electroCore Inc.

10/03/2025 | Press release | Distributed by Public on 10/03/2025 14:37

Material Event (Form 8-K)

Item 8.01. Other Events.

Private Placement

On September 30, 2025, electroCore, Inc. (the "Company") entered into securities purchase agreements with certain institutional and accredited investors (the "Private Agreements"), which collectively provided for the sale by the Company of 360,737 shares (the "Private Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock").

The Private Shares were issued at a price of $5.145 per share, in satisfaction of certain outstanding obligations for legal fees owed by the Company to the investors. The Company did not receive cash proceeds in connection with the issuance of these shares.

The offerings described above (collectively, the "Offering") closed on October 2, 2025. The Private Shares are not registered under the Securities Act of 1933, as amended (the "Securities Act"). 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. The Company agreed to file a registration statement with the Securities Exchange Commission to cover the resale of the Private Shares, and to cause such registration statement to become effective by the 90th calendar day following the date of the closing of the Offering.

The Private Agreements contain customary representations, warranties and agreements by the Company and customary conditions to closing. Pursuant to the Private Agreements, the Company also agreed to indemnify the purchasers against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the Private Agreements.

electroCore Inc. published this content on October 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 03, 2025 at 20:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]