electroCore, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
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
ECOR$7.25-17.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-12.
0001213900-25-023259
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-19.
0001493152-26-011636
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 64 current paragraphs.
26 unchanged; 18 reworded; 19 added; 23 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
electroCore is a bioelectronic technology company whose mission is to improve health and quality of life through innovative non-invasive bioelectronic technologies. Our two leading commercial products are gammaCore non-invasive vagus nerve stimulation, or nVNS, and Quell Fibromyalgia, or Quell. We also sell our Truvaga and TAC-STIM products, which are handheld, personal-use consumer products, developed to promote general wellness and human performance.
Current report
We believe that our proprietary nVNS technology, which works through a variety of mechanistic pathways including the modulation of neurotransmitters, and Quell for chronic pain are designed to address many of the limitations of traditional non-invasive approaches.
Current report
Our business generates revenues from the sale of prescription medical devices and non-prescription wellness products in the United States and select overseas markets. We have two principal product categories:
Current report
The United States Department of Veteran Affairs comprised 71.2% of our revenue during the year ended December 31, 2025. The majority of our 2025 sales were made pursuant to our qualifying Federal Supply Schedule, or FSS, contract which has an expiry date of June 14, 2030, as well as open market sales to individual facilities within the government channels. Our prescription gammaCore and Quell Fibromyalgia devices are also made available to the government channel through our relationship with Lovell and its qualifying FSS, GSA, DAPA, and ECAT contract.
Current report
Demand for prescription devices in the U.S. is driven by clinical data and our increased presence in the field. Our sales efforts are primarily in the government channel broadly, and specifically to our largest customer, the VA, pursuant to our FSS contract and/or through our relationship with Lovell and its qualifying FSS, GSA, DAPA, and ECAT contracts. Our sales force is comprised of an internal sales team of territory business managers who manage outside commission only sales agents and sub reps. In addition, we have a small team of dedicated resources seeking to accelerate adoption in managed care systems.
Current report
Sales to the NHS in the United Kingdom are made under the U.K. MedTech Funding Mandate, or MTFM, for cluster headache (CH) and comprised 4.4% of our revenue during the year ended December 31, 2025. In 2026, we plan on continuing to use this program.
Current report
Demand for prescription devices outside the U.S. is driven by similar factors, including the strength of our clinical and health economic data. Our sales efforts are primarily focused on headache specialists, and specifically, for cluster headache patients.
Current report
We sell our general wellness products direct-to-consumer through our ecommerce site, www.truvaga.com, and through select Truvaga retail and marketplace partners, including Best Buy and Rehabmart. We also partner with organizations such as Ben Greenfield Life, Perks at Work, True Medicine and a growing number of affiliates and influencers who promote Truvaga and support awareness and customer acquisition through promotional partnerships.
Current report
Quell OTC is a wearable neuromodulation technology FDA cleared for Over the Counter (OTC) sales direct-to-consumer for chronic lower extremity pain. Quell OTC is no longer commercially available; however, replacement electrodes continue to be sold to existing Quell OTC customers. Although we may choose to relaunch the Quell OTC product in the direct-to-consumer business channel in the future, there can be no assurance that we will do so successfully, or at all.
Current report
On September 30, 2025, we entered into securities purchase agreements with certain institutional and accredited investors (the “Private Agreements”), which collectively provided for the sale by us of 360,737 shares (the “Private Shares”) of common stock of the Company, par value $0.001 per share. The Private Shares were issued at a price of $5.145 per share in satisfaction of an aggregate of approximately $1.856 million of legal services rendered or to be rendered to the Company by the investors. We did not receive cash proceeds in connection with the issuance of these shares.
Current report
The offerings described above closed on October 2, 2025. The Private Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions not involving a public offering. On October 3, 2025, the Company filed a registration statement on Form S-3 (File No. 333-290713) with the SEC to cover the resale of the Private Shares, which registration statement became effective on October 22, 2025.
