UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) July 15, 2019
electroCore, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38538 | 20-3454976 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
150 Allen Road, Suite 201
Basking Ridge, NJ 07920
(Address of principal executive offices and zip code)
(973)290-0097
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, Par Value $0.001 Per Share | ECOR | NASDAQ Global Select Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☒
Item 8.01 Other Events
On July 15, 2019, electroCore, Inc. (the “Company”) issued a press release announcing the filing of a shelf-registration statement on FormS-3 with the Securities and Exchange Commission. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
On July 8, 2019, a purported stockholder of the Company served a putative class action lawsuit in the Superior Court of New Jersey for Somerset County captionedPaul Kuehl vs. electroCore, Inc., et al., Docket No. SOML-000876-19. In addition to the Company, the defendants include present and past directors and officers, the underwriters for the Company’s initial public offering, and two stockholders of the Company. The plaintiff seeks to represent a class of stockholders who purchased common stock of the Company in its initial public offering or whose purchases are traceable to that offering. The complaint alleges that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 with respect to the registration statement and related prospectus for the initial public offering. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees. The Company intends to vigorously defend itself; however, in light of, among other things, the preliminary stage of the litigation, the Company is unable to provide any assurances as to the ultimate outcome of the lawsuit and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description of Exhibit | |
99.1 | Press release dated July 15, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
electroCore, Inc. | ||||
July 15, 2019 | /s/ Brian Posner | |||
Brian Posner | ||||
Chief Financial Officer |