electroCore, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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Sep 30, 2026 · Filed Nov 4, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As previously disclosed, following the Company’s initial public offering, or IPO, in 2018, certain securities class action lawsuits were filed against the Company and other defendants, alleging violations of federal securities laws, which were ultimately dismissed. On August 31, 2026, the Company entered into an agreement to settle certain claims for indemnification related to defending against those lawsuits, pursuant to which the Company issued and delivered 77,004 shares (the “Settlement Shares”) of our common stock equal to $750,000, based on the five-day trailing volume weighted average sales price of the common stock on the Nasdaq Capital Market.
The issuance of the Settlement Shares was made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), because the offer and sale of such securities does not involve a “public offering” within the meaning of Section 4(a)(2) of the Securities Act.
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