As filed with the Securities and Exchange Commission on June 15, 2018
Registration No. 333-225084
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Electrocore, LLC*
(Exact name of Registrant as specified in its charter)
Delaware | 3845 | 20-345-4976 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) 150 Allen Road, Suite 201 Basking Ridge, New Jersey 07920 (973)290-0097 | (I.R.S. Employer Identification Number) | ||
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) |
Francis R. Amato
Chief Executive Officer
Electrocore, LLC
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
(973)290-0097
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
John L. Cleary, II, Esq. Ira L. Kotel, Esq. Dentons US LLP 1221 Avenue of the Americas New York, New York 10020 (212)768-6700 | Peter N. Handrinos, Esq. Nathan Ajiashvili, Esq. Latham & Watkins LLP 200 Clarendon Street Boston, Massachusetts 02116 (617)948-6000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (do not check if a smaller reporting company) | 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 to Section 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Electrocore, LLC, the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Prior to the closing of this offering, Electrocore, LLC intends to convert into a Delaware corporation pursuant to a statutory conversion and change its name to electroCore, Inc.
The sole purpose of this Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-225084) is to file Exhibits 2.1 and 5.1, as indicated in Item 16 of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II and the signature page to the Registration Statement.
EXHIBIT INDEX
* | Previously filed. |
** | Filed herewith. |
† | Indicates management agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Basking Ridge, State of New Jersey, on this 15th day of June 2018.
ELECTROCORE, LLC | ||
By: | /s/ Francis R. Amato | |
Francis R. Amato | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Francis R. Amato | Chief Executive Officer and Director | June 15, 2018 | ||
Francis R. Amato | (Principal Executive Officer) | |||
/s/ Glenn S. Vraniak | Chief Financial Officer | June 15, 2018 | ||
Glenn S. Vraniak | (Principal Financial and Accounting Officer) | |||
* | Director | June 15, 2018 | ||
Joseph P. Errico | ||||
* | Director | June 15, 2018 | ||
Nicholas Colucci | ||||
* | Director | June 15, 2018 | ||
Thomas J. Errico, M.D. | ||||
* | Director | June 15, 2018 | ||
Trevor J. Moody | ||||
* | Director | June 15, 2018 | ||
Michael W. Ross | ||||
* | Director | June 15, 2018 | ||
Dr. David M. Rubin | ||||
* | Director | June 15, 2018 | ||
James L.L. Tullis |
* | Pursuant to Power of Attorney |
By: | /s/ Francis R. Amato | |
Francis R. Amato | ||
Attorney-in-Fact |