Current report
On August 4, 2025 (the “LSA Closing Date”), we, and our wholly owned subsidiary, NURO, each as borrowers, entered into a Loan and Security Agreement (the “Loan and Security Agreement”), with Avenue Venture Opportunities Fund II, L.P. (“Avenue”), as administrative agent and collateral agent, and as lender, that is secured by a lien on substantially all of our assets, including a negative pledge on intellectual property, subject to limited exceptions, pursuant to the Loan and Security Agreement. The Loan and Security Agreement provides for term loans in an aggregate principal amount of up to $12.0 million (the “Loan Amount”) to be delivered in two tranches (the “Term Loans”). The tranches consist of (i) a term loan advanced to the Company on the LSA Closing Date in an aggregate principal amount of $7.5 million (“Tranche 1”), and (ii) subject to the achievement of certain performance milestones set forth in the Loan and Security Agreement, a right of the Company to request that Avenue make additional term loan advances to the Company in an aggregate principal amount of up to $4.5 million (“Tranche 2”), which right expired on December 31, 2025.
Current report
Selling, general and administrative expense of $38.2 million for the year ended December 31, 2025 increased by $7.0 million compared to $31.2 million for the previous year. Sales and marketing increased $4.3 million from the prior year. The increase in sales and marketing was primarily driven by $3.8 million of variable expenses, which contributed to a $6.9 million increase in sales. General and administrative expense increased $2.7 million from the prior year. This increase was primarily driven by $0.8 million in legal fees primarily associated with business development activities, $0.5 million in bad debt expense associated with one customer, $0.3 million investment in IT systems, and $0.2 million of increased transaction fees associated with increased sales.
Current report
Other (income) expense of $0.8 million for the year ended December 31, 2025 increased $1.0 million as compared to the full year ended December 31, 2024. The increase was primarily attributable to non-recurring expenses, including a $0.5 million change in estimated liability payable to pre-closing shareholders of NURO pursuant to the CVR Agreement entered into in connection with our acquisition of NURO, and interest associated with the convertible term debt financing with Avenue. Other income for the year ended December 31, 2024 of $0.2 million consisted primarily of interest income.
Current report
(Provision) Benefit from Income Taxes
Current report
Net cash provided by financing activities for the year ended December 31, 2025 was $7.6 million which was primarily attributable to the net proceeds from the convertible term debt financing with Avenue.
Current report
We have experienced significant net losses, and we expect to continue to incur net losses for the near future as we work to increase market acceptance of our products. We have never been profitable and we have incurred net losses and negative cash used in operations in each year since our inception. We incurred net losses of $14.0 million and $11.9 million, and used cash in our operations of $8.2 million and $6.9 million for the years ended December 31, 2025 and 2024, respectively.
Current report
We have historically funded our operations with the proceeds of equity and debt financings. During the year ended December 31, 2025, we received net proceeds of approximately $0.2 million from sales of equity securities pursuant to the Sales Agreement and $7.5 million which was advanced by Avenue pursuant to the Loan and Security Agreement. In addition, we entered into securities purchase agreements with certain institutional and accredited investors, which collectively provided for the sale by the Company of 360,737 shares of common stock of the Company. The shares were issued at a price of $5.15 per share in satisfaction of an aggregate of approximately $1.9 million of legal services rendered or to be rendered to the Company by the investors. The Company did not receive cash proceeds in connection with the issuance of these shares.
Current report
During the year ended December 31, 2025, we sold 14,265 shares of our common stock at a weighted average price of $15.20 per share, net of issuance costs for $0.2 million in net proceeds, pursuant to the Sales Agreement. Principal repayments under the Loan and Security Agreement are scheduled for $2.5 million in 2027, $3.0 million in 2028 and $2.3 million in 2029 (inclusive of a final payment fee of 3.5% of the loan amount). SeeNote 10 – Long-Term Debt in the consolidated financial statements for additional details of our long-term debt.
Removed paragraphs (23)
Previous report
Note: Information concerning the shares of our common stock and related share prices in this Item 7 has been adjusted to reflect the 1-for-15 reverse split of our common stock that was made effective on February 15, 2023. (See, “Item 8 – Notes to consolidated financial statements – Note 2 - Basis of Presentation”).
