electroCore, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38538
electroCore, Inc.
(Exact name of Registrant as specified in its Charter)
| Delaware | 20-3454976 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 200 Forge Way, Suite 205, Rockaway, NJ | 07866 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
**Registrant’s telephone number, including area code:(973) 290-0097 **
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 | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the Nasdaq Capital Stock Market on June 30, 2025 was $27,950,688.
The number of shares of Registrant’s Common Stock outstandingas of March 13, 2026 was 8,083,558.
Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors. | 14 |
| Item 1B. | Unresolved Staff Comments | 91 |
| Item 1C. | Cybersecurity | 91 |
| Item 2. | Properties | 93 |
| Item 3. | Legal Proceedings | 94 |
| Item 4. | Mine Safety Disclosures | 94 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 95 |
| Item 6. | [Reserved] | 95 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 96 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 103 |
| Item 8. | Financial Statements and Supplementary Data | 103 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 103 |
| Item 9A. | Controls and Procedures | 103 |
| Item 9B. | Other Information | 104 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 104 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 105 |
| Item 11. | Executive Compensation | 114 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 123 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 124 |
| Item 14. | Principal Accountant Fees and Services | 127 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 127 |
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under the heading “Risk Factors” contained in Item 1A of this Annual Report. In light of these risks, uncertainties and assumptions, actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Annual Report and you should not place undue reliance on these forward-looking statements.
Any forward-looking statements in this Annual Report reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
References to electroCore
In this Annual Report, unless otherwise stated or the context otherwise indicates, references to “ECOR,” “electroCore,” “the Company,” “we,” “us,” “our” and similar references refer to electroCore, Inc., a Delaware corporation and its wholly owned subsidiaries, including NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix” or “NURO”).
Risk Factor Summary
The following is a summary of certain important factors that may make an investment in our Company speculative or risky. You should carefully consider the full risk factor disclosure set forth in Item 1A of this Annual Report, in addition to the other information herein, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes.
| ● | We may be required to obtain additional funds in the future, and these funds may not be available on acceptable terms or at all. |
| ● | We have a limited history commercializing our Quell platform and our general wellness and human performance products in the United States for which market acceptance and commercial success are uncertain. |
| ● | We are subject to risks associated with the commercialization of our product offering through ecommerce marketplaces. |
| ● | We recently launched our next generation prescription gammaCore device under the brand gammaCore Emerald, and there can be no assurance that the new device will be well received or adopted, which may impact our financial results. |
| ● | Our products may require modifications and improvements, which may cause added expense and impact our financial results. |
| ● | We generate sales of TAC-STIM branded products through active-duty military and budgetary cuts or government shutdowns or strikes could negatively impact our financial results. |
| ● | Our potential revenue in the United States and the United Kingdom is substantially dependent on government funding arrangements and changes in governmental policy for such arrangements could cause material harm to our business. |
| ● | Unfavorable global economic conditions and government regulations, initiatives or policies could adversely affect our business, financial condition or results of operations. |
| ● | We derive a material portion of our revenue from a limited number of customers, and the loss of one or more of these customers could adversely impact our business, results of operations, and financial condition. |
| ● | We have a history of significant losses. If we do not achieve and sustain profitability, our financial condition could suffer. Our failure to become and remain profitable could negatively impact the results of our operations and your investment. |
| ● | We must demonstrate to patients, physicians and third-party payers the medical and economic benefits of our prescription products and therapies compared to those of our competitors or other available therapies and such comparisons may not be realizable. |
| ● | Our operating results may vary significantly from quarter to quarter because of seasonality, bulk orders, shipments to distributors or otherwise. |
| ● | If our competitors are better able to develop and market non-invasive pain treatments that are safer, more effective, less costly, easier to use, or otherwise more attractive than our products, our business and business prospects will be adversely impacted. |
| ● | Many of our competitors are large, well-established companies with substantially greater resources than us and have a long history of competing in the migraine or general wellness markets. |
| ● | Our international operations subject us to certain operating and compliance risks, which could adversely impact our results of operations and financial condition. |
| ● | We may not be able to establish, strengthen, or protect our brands. |
