ECOR Form D: Rule 506(b) offering, 10,000 RSUs granted to Andy Brown

Rhea-AI Filing Summary

electroCore, Inc. filed a Form D as a new notice reporting a private securities offering under Rule 506(b). The issuer is a Delaware corporation headquartered in Rockaway, New Jersey. The filing indicates an indefinite offering with $0 sold to date and 0 investors so far. The filing discloses an inducement award: on September 10, 2025 Andy Brown was granted 10,000 restricted stock units (RSUs) outside existing plans under Nasdaq Listing Rule 5635(c)(4). The minimum investment is listed as $0, there are no sales commissions or finders fees reported, and the Form D was signed by CFO Joshua S. Lev on September 16, 2025. The company classified its industry as Other Health Care and identified issuer size as over $100,000,000.

Positive

• Inducement grant disclosed: 10,000 RSUs awarded to Andy Brown under Nasdaq Listing Rule 5635(c)(4), showing onboarding compensation was documented
• Clear regulatory basis: Offering claimed under Rule 506(b), providing the issuer with a recognized private-offering exemption
• No outside sales or fees: Filing reports $0 sold, 0 investors, and no sales commissions or finders' fees

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine Form D filing noting a compensatory inducement grant; limited investor-impact materiality.

The notice is primarily procedural. The key corporate action disclosed is a 10,000 RSU inducement grant to Andy Brown under Nasdaq rules, which is a standard mechanism to attract new executives or employees and is not an equity issuance recorded as sold in this filing. The use of Rule 506(b) signals a private offering restricted to accredited investors, and the filing shows no proceeds raised and no commissions paid, indicating no capital raise from outside investors occurred as of filing. Overall, this is a governance and compensation disclosure rather than a capital-raising event with immediate valuation impact.

Securities Filing Specialist

TL;DR: Administrative Form D with an inducement RSU grant; regulatory classification clear, no sales activity reported.

The Form D correctly identifies Rule 506(b) as the exemption and marks the offering as indefinite with $0 sold and zero current investors, consistent with an internal compensatory award rather than a traditional securities sale. The filing documents compliance steps including minimum investment, absence of broker compensation, and the signer authority. From a securities compliance standpoint, the filing appears straightforward and routine; it preserves the issuer's exempt offering notice obligations while disclosing the Nasdaq inducement grant as required.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001560258

ElectroCore, LLC

electroCore, LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

electroCore, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
electroCore, Inc.
Street Address 1		Street Address 2
200 FORGE WAY		SUITE 205
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ROCKAWAY	NEW JERSEY	07866	973-290-0097

3. Related Persons

Last Name	First Name	Middle Name
Goldberger	Daniel	S.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lev	Joshua	S.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gandolfo	John	P.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Errico	Thomas	J.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldstein	Julie	Ann
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wilber	Patricia
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Patton	Thomas	M.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Theofilos	James	C.
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bonfiglioli	Elena
Street Address 1	Street Address 2
c/o electroCore, Inc.	200 FORGE WAY, SUITE 205
City	State/Province/Country	ZIP/PostalCode
Rockaway	NEW JERSEY	07866

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Restricted Stock Units ("RSUs")

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

On September 10, 2025, Andy Brown was granted an award of 10,000 RSUs outside of the Company's existing equity compensation plans pursuant to an inducement grant under Nasdaq Listing Rule 5635(c)(4).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
electroCore, Inc.	/s/ Joshua S. Lev	Joshua S. Lev	Chief Financial Officer	2025-09-16

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did electroCore's Form D report about sales or proceeds (ECOR)?

The Form D reports $0 total amount sold to date and lists the offering as indefinite.

Under which exemption did electroCore (ECOR) claim its offering?

The filing claims an exemption under Rule 506(b) of Regulation D.

Did electroCore disclose any compensation or finder's fees in the offering?

No. The Form D reports $0 in sales commissions and $0 in finders' fees.

What equity award was disclosed in the Form D for electroCore (ECOR)?

On September 10, 2025 the company granted 10,000 RSUs to Andy Brown as an inducement award outside existing equity plans.

Who signed the Form D for electroCore and when?

The Form D was signed by Joshua S. Lev, Chief Financial Officer, on September 16, 2025.