Previous report
electroCore is a bioelectronic medicine and general wellness company dedicated to improving health and quality of life through our proprietary non-invasive vagus nerve stimulation (“nVNS”) technology platform and related product offerings.
Previous report
nVNS modulates neurotransmitters through its effects on both the peripheral and central nervous systems. Our nVNS treatment is delivered through a proprietary high-frequency burst waveform that safely and comfortably passes through the skin and stimulates therapeutically relevant fibers in the vagus nerve. Various scientific publications suggest that nVNS works through a variety of mechanistic pathways including the modulation of neurotransmitters.
Previous report
Historically, vagus nerve stimulation or VNS, required an invasive surgical procedure to implant a costly medical device. This has generally limited VNS from being used by anyone other than the most severe patients. Our non-invasive medical devices and general wellness products are self-administered and intended for regular or intermittent use over many years.
Previous report
Our capabilities include product development, regulatory affairs and compliance, sales and marketing, product testing, electromechanical assembly, fulfillment, and customer support. We derive revenues from the sale of products in the United States and select overseas markets. We havetwo principal product categories:
Previous report
We believe our nVNS products may be used in the future to effectively treat additional medical conditions.
Previous report
Our flagship gammaCore Sapphire is a prescription medical device that is FDA cleared for a variety of primary headache conditions. gammaCore is available by prescription only and Sapphire is a portable, reusable, rechargeable and reloadable personal use option for patients to use at home or on the go. Prescriptions are written by a health care provider and dispensed from a specialty pharmacy, through the patient’s healthcare system, or shipped directly to certain patients in the United States from our facility in Rockaway, NJ. After the initial prescription is filled, access to additional therapy can be refilled for certain of our gammaCore products through the input of a prescription-only authorization.
Previous report
We offer two versions of our Truvaga products for the support of general health and wellbeing. Truvaga 350 is a personal use consumer electronics general wellness product and Truvaga Plus, which was launched in April 2024, is our next generation, app-enabled general wellness product. Neither product requires a prescription and is available direct-to-consumer from electroCore atwww.truvaga.com or through online retailers such as Amazon.com. TAC-STIM handset is a form of nVNS for human performance and has been developed in collaboration with the United States Department of Defense Biotech Optimized for Operational Solutions and Tactics, or BOOST program. TAC-STIM handsets are available as a Commercial Off the Shelf (COtS) solution to professional organizations and are the subject of ongoing research and evaluation within the United States Air Force Special Operations Command, the United States Army Special Operations Command and at the United States Air Force Research Laboratory.
Previous report
The VA comprised 70.6% of our revenue during the year ended December 31, 2024. The majority of our 2024 sales were made pursuant to our qualifying contract under the FSS, which was secured by us in December 2018, as well as open market sales to individual facilities within the government channels. The initial term of our FSS contract was scheduled to expire on January 15, 2024. On January 5, 2024, we obtained a modification to the initial contract, temporarily extendingthe term from January 15, 2024, to March 14, 2024, and subsequently extended the term to June 14, 2025, while the U.S. Department of Veteran Affairs VA Federal Supply Schedule Service reviews our follow-on offer application for a replacement contract. Although we continue to work with the appropriate government personnel to replace our FSS contract, there can be no assurance that the VA will accept our follow-on application to replace our contract which may limit or eliminate our ability to sell certain gammaCore products into the government channel pursuant to our qualifying FSS contract or individual facilities that utilize our FSS contract number for open market purchases.
Previous report
In August 2023, we signed a non-exclusive distribution agreement with Lovell Government Services, or Lovell, providing Lovell the right to list and distribute certain gammaCore products into the federal market. Lovell is a Service-Disabled Veteran-Owned Small Business (SDVOSB) offering medical and pharmaceutical goods and services to federal healthcare providers. Listing products with Lovell is intended to streamline the sales process to a variety of government procurement channels through Lovell’s compliance with contracting regulations and its provision of logistical solutions connected directly into government contracting portals, all of which are intended to help government agencies meet their SDVOSB procurement goals. Customers for these vehicles are federal healthcare systems such as the Veterans Health Administration (VHA, which includes the VA), the Military Health System (MHS), and Indian Health Services (IHS), which we believe serve up to approximately 21 million patients combined.
