[SCHEDULE 13G/A] electroCore, Inc. SEC Filing

Rhea-AI Filing Summary

Sensei Biotherapeutics, Inc. (SNSE) announced, via an Item 3.01 Form 8-K, that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The Nasdaq Listing Qualifications Staff confirmed that SNSE’s common stock maintained a closing bid of at least $1.00 for ten consecutive business days (17 June – 1 July 2025). As a result, the prior deficiency notice has been closed and the threat of delisting has been removed.

This resolution eliminates near-term listing risk, restores eligibility for index inclusion and institutional ownership mandates tied to national exchange status, and reduces investor concern over potential liquidity constraints. However, compliance depends on SNSE’s ability to keep its share price above the threshold; any sustained drop below $1.00 could trigger a new notice. The filing contains no new operational or financial data and does not alter the company’s underlying fundamentals.

Positive

• Regained Nasdaq compliance under Rule 5550(a)(2), removing imminent delisting risk.
• Improved liquidity and investor perception by maintaining national exchange status.

Negative

• Share-price fragility remains; any fall below $1.00 could renew deficiency.
• Event does not address operational fundamentals or cash needs.

Insights

Securities Analyst

TL;DR: Nasdaq closes delisting threat; liquidity and investor confidence improve, but price must stay above $1.

The lift of the bid-price deficiency is materially positive for SNSE as it removes a technical overhang that can suppress trading volumes and deter institutional holders. Retention of Nasdaq listing preserves access to capital markets and potential inclusion in small-cap indices. The event does not address core clinical or cash-runway challenges; share price stability remains the key variable. Overall, the action is modestly accretive to sentiment rather than fundamentals.

Corporate Governance Expert

TL;DR: Compliance restored, governance risk lowered; vigilance required to prevent future bid-price breaches.

Regained compliance signals effective board oversight in resolving exchange deficiencies, minimizing reputational and governance risk. Continued adherence will require proactive investor-relations outreach and potential corporate actions (reverse split, capital raise) if market pressure resurfaces. No changes to control structure or reporting obligations were disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

electroCore, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

28531P103

(CUSIP Number)

07/04/2025

(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)

SCHEDULE 13G

CUSIP No. 28531P103

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 358,557.00
6	Shared Voting Power 85,973.00
7	Sole Dispositive Power 358,557.00
8	Shared Dispositive Power 85,973.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

444,530.00

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)

6.0 %

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 85,973 shares of Common Stock held in a joint account between Charles Theofilos and Kathryn Theofilos. The percentage in row 11 above is based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the Issuer's Form 10-Q filed with the SEC on May 7, 2025.

SCHEDULE 13G

CUSIP No. 28531P103

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 8,556.00
6	Shared Voting Power 389,931.00
7	Sole Dispositive Power 8,556.00
8	Shared Dispositive Power 389,931.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

398,487.00

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)

5.3 %

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) 85,973 shares of Common Stock held in a joint account between Charles Theofilos and Kathryn Theofilos, (ii) 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 is the manager, (iii) 790 shares of Common Stock held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos is the manager, and (iv) 150,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management. Excludes 1,401,777 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) 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the issuer's Form 10-Q filed with the SEC on May 7, 2025 and (ii) 150,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management.

SCHEDULE 13G

CUSIP No. 28531P103

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 303,168.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 303,168.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

303,168.00

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)

4.0 %

12

Type of Reporting Person (See Instructions)

