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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)
September
8, 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 |
|
NASDAQ
Capital Market |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Officers and Directors
On
September 8, 2026, the Board of Directors (the “Board”) of electroCore, Inc. (the “Company”) appointed Joshua
S. Lev, the Company’s Interim President, and Chief Financial Officer, as co-Chief Executive Officer and President of the Company.
Mr. Lev will continue to serve as Chief Financial Officer. On September 8, 2026, the Board also appointed Michael Fox, the Company’s
Chief Operating Officer, as co-Chief Executive Officer and President of the Company. Mr. Fox will continue to serve as Chief Operating
Officer. Additionally, each of Mr. Lev and Mr. Fox was appointed as a Class III member of the Board. In connection with the appointments,
the size of the Board was increased by resolution of the Board from six to eight members.
Except
as provided herein, there is no relationship or agreement between Mr. Lev or Mr. Fox and any other person pursuant to which either was
appointed as an officer or director of the Company and there is no family relationship between Mr. Lev or Mr. Fox and any of the Company’s
directors or executive officers. The Company is not aware of any transaction involving Mr. Lev or Mr. Fox which would require disclosure
under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”), other
than as set forth in this Current Report on Form 8-K.
Information
required by Items 401(b) and 401(e) of Regulation S-K regarding Mr. Lev and Mr. Fox is incorporated herein by reference to the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2026.
In
connection with the appointments described above, the Company entered into amendments to the existing employment offer letters
with each of Mr. Lev and Mr. Fox (the “Lev Offer Letter Amendment” and the “Fox Offer Letter Amendment,” respectively,
and together, the “Offer Letter Amendments”), effective as of September 8, 2026. The Offer Letter Amendments reflect the
new titles and responsibilities of Mr. Lev and Mr. Fox described above. Additionally, the Lev Offer Letter Amendment provides for an
increase in annual base salary from $470,000 to $540,000, and sets Mr. Lev’s target annual cash bonus at 50% of his base salary.
The Fox Offer Letter Amendment provides for an increase in Mr. Fox’s annual base salary from $505,000 to $540,000 and an increase
in his target annual cash bonus from 40% to 50% of his base salary. Additionally, pursuant to the Offer Letter Amendments, on September
8, 2026, the Compensation Committee of the Board (the “Compensation Committee”) recommended, and the Board approved
grants of 55,000 restricted stock units (“RSUs”) to each of Mr. Lev and Mr. Fox under the Company’s 2018 Omnibus Incentive
Equity Plan (the “Plan”). The RSUs vest in equal annual installments over three years from the date of grant, subject to
the recipient’s continued service with the Company through each applicable vesting date, and are otherwise subject to the standard
terms and conditions of the Company’s form of RSU award agreement under the Plan.
The
Offer Letter Amendments further provide that each of Mr. Lev and Mr. Fox is subject to the Company’s Severance Policy (as defined
below), and is treated as the “CEO” for all purposes of the Severance Policy.
Mr.
Lev’s original offer letter, dated January 29, 2020, as amended on September 3, 2024, was previously filed as an exhibit to the
Company’s Current Report on Form 8-K filed with the SEC on September 6, 2024. Mr. Fox’s offer letter, dated March 13, 2026,
was previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026. The foregoing
description of the Offer Letter Amendments does not purport to be complete and is qualified in its entirety by reference to the full
text of the Lev Offer Letter Amendment and the Fox Offer Letter Amendment, copies of which are filed as Exhibits 10.1 and 10.2 hereto
and are incorporated herein by reference.
Amended
and Restated Executive Severance Policy
On
September 8, 2026, the Compensation Committee recommended, and the Board approved, the Company’s Amended and
Restated Executive Severance Policy (the “Severance Policy”), which amends and restates the Company’s prior Executive
Severance Policy in its entirety.