Previous report
Between November 2023 and January 2024, certain gammaCore products were added to the FSS, the DoD’s Distribution and Pricing Agreement (DAPA), GSA Advantage, and Defense Logistics Agency’s ECAT system procurement portals through the Lovell contract vehicles, enabling the purchase of gammaCore products within the government channel and throughout the federal markets, including, but not limited to, the VA. The gammaCore products offered through Lovell provide government customers with similar product configuration options to those currently sold through our existing FSS contract and open market sales made directly to individual VA facilities. We expect a portion of our U.S. 2025 sales of gammaCore to continue to be made pursuant to qualifying FSS, GSA, DAPA, ECAT contracts and open market sales to individual VA facilities. Our sales function in this channel is comprised of employees and an increasing number of independent contractors.
Previous report
Sales under the UK Med Tech Funding Mandate, or MTFM, for CH in the UK comprised 6.6% of our revenue during the year ended December 31, 2024. In 2025, we plan on continued use of this program. In 2023, NHS granted a two-year extension in which our prescription gammaCore therapy will continue to be listed in the NHS catalogue. This extension is through March 17, 2026, with an option for us to extend an additional two years. In 2025, we expect NICE to review the guidance document and any changes in recommendation or pricing may adversely impact our ability to work with NHS England on the MTFM program and could have an adverse impact on our financial results. We continue to utilize distribution partners to commercialize our nVNS technology in selected territories outside the United States and United Kingdom.
Previous report
We believe there may be significant opportunities beyond thesetwo areas. Specifically, we believe there may be a large commercial opportunity for our gammaCore medical device with additional insurance covered lives, cash pay, physician dispense, and direct-to consumer approaches, along with wellness and human performance propositions through our Truvaga and TAC-STIM handsets. Therefore, we will continue our investments to expand our efforts in these channels and markets in 2025.
Previous report
On December 17, 2024, we entered into a definitive agreement to acquire NURO. NURO is a commercial stage healthcare company that develops and commercializes neurotechnology devices to address unmet needs in the chronic pain market through its Quell® platform: a wearable, app and cloud-enabled neuromodulation platform that is indicated for the treatment of fibromyalgia symptoms (Quell Fibromyalgia) and lower-extremity chronic pain (Quell 2.0). The transaction does not include NURO’s Japan-related DPNCheck® technology and business, which are expected to be divested by NURO prior to closing of the transaction. Consummation of the transaction is subject to approval by holders of at least a majority of the outstanding shares of NURO common stock entitled to vote on the merger, and the filing with the SEC of NURO’s Form 10-K with respect to the fiscal year ended December 31, 2024, in addition to other closing conditions.
Previous report
The common stock purchase warrants became exercisable immediately upon issuance at an exercise price of $6.43 per share and will expire five years after the date of issuance. Each pre-funded warrant became immediately exercisable upon issuance at an exercise price of $0.001 per share.
Previous report
The net proceeds to the Company resulting from the registered direct offering and concurrent private placements was approximately $9.0 million, after deducting the placement agent fees and expenses, and other offering expenses payable by the Company, and excluding the proceeds, if any, from the potential exercise of the common stock purchase warrants sold in the concurrent private placements. The registered pre-funded warrants were offered and sold by the Company pursuant the 2022 Shelf Registration Statement.
Previous report
In connection with a registered direct offering and concurrent private placement with certain institutional and accredited investors, on July 31, 2023, we issued and sold an aggregate of 1,062,600 shares of common stock, 613,314 pre-funded common stock purchase warrants that were exercisable upon issuance and warrants to purchase up to an aggregate of 837,955 shares of common stock. Pursuant to a private placement on the same date with six of the Company’s officers and directors, we issued and sold 169,968 shares of common stock and warrants to purchase up to an aggregate of 84,982 shares of common stock. The combined effective offering price of the securities sold pursuant to these transactions was $4.4125 per share of common stock and related warrant to purchase one-half of a share of common stock. The common stock purchase warrants became exercisable as of February 2, 2024, at a price of $4.35 per share and will expire five years after they become exercised. The net proceeds to the Company resulting from the registered direct offering and concurrent private placements was approximately $7.5 million, after deducting the placement agent fees and expenses, and other offering expenses payable by the Company, and excluding the proceeds, if any, from the potential exercise of the common stock purchase warrants sold in the concurrent private placements.