| ● | If we are unable to develop and retain an effective sales force, including retention of independent contractors, or if we are unable to attract additional independent contractors, our sales efforts may be adversely impacted. |
| ● | We may be held responsible for certain taxes or assessments and other obligations relating to the activities of our independent consultants, which could harm our financial condition and operating results. |
| ● | Our app-enabled products rely on third-party vendors for application development and management, resulting in a significant dependency on such vendors. |
| ● | Our supply chains are subject to disruption, unfavorable changes to prices or terms, or quality problems. |
| ● | Outside the United States, we rely on a single third-party distributor to effectively distribute the majority of our products. |
| ● | The regulatory environment governing information, cybersecurity, and privacy is increasingly demanding and continues to evolve. |
| ● | Cybersecurity risks and cyber incidents could result in the compromise of confidential data or critical data systems and give rise to potential harm to customers, remediation and other expenses, expose us to liability under HIPAA, consumer protection laws, or other common law theories, subject us to litigation and federal and state governmental inquiries, damage our reputation, and otherwise be disruptive to our business and operations. |
| ● | Failure to protect our information technology infrastructure against cyberattacks, network security breaches, service interruptions, or data corruption could significantly disrupt our operations and adversely affect our business and operating results. |
| ● | We are currently engaged in an intellectual property lawsuit which may be costly, time-consuming and, if adversely determined against us, could have a material adverse effect on our financial position and business operations. |
| ● | Our business is subject to extensive governmental regulation that makes it expensive and time consuming for us to bring our products to market in the United States and to expand the use of our prescription therapies to additional therapeutic indications, and to expand the reach of our general wellness initiatives. |
| ● | If we fail to maintain regulatory approvals and clearances, or are unable to obtain, or experience significant delays in obtaining FDA clearances, approvals or CE Certificates of Conformity for our future products or product enhancements, our ability to commercially distribute, market, and sell these products could suffer, and, if our general wellness products no longer fall under the scope of applicable FDA guidance, such products may be subject to additional and more comprehensive regulation and/or greater regulatory uncertainty, affecting our ability to commercially distribute, market, and sell such products in the ordinary course of business. |
| ● | We are subject to an active FTC Consent Order that remains in effect and is monitored by the FTC. |
| ● | Failure to meet Nasdaq’s continued listing standards could result in the delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets. |
| ● | We have identified a material weakness in our internal control over financial reporting and determined that our disclosure controls were not effective. If we are unable to remediate this material weakness, or if we experience additional material weaknesses in the future, we may not be able to accurately or timely report our financial condition or results of operations and investors may lose confidence in our financial reports and the market price of our common stock could be adversely affected. |
| ● | We do not currently intend to pay dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on the price of our common stock. |
| ● | Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid. |
| ● | Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall. |
| ● | The terms of our Loan and Security Agreement (the “Loan and Security Agreement”) with Avenue Venture Opportunities Fund II, L.P. (“Avenue”) require us to meet certain operating covenants and place certain restrictions on our operating and financial flexibility, and failure to meet these covenants could result in default of the Loan and Security Agreement. |
| ● | As a publicly traded company, we are subject to activist investors. |
Trademarks and Tradenames
The electroCore, gammaCore, Truvaga, TAC-STIM, NeuroMetrix, and Quell, names, logos, and other trademarks of electroCore, Inc. appearing in this Annual Report on Form 10-K are the property of electroCore, Inc. All other trademarks, service marks and trade names in this Annual Report on Form 10-K are the property of their respective owners. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this Annual Report on Form 10-K.
Market Data and Forecasts
Unless otherwise indicated, information in this Annual Report on Form 10-K concerning economic conditions, our industry, and our markets, including our general expectations and competitive position, market opportunity and market size, is based on a variety of sources, including information from independent industry analysts and publications, and/or our own estimates and research.
Our estimates are derived from industry and general publications, studies and surveys conducted by third parties, as well as data from our own internal research. These publications, studies and surveys generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information, and we have not independently verified industry data from such third-party sources. While we believe our internal research is reliable and that our internal estimates are reasonable, such research has not been verified by any independent source and our internal estimates are based on our good faith beliefs as of the respective dates of such estimates. We are responsible for all of the disclosure in this Annual Report on Form 10-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.