The
principal changes to the Severance Policy include: (a) revising the definition of “Base Compensation” so that it means gross
base salary for all Participants (including the CEO), rather than the prior definition under which the CEO’s Base Compensation
included both salary and target bonus; (b) increasing the Change in Control ownership thresholds from 30% to 50% (for the acquisition
trigger in Section 2.07(a)(ii)) and from 40% to 50% (for the asset acquisition trigger in Section 2.07(a)(iv)); (c) for normal severance,
eliminating the separate CEO-specific provision (which provided for payment of one year’s Base Compensation including target bonus)
and adopting a single provision for all Participants providing for continued payment of Base Compensation (i.e., gross base salary) during
the applicable Severance Period; (d) for Change in Control severance, revising the CEO severance formula so that the CEO receives
a lump sum equal to one year’s Base Compensation plus the CEO’s target annual incentive bonus, multiplied by a 1.5x severance
multiple (other Participants receive one year’s Base Compensation multiplied by a 1.0x severance multiple); (e) eliminating the
six-month service requirement for the CEO’s pro-rated bonus under Section 4.04(b); and (f) making conforming changes throughout
to reflect the co-CEO structure. Capitalized terms used but not defined in this description of the Severance Policy are defined as
set forth in the Severance Policy.
The
foregoing summary of the Severance Policy does not purport to be complete and is qualified in its entirety by reference to the full text
of the Severance Policy, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 8, 2026, the Nominating and Governance Committee of the Board recommended, and the Board approved, the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which amend and restate the Company’s
Second Amended and Restated Bylaws in their entirety. The principal amendments include the following:
(i)
Advance Notice and Rule 14a-19 Compliance. The Amended and Restated Bylaws update the advance notice provisions to address the
SEC universal proxy rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Among
other things, the amendments (a) require nominating stockholders to make all Rule 14a-19 representations, including a commitment to solicit
holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors, within the existing
90-to-120-day advance notice window, (b) expressly provide that the bylaw timing requirements govern over any different timeline in Rule
14a-19 or Regulation 14A, (c) require nominating stockholders to provide documentary evidence of solicitation compliance no later than
five business days before the applicable meeting and upon any earlier request by the Company, (d) prohibit additional or
substitute nominations after the advance notice window closes, (e) cap the number of nominees a stockholder may submit at the number
of directors to be elected, (f) require nominating stockholders to promptly notify the Secretary of material changes in their solicitation
intentions or nominees, and (g) provide that the Company shall disregard any proxies or votes solicited for the nominees of any
stockholder who fails to comply with Rule 14a-19.
(ii)
Special Meeting Nominations. The Amended and Restated Bylaws extend all advance notice and Rule 14a-19 protections to director
nominations at special meetings, and clarify that stockholders may nominate directors at a special meeting only if director elections
are included in the Board’s notice of meeting.
(iii)
Officer Provisions. Among other changes, the Amended and Restated Bylaws authorize the Board to appoint one or more co-Chief Executive
Officers, and make conforming changes throughout.
(iv) Stockholder
Coordination and Group Disclosure. The Amended and Restated Bylaws expand the definition of “Proponent” in the
advance notice provisions to include any member of a “group” (as defined in Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder) of which a nominating stockholder or beneficial owner is a member with respect to any
securities of the Company, and any other person with whom such stockholder or beneficial owner has engaged in any coordination,
communication or common plan relating to the nomination or to the acquisition, holding, voting or disposition of any securities of
the Company. The Amended and Restated Bylaws also add new disclosure requirements for nominating stockholders, requiring the
disclosure of (a) any coordination, communication or common plan (whether formal or informal, written or oral) between or among any
Proponent and any other person with respect to the acquisition, holding, voting or disposition of any securities of the Company, or
the nomination or other business proposed to be brought before the meeting, including the identity of each such person and a
reasonably detailed description of such coordination, communication or common plan, and (b) a representation as to whether any
Proponent is, or at any time within the 12 months preceding the date of the notice has been, a member of a “group”
within the meaning of Section 13(d) of the Exchange Act with respect to any securities of the Company, together with, if applicable,
the identity of each other member of such group, the date the group was formed, the purpose of such group, and the aggregate number
and class of securities of the Company beneficially owned by the members of such group.
The
foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to
the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
September 8, 2026, the Company held its Annual Meeting (the “Annual Meeting”). The total number of shares of common stock,
par value $0.001 per share (the “Common Stock”), of the Company entitled to vote at the Annual Meeting was 9,015,885 and
there were present, in person or by proxy, 6,785,685 shares of Common Stock, which constituted a quorum for the Annual Meeting.
