electroCore, Inc. Announces Closing of $9.3 Million Registered Direct Offering and Concurrent Private Placements Priced At Market Under Nasdaq Rules

Rhea-AI Summary

electroCore has closed a $9.3M registered direct offering and concurrent private placements. The offering includes 225,000 pre-funded warrants and 112,500 common stock warrants sold to institutional investors, plus 1,208,310 shares and 604,150 warrants sold in separate private placements. Each pre-funded warrant was priced at $6.43, exercisable at $0.001 per share, while shares were priced at $6.43 each. The total gross proceeds are $9.3M, with $5.645M from company directors and officers. Funds are earmarked for sales, marketing, working capital, and general purposes. CEO Dan Goldberger highlights strong revenue momentum and operational leverage, expecting positive cash flow by 2025.

Positive

• Successfully raised $9.3 million through a combination of registered direct offerings and private placements.
• Gross proceeds include significant investment from directors and officers, totaling approximately $5.645 million.
• Funds will be utilized for sales, marketing, working capital, and general corporate purposes, positioning the company for growth.
• CEO reports strong revenue momentum during the first two months of Q2 and expects positive cash flow by 2025.
• Warrants are immediately exercisable, providing potential future capital influx.

Negative

• The issuance of warrants and shares may lead to shareholder dilution.
• The company has yet to achieve positive cash flow from operations, projected to occur in 2025.
• High dependency on investor confidence, particularly from returning investors and company insiders.
• The offering is priced at market under Nasdaq rules, which may not provide a significant premium to current shareholders.
• Potential risks related to the allocation and effective use of the raised capital.

ROCKAWAY, N.J., June 06, 2024 (GLOBE NEWSWIRE) -- electroCore, Inc. (Nasdaq: ECOR) (“electroCore” or the “Company”), a commercial-stage bioelectronic medicine and wellness company, today announced the closing of its previously announced registered direct offering of 225,000 registered pre-funded warrants to purchase shares of common stock (the “registered pre-funded warrants”) to an institutional accredited investor; the concurrent private placement of unregistered common stock warrants to purchase up to 112,500 shares of common stock to the investor; and the separate private placement of an aggregate of 1,208,310 shares of common stock (or pre-funded warrants to purchase common stock) and common stock warrants to purchase up to an aggregate of 604,150 shares of common stock, to certain institutional and accredited investors and directors and officers of the Company.

All pre-funded warrants were sold at a purchase price of $6.43, minus $0.001 per pre-funded warrant, and are exercisable immediately at a price of $0.001 per share. All shares of common stock were sold at a purchase price of $6.43 per share. Each pre-funded warrant was sold together with one-half of one common stock warrant at a combined effective offering price of $6.4925, minus $0.001. Each share of common stock was sold together with one-half of one common stock warrant at a combined effective offering price of $6.4925. Each common stock warrant is immediately exercisable at a price of $6.43 per share and expires five years after issuance.

The aggregate gross proceeds to the Company from the issuance and sale of the securities described above is approximately $9.3 million, before deducting other offering expenses payable by electroCore. This included approximately $5.645 million provided by directors and officers of electroCore. The Company currently intends to use the anticipated net proceeds of approximately $9.0 million from these sales for sales and marketing, working capital and general corporate purposes. The issuance and sale of the securities described above were priced “at market” under the rules of the Nasdaq Capital Market.

Dan Goldberger, CEO of electroCore stated, “We appreciate the confidence of our returning investors. The Company’s revenue continued showing strong momentum during the first two months of the second quarter. I believe the business is demonstrating operating leverage, and that we have access to adequate cash to fund the business until we generate positive cash flow from operations in 2025.”

The registered pre-funded warrants were offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-262223), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2022, and declared effective by the SEC on January 25, 2022. The offering of such securities was made only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration statement. A final prospectus supplement and the accompanying base prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.

The offer and sale of the securities described herein, other than the registered pre-funded warrants, was not covered by a registration statement, and was made in transactions not involving a public offering, and such securities have not been registered in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder. The Company has agreed to register the shares of common stock issued in the private placements and the shares of common stock underlying the warrants issued in the private placement on a resale registration statement to be filed with the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About electroCore, Inc.

electroCore, Inc. is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. The Company’s focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets.

For more information, visit www.electrocore.com.

Forward-Looking Statements

This press release and other written and oral statements made by representatives of electroCore may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the intended use of net proceeds from the transactions described in this press release, statements regarding the Company’s cash flows and operating leverage or ability to raise additional capital if needed, electroCore’s business prospects and clinical and product development plans; its pipeline or potential markets for its technologies; the timing, outcome and impact of regulatory, clinical and commercial developments; business prospects around its prescription gammaCore product, general wellness Truvaga and TAC-STIM products, and other potential new products and markets, and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “believes,” “intends,” and other words of similar meaning, derivations of such words and the use of future dates. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to raise the additional funding needed to continue to pursue electroCore’s business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize gammaCore, TAC-STIM, and Truvaga, electroCore’s results of operations and financial performance, inflation and currency fluctuations, and any expectations electroCore may have with respect thereto, competition in the industry in which electroCore operates and overall economic and market conditions. Any forward-looking statements are made as of the date of this press release, and electroCore assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents electroCore files with the SEC available at www.sec.gov.

Contact:
ECOR Investor Relations
(973) 302-9253
investors@electrocore.com

FAQ

What is the total amount raised by electroCore (ECOR) in their recent offering?

electroCore raised $9.3 million through a combination of registered direct offerings and private placements.

How many shares and warrants were sold in electroCore's (ECOR) recent offering?

A total of 225,000 registered pre-funded warrants, 112,500 common stock warrants, 1,208,310 shares, and 604,150 warrants were sold.

At what price were electroCore (ECOR) shares and warrants offered?

Shares and pre-funded warrants were priced at $6.43 each, with warrants exercisable at $0.001 per share.

How much did electroCore (ECOR) raise from its directors and officers?

Directors and officers of electroCore contributed approximately $5.645 million.

What will electroCore (ECOR) use the raised funds for?

The funds will be used for sales, marketing, working capital, and general corporate purposes.

When does electroCore (ECOR) expect to achieve positive cash flow?

electroCore expects to generate positive cash flow from operations by 2025.