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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
30, 2025
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
8.01. Other Events.
Private
Placement
On
September 30, 2025, electroCore, Inc. (the “Company”) entered into securities purchase agreements with certain institutional
and accredited investors (the “Private Agreements”), which collectively provided for the sale by the Company of 360,737 shares
(the “Private Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”).
The
Private Shares were issued at a price of $5.145 per share, in satisfaction of certain outstanding obligations for legal fees owed
by the Company to the investors. The Company did not receive cash proceeds in connection with the issuance of these shares.
The
offerings described above (collectively, the “Offering”) closed on October 2, 2025. The Private Shares are not
registered under the Securities Act of 1933, as amended (the “Securities Act”). The Private Shares were issued in
reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder, for transactions not involving a public offering. The Company agreed to file a registration statement with the
Securities Exchange Commission to cover the resale of the Private Shares, and to cause such registration statement to become
effective by the 90th calendar day following the date of the closing of the Offering.
The
Private Agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. Pursuant
to the Private Agreements, the Company also agreed to indemnify the purchasers against certain liabilities, including liabilities under
the Securities Act and liabilities arising from breaches of representations and warranties contained in the Private Agreements.
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. |
| |
|
| October
3, 2025 |
/s/
Joshua S. Lev |
| |
Joshua
S. Lev |
| |
Chief
Financial Officer |
