electroCore Inc
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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FY2024 · Filed Mar 12, 2025
ECOR$7.72+7.5%Stored close · as of Nov 10, 2026
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Item 16. Form 10-K Summary
Form 10-K Summary
| Exhibit Number | Description |
| 3.1 | Certificate of Incorporation of electroCore, Inc, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, as filed with the Commission on August 14, 2018. |
| 3.2 | Second Amended and Restated Bylaws of electroCore, Inc. incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with Commission on November 13, 2024. |
| 3.3 | Certificate of Designation of the Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on December 27, 2022. |
| 3.4 | Certificate of Elimination of the Series A Preferred Stock of the Company, dated March 3, 2023, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Commission on March 8, 2023. |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation, filed February 13, 2023, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on February 14, 2023. |
| 4.1* | Description of Securities |
| 4.2 | Form of Pre-Funded Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. |
| 4.3 | Form of Common Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. |
| 4.4 | Form of Pre-Funded Warrant (Private), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. |
| 4.5 | Form of Pre-Funded Warrant (Registered Direct), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. |
| 4.6 | Form of Common Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. |
| 10.1† | electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 as filed with the Commission on May 3, 2023. |
| 10.2† | Form of Employee Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Commission on March 8, 2023. |
| 10.3† | Form of Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Commission on March 8, 2023. |
| 10.4† | Form of Employee Restricted Stock Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.5† | Form of Non-Employee Director Inaugural Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.6† | Form of Non-Employee Director Inaugural Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.7† | Form of Non-Employee Director Inaugural Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.8† | Form of Non-Employee Director Annual Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.9† | Form of Non-Employee Director Annual Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.10† | Form of Non-Employee Director Annual Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.11† | Form of Indemnification Agreement between the Registrant and each of its executive officers and directors, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. |
| 10.12† | electroCore, Inc. Executive Severance Policy, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, as filed with the Commission on May 8, 2024. |
| 10.13† | electroCore, Inc. Non-Employee Director Compensation Policy, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-274199, as filed with the Commission on August 24, 2023. |
| 10.14 | Form of Series A Warrant, incorporated by reference to the Company's Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. . |
| 10.15† | Employment Offer Letter, dated as of September 26, 2019, between electroCore, Inc. and Daniel Goldberger, incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on October 2, 2019. |
| 10.16† | Brian Posner Employment Agreement, dated as of January 30, 2019, incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on March 12, 2019. |
| 10.17† | Amendment to Brian Posner Employment Agreement, dated as of August 8, 2019, incorporated by reference to the Company's Quarterly Report on Form 10-Q, as filed with the Commission on August 14, 2019. |
| 10.18 | Securities Purchase Agreement, dated as of July 31, 2023 (Registered Direct), incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on July 31, 2023. |
| 10.19 | Securities Purchase Agreement, dated as of July 31, 2023 (Private), incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on July 31, 2023. |
| 10.20† | Consulting Agreement by and between electroCore, Inc and Brian M. Posner, dated October 4, 2024, incorporated by reference to the Company's Quarterly Report on Form 10-Q, as filed with the Commission on November 13, 2024. |
| 10.21† | Offer Letter by and between the Company and Joshua Lev, dated as of January 29, 2020, incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on September 6, 2024. |
| 10.22† | Amendment to the Offer Letter by and between the Company and Joshua Lev, dated as of September 3, 2024, incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on September 6, 2024. |
| 10.23 | Form of Securities Purchase Agreement, dated as of June 3, 2024 (Registered Direct), incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on June 3, 2024. |
| 10.24 | Form of Securities Purchase Agreement, dated as of May 31, 2024 (Private), incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on June 3, 2024. |
| 10.25 | At The Market Offering Agreement, dated as of November 29, 2024, between H.C. Wainwright & Co., LLC and electroCore, Inc., incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on November 29, 2024. |
| 10.26 | Agreement and Plan of Merger dated December 17, 2024, by and among electroCore, Inc., Nexus Merger Sub Inc. and NeuroMetrix, Inc., incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on December 17, 2024. |
| 10.27 | Voting and Support Agreement, dated December 17, 2024, by and among electroCore, Inc., and the stockholders of NeuroMetrix, Inc. named therein, incorporated by reference to the Company's Current Report on Form 8-K, as filed with the Commission on December 17, 2024. |
| 10.28 | Consulting Agreement by and between electroCore, Inc. and F. Peter Cuneo, dated July 11, 2024, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on July 17, 2024. |
| 19.1* | electroCore, Inc. Insider Trading Policy. |
| 21.1* | List of subsidiaries of electroCore, Inc. |
| 23.1* | Consent of Marcum LLP |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Clawback Policy, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on March 13, 2024. |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
|---|
| ** | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of electroCore, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. |
|---|---|
| † | Indicates management agreement |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| electroCore, Inc. | ||
| Date: March 12, 2025 | By: | /s/ DANIEL S. GOLDBERGER |
|---|---|---|
| Daniel S. Goldberger | ||
| Chief Executive Officer and Director (Principal Executive Officer) | ||
| Date: March 12, 2025 | By: | /s/ JOSHUA S. LEV |
| Joshua S. Lev | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ F. Peter Cuneo | Chairman of the Board | March 12, 2025 |
| F. Peter Cuneo | ||
| /s/ Daniel S. Goldberger | Director | March 12, 2025 |
| Daniel S. Goldberger | ||
| /s/ Thomas J. Errico, M.D. | Director | March 12, 2025 |
| Thomas J. Errico, M.D. | ||
| /s/ John P. Gandolfo | Director | March 12, 2025 |
| John P. Gandolfo | ||
| /s/ Julie A. Goldstein | Director | March 12, 2025 |
| Julie A. Goldstein | ||
| /s/ Thomas M. Patton | Director | March 12, 2025 |
| Thomas Patton | ||
| /s/ Patricia Wilber | Director | March 12, 2025 |
| Patricia Wilber | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID # 688) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2024 and 2023 | F-3 |
| Consolidated Statements of Operations for the Years ended December 31, 2024 and 2023 | F-4 |
| Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2024 and 2023 | F-5 |
| Consolidated Statements of Equity for the Years ended December 31, 2024 and 2023 | F-6 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.