Previous report
Selling, general and administrative expense of $31.2 million for the year ended December 31, 2024 increased by $4.0 million compared to $27.2 million for the previous year. This increase was primarily due to our greater variable selling and marketing costs consistent with our increase in sales. In 2025, we plan on continuing to make targeted investments in sales and marketing to support our commercial efforts, particularly around sales and marketing efforts across all major U.S. channels.
Previous report
Other (income) expense of $183,000 for the year ended December 31, 2024 increased by $66,000 from prior year due to increased interest income offset by non-recurring expenses associated with the termination of a financing agreement and transaction expenses with the NURO transaction.
Previous report
Benefit from Income Taxes
Previous report
Net cash provided by financing activities for the year ended December 31, 2023 was $7.5 million which was attributable to (i)a registered direct offering and concurrent private placement closed on August 2, 2023 with certain institutional and accredited investors pursuant to which we issued and sold an aggregate of 1,062,600 shares of common stock,613,314 pre-funded common stock purchase warrants that are exercisable upon issuance, and warrants to purchase up to an aggregate of 837,955 shares of common stock and (ii) a concurrent private placement closed on August 2, 2023 with certain of the Company's officers and directors pursuant to which we issued and sold 169,968 shares of common stock and warrants to purchase up to an aggregate of 84,982 shares of common stock. The combined effective offering price of the securities sold pursuant to these transactions was $4.4125 per share of common stock and related warrant to purchase one-half of a share of common stock. The common stock purchase warrants became exercisable as of February 2, 2024 at a price of $4.35 per share and expire five years from the date of issuance.
Previous report
In 2025, we intend to continue to make targeted investments in sales and marketing to continue driving commercial activities. We have historically funded our operations from the sale of our common stock and may continue through utilization of the ATM facility orother equity or debt transactions if needed. As of March 6, 2025, the Company had approximately $19.78 million of ATM Shares remaining available for issuance under the Sales Agreement.
Reworded paragraphs (18)
Previous wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current wording
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous wording
Youshould read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Annual Report, including those set forth under Item1A. “Risk Factors” and under “Forward-Looking Statements” in this Annual Report.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Annual Report, including those set forth under Item 1A. “Risk Factors” and under “Forward-Looking Statements” in this Annual Report.
Previous wording
Our goal is to be a leader in non-invasive neuromodulation to deliver better health. To achieve this, we offer multiple propositions:
Current wording
Our goal is to be a leader in non-invasive bioelectronic technologies delivering better health. To achieve this, we offer multiple propositions:
Previous wording
Our two largest customers by revenue are the United States Department of Veterans Affairs and United States Department of Defense, or VA, and the United Kingdom National Health Service or NHS utilizing our FDA cleared and CE marked product, gammaCore.
Current wording
Our two largest customers by revenue are the United States Department of Veterans Affairs and United States Department of Defense, or VA, and the United Kingdom National Health Service or NHS, both utilizing prescription products under qualifying agreements.
Previous wording
We are exploring strategies to make our TAC-STIM product available to other branches of the active-duty military, first responders, elite athletes and certain human performance professionals in the United States and abroad. Our TAC-STIM product is not a medical device and is not intended to diagnose, cure, mitigate, prevent, or treat a disease or condition.
Current wording
We sell the TAC-STIM handset for human performance as a COtS solution to active duty military and professional organizations. We are exploring strategies to make our TAC-STIM product available to other branches of the active-duty military, first responders, elite athletes and certain human performance professionals in the United States and abroad.
