electroCore (ECOR) investors report 9.9% stake and 1.55M-share warrant position

Rhea-AI Filing Summary

electroCore, Inc. received an updated Schedule 13G/A (Amendment No. 3) from Charles Steve Theofilos, M.D., his spouse Kathryn Theofilos, and Happy Holstein Management, LLC. The reporting group beneficially owns 938,523 shares of Common Stock, including 375,000 shares issuable upon exercise of presently exercisable warrants held by Happy Holstein Management, LLC. This position represents 9.9% of the Common Stock, calculated using 9,015,885 shares outstanding as of July 31, 2026 plus the 375,000 warrant shares. Happy Holstein Management, LLC alone reports beneficial ownership of 528,168 shares, or 5.9% of the class. In total, HH Management holds warrants for 1,551,777 shares, but 1,176,777 shares underlying these warrants are excluded from current beneficial ownership because the warrants may not be exercised above a 9.99% Beneficial Ownership Limitation.

Key Figures

Group beneficial ownership: 938,523 shares Group ownership percentage: 9.9% HH Management beneficial ownership: 528,168 shares +5 more

8 metrics

Group beneficial ownership 938,523 shares Total shares beneficially owned by the Reporting Persons

Group ownership percentage 9.9% Percent of electroCore Common Stock beneficially owned by the Reporting Persons

HH Management beneficial ownership 528,168 shares Shares beneficially owned by Happy Holstein Management, LLC

HH Management ownership percentage 5.9% Percent of electroCore Common Stock beneficially owned by HH Management

Shares outstanding 9,015,885 shares Common Stock outstanding as of July 31, 2026

Total warrants held by HH Management 1,551,777 shares Aggregate shares underlying warrants held by HH Management

Warrant shares included 375,000 shares Shares issuable upon exercise of presently exercisable warrants counted in beneficial ownership

Warrant shares excluded 1,176,777 shares Shares underlying warrants excluded due to Beneficial Ownership Limitation

Key Terms

Beneficial Ownership Limitation, pre-funded warrants, common warrants, beneficially owned

4 terms

Beneficial Ownership Limitation regulatory

"warrants may not be exercised if the holder... would beneficially own more than 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

pre-funded warrants financial

"113,314 pre-funded warrants purchased by HH Management in July 2023"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

common warrants financial

"283,285 common warrants purchased by HH Management in July 2023"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

beneficially owned regulatory

"The beneficial ownership of the amounts for the Reporting Persons include 375,000 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What ownership stake in electroCore (ECOR) do the Theofilos group and HH Management report?

The reporting group discloses beneficial ownership of 938,523 electroCore shares, representing 9.9% of the Common Stock. This includes both directly held shares and 375,000 shares issuable upon exercise of presently exercisable warrants.

How many electroCore (ECOR) shares does Happy Holstein Management, LLC alone beneficially own?

Happy Holstein Management, LLC reports beneficial ownership of 528,168 electroCore shares, equal to 5.9% of the outstanding Common Stock. This total includes both Common Stock and 375,000 shares issuable upon exercise of currently exercisable warrants.

What is the Beneficial Ownership Limitation described for electroCore (ECOR) warrants?

The warrants held by HH Management include a 9.99% Beneficial Ownership Limitation. They may not be exercised if doing so would cause the holder and its affiliates to beneficially own more than 9.99% of electroCore’s outstanding Common Stock.

How many electroCore (ECOR) shares are outstanding for the ownership calculation in this Schedule 13G/A?

The reported ownership percentages are based on 9,015,885 electroCore Common shares outstanding as of July 31, 2026, plus 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management.

What is the total warrant position in electroCore (ECOR) held by Happy Holstein Management, LLC?

HH Management holds warrants exercisable for an aggregate of 1,551,777 electroCore shares. Of these, 375,000 shares are counted in current beneficial ownership, while 1,176,777 shares are excluded due to the 9.99% Beneficial Ownership Limitation.

How are the electroCore (ECOR) shares allocated among the Theofilos family and related entities?

The 938,523 shares reflect holdings by Charles Theofilos, Kathryn Theofilos, a joint account, The CST Family Trust, Happy Holstein, LLLP, MCKT, LLC, and 375,000 warrant shares held by Happy Holstein Management, LLC.

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Available on EDGAR 08/13/2026 - 04:20 PM Accepted by SEC EDGAR 08/13/2026 - 04:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

electroCore, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Theofilos Charles Steve

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 938,523.00
7	Sole Dispositive Power
8	Shared Dispositive Power 938,523.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