The matters voted upon and the results of the vote were as follows:
Proposal
1: Election of three Class II Directors to the Board for a three-year term of office expiring at the 2029 annual meeting of stockholders.
The
following directors were elected to a three-year term of office expiring at the 2029 annual meeting of stockholders:
| NOMINEE | |
FOR (#) | | |
FOR (%) | | |
WITHHELD | | |
WITHHELD (%) | | |
BROKER NON-VOTES | |
| Thomas J. Errico, M.D. | |
| 2,150,903 | | |
| 78.67 | | |
| 583,212 | | |
| 21.33 | | |
| 4,051,570 | |
| James C. Theofilos | |
| 2,107,580 | | |
| 77.08 | | |
| 626,535 | | |
| 22.92 | | |
| 4,051,570 | |
| Elena Bonfiglioli | |
| 2,094,785 | | |
| 76.62 | | |
| 639,330 | | |
| 23.38 | | |
| 4,051,570 | |
Proposal
2: Ratification of CBIZ CPAs P.C. (“CBIZ CPAs”) as Independent Registered Public Accounting Firm.
A
proposal to ratify the selection of CBIZ CPAs as the Company’s independent registered public accounting firm for its fiscal year
ending December 31, 2026, was adopted with the votes shown:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 6,676,653 | | |
| 21,032 | | |
| 88,000 | |
Proposal
3: Approval, by non-binding advisory vote, of the resolution approving named executive officer compensation.
The
compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| | 2,171,664 | | |
| 505,341 | | |
| 57,110 | | |
| 4,051,570 | |
Item
7.01. Regulation FD Disclosure.
On
September 9, 2026 the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment
of Co-CEOs. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item
7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific
reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| 3.1 |
|
Third Amended and Restated Bylaws |
| 10.1 |
|
Amendment to Offer Letter, dated September 8, 2026, by and between the Company and Joshua S. Lev |
| 10.2 |
|
Amendment to Offer Letter, dated September 8, 2026, by and between the Company and Michael Fox |
| 10.3 |
|
Amended and Restated Executive Severance Policy, effective as of September 8, 2026 |
| 99.1 |
|
Press Release dated September 9, 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. |
| |
|
| September
9, 2026 |
/s/
Joshua S. Lev |
| |
Chief Executive Officer, President and Chief Financial Officer |
Exhibit
99.1
electroCore,
Inc. Appoints Joshua Lev and Mike Fox as Co-Chief Executive Officers
Internal
leadership appointments reflect the Company’s confidence in two exceptional leaders whose complementary strengths will enhance
shareholder value
ROCKAWAY,
N.J., September 9, 2026 (GLOBE NEWSWIRE) — electroCore, Inc. (Nasdaq: ECOR), a commercial-stage bioelectronic medicine and
wellness company and leader in non-invasive vagus nerve stimulation technologies, today announced that it has appointed Joshua Lev and
Mike Fox as Co-Chief Executive Officers and members of the Board of Directors, effective September 8, 2026.
Following
a deliberate leadership and succession process, it became clear that both Joshua and Mike possess the judgment, experience, vision, and
leadership capabilities required of a Chief Executive Officer. The Company concluded that its strongest path forward was to bring their
distinct and complementary strengths together in a shared leadership structure.
“Throughout
this process, one thing became increasingly clear: we were not looking at one clear candidate but rather two,” said Thomas J. Errico,
M.D., Founder and Chairman of the Board of electroCore. “We were looking at two exceptional leaders, each with their unique qualities
and capabilities to lead our Company. Most importantly, we concluded that both had demonstrated their ability to collaborate with each
other in executing on the next phase of our strategy. Their individual strengths are significant, but together, their combined experience,
perspectives, and leadership capabilities create an opportunity to deliver more for our employees, customers, partners, and shareholders
than either could achieve alone.”
Mr.
Lev and Mr. Fox have each played important roles in the Company’s growth, and throughout the recent leadership transition. Mr.
Lev has been with the Company since 2020 holding multiple roles, most recently acting as the Interim President and Chief Financial Officer.