Previous wording
We face a variety of challenges and risks that we will need to address and manage as we pursue our strategies, including our ability to develop and retain an effective sales force, achieve market acceptance of our gammaCore medical device among clinicians, patients, and third-party payers, expand the use of our gammaCore medical device to additional therapeutic indications, and to develop our nascent wellness and human performance business including the planned launch of Truvaga Plus, our next generation app-enabled device under the Truvaga brand.
Current wording
We face a variety of challenges and risks that we will need to address and manage as we pursue our strategies, including our ability to develop and retain an effective sales force, achieve market acceptance of our medical devices among clinicians, patients, and third-party payers, expand the use of our bioelectronic technology to additional therapeutic indications, and to develop our nascent wellness and human performance business including the continued commercialization of Truvaga Plus, our app-enabled device under the Truvaga brand, and direct-to-consumer Quell OTC, a non-prescription product for lower extremity pain.
Previous wording
On January 24, 2025, we filed a Form S-3 registration statement (with an amendment filed on January 31, 2025), or the 2025 Shelf Registration Statement, with the SEC, for the potential offering and issuance from time to time of common stock, preferred stock, warrants, rights, debt securities and units, up to an aggregate amount of $100 million. The 2025 Shelf Registration Statement is currently under review by the SEC. The proposed maximum offering price per unit and the proposed maximum aggregate offering price per class of security in any future offering under the 2025 Registration Statement will be determined from time to time by us in connection with the issuance by us of the securities registered under the 2025 Shelf Registration Statement. As of December 31, 2024, we have approximately $46.2 million remaining for potential issuance under the 2022 Shelf Registration Statement (as defined below). If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. The 2022 Shelf Registration Statement expires on the earlier of July 24, 2025 and the effectiveness under the Securities Act of the 2025 Registration Statement.
Current wording
On July 24, 2025, our Form S-3 registration statement (File No. 333-284477), or the 2025 Shelf Registration Statement, was declared effective by the SEC. The 2025 Shelf Registration Statement relates to the potential offering and issuance from time to time of common stock, preferred stock, warrants, rights, debt securities and units, up to an aggregate amount of $100.0 million. The proposed maximum offering price per unit and the proposed maximum aggregate offering price per class of security in any future offering under the 2025 Shelf Registration Statement will be determined from time to time by us in connection with the issuance by us of the securities registered under the 2025 Shelf Registration Statement. As of the date of this Annual Report, we have $100.0 million remaining for potential issuance under the 2025 Shelf Registration Statement (including $19.8 million under the Sales Agreement (as defined below)). As of the date of this Annual Report on Form 10-K,, the aggregate market value of our securities held by non-affiliates may be below $75 million, and until such time as the aggregate market value of our securities held by non-affiliates equals or exceeds $75 million, the aggregate maximum offering price of all securities issued by us in any given 12-calendar month period pursuant the 2025 Shelf Registration Statement may not exceed one-third of the aggregate market value of our securities held by non-affiliates, and thus may be limited. If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.
Previous wording
On November 29, 2024, we entered into the Sales Agreement with Wainwright. Under the Sales Agreement, the Company may offer and sell shares of its common stock, par value $0.001 per share, from time to time having an aggregate offering price of up to $20 million (the “ATM Shares”) during the term of the Sales Agreement through Wainwright, acting as sales agent. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The ATM Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-262223) (the “2022 Shelf Registration Statement”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2022 and declared effective on January 25, 2022. The Company intends to use the net proceeds from any offering pursuant to the Sales Agreement to continue to fund sales and marketing, working capital and for other general corporate purposes. As of March 6, 2025, the Company had approximately $19.78 million of ATM Shares remaining available for issuance under the Sales Agreement.
Current wording
On November 29, 2024, we entered into the Sales Agreement with Wainwright. Under the Sales Agreement, the Company may offer and sell shares of its common stock, par value $0.001 per share, from time to time having an aggregate offering price of up to $20 million (the “ATM Shares”) during the term of the Sales Agreement through Wainwright, acting as sales agent. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The ATM Shares will be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-262223) (the “2022 Shelf Registration Statement”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2022 and declared effective on January 25, 2022. The Company intends to use the net proceeds from any offering pursuant to the Sales Agreement to continue to fund sales and marketing, working capital and for other general corporate purposes. As of March 13, 2026, the Company had approximately $19.8 million of ATM Shares remaining available for issuance under the Sales Agreement.