938,523.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares reported in rows 6, 8 and 9 above include (i) 313,851 shares of Common Stock owned by Charles Theofilos, (ii) 6,056 shares of Common Stock owned by Charles Theofilos' spouse, Kathryn Theofilos, (iii) 61,439 shares of Common Stock held in a joint account between Charles Theofilos and Kathryn Theofilos, (iv) 28,219 shares of Common Stock held by The CST Family Trust, (v) 153,168 shares of Common Stock held by Happy Holstein, LLLP, of which Happy Holstein Management, LLC ("HH Management") is the general partner, of which Kathryn Theofilos, Dr. Theofilos' spouse, is the manager, (vi) 790 shares of Common Stock held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos, Dr. Theofilos' spouse, is the manager, and (vii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management. Excludes 1,176,777 shares of Common Stock issuable upon exercise of warrants held by HH Management due to a 9.99% beneficial ownership limitation. See Item 4 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 11 above is based on (i) 9,015,885 shares of Common Stock outstanding as of July 31, 2026, as described in the issuer's Form 10-Q filed with the SEC on August 6, 2026 and (ii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Kathryn Theofilos

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 938,523.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 938,523.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

938,523.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares reported in rows 6, 8 and 9 above include (i) 6,056 shares of Common Stock owned by Kathryn Theofilos, (ii) 313,851 shares of Common Stock owned by Kathryn Theofilos' spouse, Charles Theofilos, (iii) 61,439 shares of Common Stock held in a joint account between Charles Theofilos and Kathryn Theofilos, (iv) 28,219 shares of Common Stock held by The CST Family Trust, (v) 153,168 shares of Common Stock held by Happy Holstein, LLLP, of which HH Management is the general partner, of which Kathryn Theofilos is the manager, (vi) 790 shares of Common Stock held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos is the manager, and (vii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management. Excludes 1,176,777 shares of Common Stock issuable upon exercise of warrants held by HH Management due to a 9.99% beneficial ownership limitation. See Item 4 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 11 above is based on (i) 9,015,885 shares of Common Stock outstanding as of July 31, 2026, as described in the issuer's Form 10-Q filed with the SEC on August 6, 2026 and (ii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management.

SCHEDULE 13G

CUSIP No.

1

Names of Reporting Persons

Happy Holstein Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 528,168.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 528,168.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

528,168.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The shares reported in rows 6, 8 and 9 above include (i) 153,168 shares of Common Stock held by Happy Holstein, LLLP, of which HH Management is the general partner and (ii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management. Excludes 1,176,777 shares of Common Stock issuable upon exercise of warrants held by HH Management due to a 9.99% beneficial ownership limitation. See Item 4 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 11 above is based on (i) 9,015,885 shares of Common Stock outstanding as of July 31, 2026, as described in the issuer's Form 10-Q filed with the SEC on August 6, 2026 and (ii) 375,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: electroCore, Inc.
(b)	Address of issuer's principal executive offices: 200 FORGE WAY, SUITE 205, ROCKAWAY, NEW JERSEY, 07866.
Item 2.
(a)	Name of person filing: The names of the reporting persons are (i) Charles Steve Theofilos, M.D., (ii) Kathryn Theofilos, Dr. Theofilos' spouse, and (iii) Happy Holstein Management, LLC ("HH Management"), a Florida limited liability company of which Kathryn Theofilos is the manager (collectively, the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business address of the Reporting Persons is 300 Village Square Crossing, Suite 102, Palm Beach Gardens, FL 33410.
(c)	Citizenship: Each of Charles Theofilos and Kathryn Theofilos are citizens of the United States. HH Management is organized in Florida.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.:
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of the cover pages for the Reporting Persons. Beneficial Ownership Limitation: As of the date of this Schedule 13G Amendment No. 3, HH Management holds warrants exercisable for an aggregate of 1,551,777 shares of Common Stock (the "Warrants"). The Warrants consist of: (i) 113,314 pre-funded warrants purchased by HH Management in July 2023; 283,285 common warrants purchased by HH Management in July 2023; (iii) 770,119 pre-funded warrants purchased by HH Management in June 2024; and (iv) 385,059 common warrants purchased by HH Management in June 2024. As noted in their terms, the Warrants may not be exercised if the holder, together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, would beneficially own more than 9.99% of the issuer's outstanding shares of Common Stock (the "Beneficial Ownership Limitation"). The foregoing description of the Warrants is qualified by the full text of such form of warrants which are attached as exhibits to this Schedule 13G Amendment No. 3. The beneficial ownership of the amounts for the Reporting Persons include 375,000 shares of Common Stock issuable upon exercise of Warrants held by HH Management. The amounts exclude 1,176,777 shares of Common Stock underlying Warrants held by HH Management that are not currently exercisable due to the Beneficial Ownership Limitation.
(b)	Percent of class: See Row 11 of the cover pages for the Reporting Persons.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of the cover pages for the Reporting Persons.
	(ii) Shared power to vote or to direct the vote: See Row 6 of the cover pages for the Reporting Persons.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of the cover pages for the Reporting Persons.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of the cover pages for the Reporting Persons.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Theofilos Charles Steve

Signature:	/s/ Charles Theofilos
Name/Title:	Charles Theofilos
Date:	08/13/2026

Kathryn Theofilos

Signature:	/s/ Kathryn Theofilos
Name/Title:	Kathryn Theofilos
Date:	08/13/2026

Happy Holstein Management, LLC

Signature:	/s/ Kathryn Theofilos
Name/Title:	Kathryn Theofilos, Manager
Date:	08/13/2026