Mr. Fox joined the Company in April 2026 as the Chief Operating Officer to accelerate our commercial efforts. Together, they bring complementary
leadership styles and areas of expertise, combining Mr. Lev’s strategic vision, financial acumen, execution, and public markets
experience with Mr. Fox’s market development, commercial leadership, and organizational development.
The
Company believes this combination will enable it to move with greater perspective, speed, and effectiveness as it enters its next chapter,
as electroCore has already seen in the short time the executives have been working together.
“The
decision to appoint co-CEOs was not made simply to divide responsibilities,” Dr. Errico continued. “It was made because we
believe Josh and Mike make each other better. They challenge one another, build on each other’s ideas, and bring different perspectives
to the same opportunities and decisions. The result is a leadership partnership that is stronger together and positioned to create greater
value for the Company.”
In
their roles as Co-Chief Executive Officers, Mr. Lev and Mr. Fox will jointly lead the Company’s overall strategy, culture, performance,
and long-term growth. Their responsibilities will be structured to reflect their respective strengths while maintaining shared accountability
for the Company’s success.
Mr.
Lev will continue performing his current CFO responsibilities including strategy, accounting, financial planning and investor relations,
in addition to R&D, product development and regulatory functions. Mr. Fox will lead key commercial areas such as sales, marketing
and new market development for both our prescription and general wellness business lines. Both Co-CEOs will work in close partnership
with the Board of Directors and other members of the Company’s executive leadership team.
“This
is an exciting moment for electroCore,” said Joshua Lev. “I have enormous respect for Mike as a leader and the improvements
he has made to the commercial organization in such a short time. We bring different experiences and perspectives to the table, but we
share a deep commitment to this Company, our people, and the opportunities ahead. I believe our partnership will allow us to lead with
greater insight and accomplish even more together.”
Mike
Fox added: “We have an opportunity to build on what makes electroCore strong while bringing together two complementary approaches
to leadership and execution. Our shared goal is simple: to create greater value for the shareholders, move the Company forward, and help
our people and organization reach their full potential. I am honored to take on this responsibility alongside Josh.”
“Strong
organizations invest in identifying and developing leaders,” said Dr. Errico. “Today, we are fortunate to have two leaders
who have earned the confidence of the Board and the organization. We believe their partnership will strengthen our ability to innovate,
execute, and create lasting value as we move into the future.”
With
Mr.’s Lev and Fox serving as Co-Chief Executive Officers, electroCore will continue to focus on building out a pipeline of potential
indications, accelerating revenue growth, opening new commercial channels, and ultimately achieving positive adjusted EBITDA, while building
on its foundation of improving health and quality of life through innovative non-invasive bioelectronic technologies.
About
electroCore, Inc.
electroCore, Inc. is a bioelectronic technology company whose mission is to improve health and quality of life through
innovative non-invasive bioelectronic technologies. The Company’s two leading prescription products, gammaCore® non-invasive
vagus nerve stimulation (nVNS) and Quell® neurostimulator, treat chronic pain syndromes through non-invasive neuromodulation technology.
Additionally, the company commercializes its handheld, and personal use Truvaga™ and TAC-STIM™ nVNS products utilizing bioelectronic
technologies to promote general wellness and human performance.
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 electroCore’s business prospects and clinical and product development plans; its pipeline or potential
markets for its technologies; the timing, outcome and impact of management, regulatory, clinical and commercial developments; business
prospects around its commercial efforts in prescription gammaCore product, general wellness Truvaga and TAC-STIM products, Quell products,
and other potential new products and markets; revenue and Adjusted EBITDA guidance; the expected benefits of the shared leadership structure;
the Company’s future business strategies, growth opportunities, prospects, product development, and market expansion; and other
statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,”
“expects,” “believes,” “intends,” “may,” “potential,” 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 performance of cervical or auricular vagus nerve stimulation,
the ability of the Company to develop and commercialize new products or technologies, its ability to obtain regulatory clearance or approval
for new indications, the impact of the ongoing leadership and management transition, achieving positive adjusted EBITDA electroCore’s
results of operations and financial performance, inflation and currency fluctuations, and any expectations electroCore may have with
respect thereto, as well as 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