Previous wording
Net sales for the year ended December 31, 2024 increased 57% as compared to the year ended December 31, 2023. Theincrease of $9.2 millionis due to an increase in net sales in prescription (Rx) - Department of Veteran Affairs and Truvaga channels. We expect that the majority of 2025 fiscal year revenue will continue to come from the U.S. Department of Veterans Affairs. See above Overview for discussion regarding the Federal Supply Schedule.
Current wording
Net sales for the year ended December 31, 2025 increased 27% to $32.0 million as compared to the year ended December 31, 2024. The increase of $6.9 million is primarily due to an increase in net sales of prescription (Rx) gammaCore and Quell Fibromyalgia products sold to the VA and revenue from the sales of our nonprescription general wellness Truvaga products. We expect that the majority of 2026 fiscal year revenue will continue to come from the U.S. Department of Veterans Affairs. See aboveOverview for discussion regarding the Federal Supply Schedule.
Previous wording
The following table sets forth our channel net sales:
Current wording
The following table sets forth our net sales by channel:
Previous wording
Gross profit increased $8.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in gross profit was primarily driven by the increase in net sales. Gross margin was 85% and 83% for the years ended December 31, 2024 and 2023, respectively.
Current wording
Gross profit increased $6.4 million to $27.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase in gross profit is attributable to the increased net sales and favorable product mix.
Previous wording
Research and development expense of $2.4 million for the year ended December 31, 2024 decreased by $3.0 million compared to the prior year. This decrease was primarily due to a significant reduction in investments associated with the development of Truvaga Plus.
Current wording
Research and development expense of $2.7 million for the year ended December 31, 2025, increased by $0.4 million compared to the prior year. This increase was primarily due to an increase in development costs associated with our gammaCore Emerald and next generation mobile application.
Previous wording
The Company may be eligible, from time to time, to receive cash from the sale of our net operating losses under New Jersey's Department of the Treasury - Division of Taxation NOL Transfer Program. During the years ended December 31, 2024 and 2023, we received net cash payments of $0.1 million and $0.2 million from the sale of our New Jersey state net operating losses, respectively.
Current wording
The Company may be eligible, from time to time, to receive cash from the sale of our net operating losses under New Jersey’s Department of the Treasury - Division of Taxation NOL Transfer Program. During the years ended December 31, 2025 and 2024, we received net cash payments of $48,000 and $0.1 million from the sale of our New Jersey state net operating losses, respectively.
Previous wording
At December 31, 2024, our cash, cash equivalents, restricted cash and marketable securities was $12.2 million compared to $10.6 million at December 31, 2023.
Current wording
At December 31, 2025, our cash, cash equivalents, and marketable securities was $11.6 million compared to $12.2 million at December 31, 2024.
Previous wording
Net cash used in operating activities was $6.9 million and$14.7 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $7.7 million is primarily due to the increase in net sales and resulting decrease in our net loss from operations as adjusted for non-cash expense items.
Current wording
Net cash used in operating activities was $8.2 million and $6.9 million for the years ended December 31, 2025 and 2024, respectively. The increase of $1.3 million is primarily due to the increase in our net loss, partially offset by higher accounts payable.
Previous wording
Net cash used in investing activities was $8.5 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, cash used in investing activities was related to the purchase of marketable securities. During the year ended December 31, 2023, cash used in investing activities was related to equipment purchases.
