefunded Warrant, a copy of which was filed by the Issuer as Exhibit 4.3 to the Issuer's Form 8-K filed with the SEC on June 3, 2024

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto: "There is filed herewith as Exhibit 5 the Form of Securities Purchase Agreement, dated as of May 31, 2024 (Private), incorporated by reference to the copy thereof filed as Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on June 3, 2024. There is filed herewith as Exhibit 6 the Form of Pre-funded Warrant (Private), incorporated by reference to Exhibit 4.3 to the Issuer's Form 8-K filed with the SEC on June 3, 2024. There is filed herewith as Exhibit 7 the Form of Common Warrant, incorporated by reference to Exhibit 4.2 to the Issuer's Form 8-K filed with the SEC on June 3, 2024." Page 7 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 7, 2024 Dr. Charles Theofilos /s/ Dr. Charles Theofilos Kathryn Theofilos /s/ Kathryn Theofilos Happy Holstein Management, LLC /s/ Kathryn Theofilos Name: Kathryn Theofilos Title: Manager Page 8 of 9 Pages EXHIBIT INDEX 1. Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on July 31, 2023)* 2. Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Issuer on July 31, 2023)* 3. Securities Purchase Agreement, dated as of July 31, 2023 (Registered Direct) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on July 31, 2023)* 4. Joint Filing Agreement, dated December 18, 2023, entered into by Dr. Charles Theofilos, Kathryn Theofilos and Happy Holstein Management, LLC* 5. Form of Securities Purchase Agreement, dated as of May 31, 2024 (Private) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on

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