OO

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 HH Management and (ii) 150,000 shares of Common Stock issuable upon exercise of presently exercisable warrants held by HH Management. Excludes 1,401,777 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) 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the issuer's Form 10-Q filed with the SEC on May 7, 2025 and (ii) 150,000 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). Explanatory note: The Reporting Persons initially reported their beneficial ownership of the issuer on Schedule 13G filed with the SEC on December 7, 2023, and subsequently reported their beneficial ownership on Schedule 13D with the SEC on December 18, 2023, as amended on June 7, 2024. Upon the Reporting Person's eligibility to again report their beneficial ownership on Schedule 13G, the Reporting Persons filed a Schedule 13G with the SEC on March 24, 2025. The Reporting Persons subsequently reported their beneficial ownership on Schedule 13D with the SEC on May 14, 2025 (the Schedule 13D) upon losing eligibility to report their beneficial ownership on Schedule 13G. On July 4, 2025, the Reporting Persons determined that pursuant to Rule 13d-1(h), the Reporting Persons are each eligible to again report their beneficial ownership of the issuer on Schedule 13G. This Schedule 13G Amendment No. 2 is being filed to (i) reflect the Reporting Persons' determination that they are now eligible to report on Schedule 13G, rather than Schedule 13D, and (ii) remove James Theofilos as a reporting person. Accordingly, this Schedule 13G Amendment No. 2 shall amend and supersede the Schedule 13D.
(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.: 28531P103
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: Charles Theofilos beneficially owns 444,530 shares of Common Stock. Kathryn Theofilos beneficially own 398,487 shares of Common Stock. HH Management beneficially owns 303,168 shares of Common Stock. As of the date of this Schedule 13G Amendment No. 2, 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. 2. The beneficial ownership of the amounts for Kathryn Theofilos and HH Management above include 150,000 shares of Common Stock issuable upon exercise of Warrants held by HH Management. The amounts exclude 1,401,777 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: Charles Theofilos beneficially owns 6.0% of the issuer's Common Stock. Kathryn Theofilos beneficially owns 5.3% of the issuer's Common Stock. HH Management beneficially owns 4.0% of the issuer's Common Stock. The percentages are based on (i) 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the issuer's Form 10-Q filed with the SEC on May 7, 2025, and (ii) 150,000 shares of Common Stock issuable upon exercise of warrants held by Happy Holstein
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Charles Theofilos has sole power to vote or to direct the vote with respect to 358,557 shares of Common Stock. Kathryn Theofilos has sole power to vote or to direct the vote with respect to 8,556 shares of Common Stock. HH Management has no sole power to vote or to direct the vote with respect to the issuer's shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: Charles Theofilos has shared power to vote or to direct the vote with respect to 85,973 shares of Common Stock. Kathryn Theofilos has shared power to vote or to direct the vote with respect to 389,931 shares of Common Stock. HH Management has shared power to vote or to direct the vote with respect to 303,168 shares of Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: Charles Theofilos has sole power to dispose or to direct the disposition with respect to 358,557 shares of Common Stock. Kathryn Theofilos has sole power to dispose or to direct the disposition with respect to 8,556 shares of Common Stock. HH Management has no sole power to dispose or to direct the disposition with respect to the issuer's shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: Charles Theofilos has shared power to dispose or to direct the disposition with respect to 85,973 shares of Common Stock. Kathryn Theofilos has shared power to dispose or to direct the disposition with respect to 389,931 shares of Common Stock. HH Management has shared power to dispose or to direct the disposition with respect to 303,168 shares of Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. 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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. 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:	07/09/2025

Kathryn Theofilos

Signature:	/s/ Kathryn Theofilos
Name/Title:	Kathryn Theofilos
Date:	07/09/2025

Happy Holstein Management, LLC

Signature:	/s/ Kathryn Theofilos
Name/Title:	Kathryn Theofilos, Manager
Date:	07/09/2025

Exhibit Information

Form of 2023 Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the issuer on July 31, 2023: https://www.sec.gov/Archives/edgar/data/1560258/000119380523001031/e618813_ex4-1.htm Form of 2023 Common Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the issuer on July 31, 2023: https://www.sec.gov/Archives/edgar/data/1560258/000119380523001031/e618813_ex4-2.htm Form of 2024 Pre-funded Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by the issuer on June 3, 2024: https://www.sec.gov/Archives/edgar/data/1560258/000119380524000740/e663679_ex4-3.htm Form of 2024 Common Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the issuer on June 3, 2024: https://www.sec.gov/Archives/edgar/data/1560258/000119380524000740/e663679_ex4-2.htm Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on December 7, 2023): https://www.sec.gov/Archives/edgar/data/1560258/000090883423000171/13g_theofolisex.htm

FAQ

Why did Sensei Biotherapeutics (SNSE) file this Form 8-K?

To disclose that Nasdaq confirmed SNSE has regained compliance with the $1.00 minimum bid-price rule.

What is Nasdaq Listing Rule 5550(a)(2)?

It requires a company’s common stock to maintain a minimum closing bid price of $1.00 for continued listing on the Nasdaq Capital Market.

How did SNSE regain compliance?

SNSE’s shares closed at or above $1.00 for 10 consecutive business days (17 Jun–1 Jul 2025), satisfying Nasdaq’s cure criteria.

Does this filing affect SNSE’s financial outlook?

No financial metrics were disclosed; the filing solely addresses listing status, not operational performance.

Could SNSE face delisting again?

Yes. If the bid price falls below $1.00 for 30 consecutive business days, Nasdaq may issue a new deficiency notice.