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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
January
20, 2026
electroCore,
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38538 |
|
20-3454976 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
200
Forge Way, Suite 205
Rockaway,
NJ 07866
(Address
of principal executive offices and zip code)
(973)
290-0097
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, Par Value $0.001 Per Share |
|
ECOR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
January 20, 2026, electroCore, Inc. (the “Company”) issued a press release providing a business update, including select
unaudited preliminary financial guidance for the three and 12 months ended December 31, 2025. A copy of the press release is filed herewith
as Exhibit 99.1.
Additionally,
the executive officers of the Company have several upcoming presentations to representatives of investors and analysts. The presentation
includes the select unaudited preliminary financial estimates for the three and 12 months ended December 31, 2025. The officers intend
to use the material filed as Exhibit 99.2 herewith, in whole or in part, as part of those presentations.
The
selected financial results in Exhibits 99.1 and 99.2 are based on preliminary unaudited information and management estimates, are not
a comprehensive statement of the Company’s financial results for either the fourth quarter or fiscal year ended December 31, 2025
and are subject to change. Such changes may be material. Our independent registered public accounting firm has not conducted an audit
or review of and does not express an opinion or provide any other form of assurance with respect to, these preliminary results.
The
information furnished in this Item 2.02 of this Current Report on Form 8-K, Exhibit 99.1, and Exhibit 99.2, each attached hereto, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in
this Item 2.02 of this Current Report on Form 8-K, Exhibit 99.1, and Exhibit 99.2, shall not be incorporated by reference into any filing
with the Securities and Exchange Commission (the “SEC”) made by the Company, whether made before or after the date hereof,
except as shall be expressly set forth by reference in such filing.
The
financial information set forth in this Current Report on Form 8-K, Exhibit 99.1, and Exhibit 99.2 reflects the Company’s current
preliminary financial estimates, is subject to the completion of its audit process, and is subject to change. The Company’s fourth
quarter and full year ended December 31, 2025 results could differ materially from the preliminary estimates provided in this Current
Report on Form 8-K. Investors are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s
estimates only as of the date of this Current Report on Form 8-K. Investors should refer to the “Risk Factors” section of
the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2025, as updated and supplemented
by its other SEC reports filed from time to time, for a discussion of important factors that may cause actual results to differ materially
from those expressed or implied by these forward-looking statements. Given these risks, uncertainties and other factors, many of which
are beyond the Company’s control, investors are cautioned not to place undue reliance on these forward-looking statements. The
Company undertakes no obligation to publicly release the results of any revision or update of the forward-looking statements, except
as required by law.
Item
7.01. Regulation FD Disclosure.
The
information set forth under Item 2.02, “Results of Operations and Financial Condition,” is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press release dated January 20, 2026. |
| 99.2 |
|
Investor
Presentation dated January 20, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
| |
|
| January
20, 2026 |
/s/
Joshua S. Lev |
| |
Joshua
S. Lev |
| |
Chief
Financial Officer |
