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electroCore, Inc.

For the period ended Dec 31, 2024. Filed Jul 17, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Jul 17, 2025

ECOR$7.25-17.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

electroCore, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Tuesday, September 2, 2025

Dear Stockholder:

The Annual Meeting of Stockholders of electroCore, Inc. (the “Company”, “we” or “us”), will be held virtually via the internet at www.virtualshareholdermeeting.com/ECOR2025, on Tuesday, September 2, 2025 at 9:00 a.m. Eastern Time for the following purposes:

1.To approve and adopt amendments to the Company’s Certificate of Incorporation to declassify the Board and make related changes;
2.To elect three Class I directors to the Board for a three-year term of office expiring at the 2028 annual meeting of stockholders (if Proposal Number 1 is not approved), or for a two-year term of office expiring at the 2027 annual meeting of stockholders (if Proposal Number 1 is approved);
3.To ratify the selection of CBIZ CPAs P.C. (f/k/a Marcum LLP) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
4.To approve, by non-binding advisory vote, the resolution approving named executive officer compensation.

These items of business are more fully described in the Proxy Statement that accompanies this Notice or which is available at the website listed in this Notice. All stockholders are invited to attend the meeting. The record date for the Annual Meeting is July 7, 2025. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting.

The 2025 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast on the internet. No physical meeting will be held.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’

Meeting to Be Held on September 2, 2025 at 9:00 a.m. Eastern Time virtually via the internet at

www.virtualshareholdermeeting.com/ECOR2025

The Proxy Statement and Annual Report on Form 10-K

are available at www.proxyvote.com.

By Order of the Board of Directors,

Joshua S. Lev

Chief Financial Officer and Corporate Secretary

Rockaway, New Jersey

July 17, 2025

You are cordially invited to attend the virtual annual meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares by following the instructions for voting on the notice and access card, as described in this proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope.

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1
PROPOSAL 1 - AMENDMENTS TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD7
PROPOSAL 2 - ELECTION OF DIRECTORS8
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE12
PROPOSAL 3 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS17
PROPOSAL 4 - NON-BINDING ADVISORY VOTE ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION19
EXECUTIVE OFFICERS20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT20
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE22
EXECUTIVE COMPENSATION22
PAY VERSUS PERFORMANCE29
DIRECTOR COMPENSATION31
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS33
TRANSACTIONS WITH RELATED PERSONS33
HOUSEHOLDING OF PROXY MATERIALS36
ADDITIONAL INFORMATION36
NEXT YEAR’S ANNUAL MEETING36
OTHER MATTERS37

Forward-Looking Statements

This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events. All statements other than statements of historical facts contained in this Proxy Statement, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed in this Proxy Statement and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and in our other subsequent filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.

200 Forge Way, Suite 205

Rockaway, NJ 07866

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on September 2, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.