Current wording
Net cash provided by investing activities was $3.9 million and $8.5 million for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, cash used in investing activities was related to the proceeds from the sale of marketable securities. During the year ended December 31, 2024, cash used in investing activities was related to the purchase of marketable securities.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024 was $8.4 million which was attributable tothe Company entering into a registered direct offering and concurrent private placements, each of which closed on June 5, 2024, and proceeds from the exercise of warrants. Pursuant to a registered direct offering with an institutional and accredited investor, we issued and sold pre-funded warrants to purchase up to 225,000 shares of common stock. In a concurrent private placement, we issued and sold to the institutional and accredited investor warrants to purchase up to 112,500 shares of common stock. In a separate concurrent private placement with certain institutional and accredited investors and six of the Company’s officers and directors, we issued and sold 438,191 shares of common stock, pre-funded warrants to purchase up to 770,119 shares of common stock, and warrants to purchase up to an aggregate of 604,150 shares of common stock. Each share of common stock was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per share of common stock and related one-half of one warrant. Each pre-funded warrant was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per pre-funded warrant and related one-half of one warrant. The common stock purchase warrants became exercisable immediately upon issuance at a price of $6.43 per share and expire five years from the date of issuance. The pre-funded warrants became exercisable immediately upon issuance at a price of $0.001 per share.
Current wording
Net cash provided by financing activities for the year ended December 31, 2024 was $8.4 million which was attributable to the Company entering into a registered direct offering and concurrent private placements, each of which closed on June 5, 2024, and proceeds from the exercise of warrants. Pursuant to a registered direct offering with an institutional and accredited investor, we issued and sold pre-funded warrants to purchase up to 225,000 shares of common stock. In a concurrent private placement, we issued and sold to the institutional and accredited investor warrants to purchase up to 112,500 shares of common stock. In a separate concurrent private placement with certain institutional and accredited investors and six of the Company’s officers and directors, we issued and sold 438,191 shares of common stock, pre-funded warrants to purchase up to 770,119 shares of common stock, and warrants to purchase up to an aggregate of 604,150 shares of common stock. Each share of common stock was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per share of common stock and related one-half of one warrant. Each pre-funded warrant was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per pre-funded warrant and related one-half of one warrant. The common stock purchase warrants became exercisable immediately upon issuance at a price of $6.43 per share and expire five years from the date of issuance. The pre-funded warrants became exercisable immediately upon issuance at a price of $0.001 per share.
Previous wording
Our expected cash requirements for the next 12 months and beyond are largely based on the commercial success of our products. We believe our cash and cash equivalents will enable us to fund our operating expenses, working capital, and capital expenditure requirements, as currently planned, through 12 months from the date the accompanying financial statements are issued. There are significant risks and uncertainties as to our ability to achieve these operating results. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Current wording
The Company’s expected cash requirements for the next 12 months from the date these financial statements are issued and beyond are largely based on the commercial success of its products. Notwithstanding the expected cash flow from operations and expected access to capital from existing and/or future debt and equity sources, the Company’s currently forecasted cash is less than the requirements to fund its operating expenses and capital expenditure requirements, as currently planned, for at least the next 12 months from the date the accompanying consolidated financial statements are issued. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There remain significant risks and uncertainties regarding the Company’s business, financial condition and results of operations. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of December 31, 2025, our cash, cash equivalents and marketable securities totaled $11.6 million.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On June 5, 2024, in connection with a registered direct offering and concurrent private placement with an institutional and accredited investor, we issued and sold pre-funded warrants to purchase up to 225,000 shares of common stock, and warrants to purchase up to 112,500 shares of common stock. Each pre-funded warrant was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per pre-funded warrant and related one-half of one warrant.
Previous report — wording carried elsewhere
Additionally, on June 5, 2024, in a separate concurrent private placement with certain institutional and accredited investors and six of the Company's officers and directors, we issued and sold 438,191 shares of common stock, pre-funded warrants to purchase up to 770,119 shares of common stock, and warrants to purchase up to an aggregate of 604,150 shares of common stock. Each share of common stock was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per share of common stock and related one-half of one warrant. Each pre-funded warrant was sold together with one-half of one warrant to purchase one share of common stock, at a combined offering price of $6.4925 per pre-funded warrant and related one-half of one warrant.
Previous report — wording carried elsewhere
On November 29, 2024, we entered into the Sales Agreement with Wainwright, whereby the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $20 million during the term. In 2024, we did not raise money pursuant to the ATM Facility.