Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ECOR | |
Entity Registrant Name | electroCore, Inc. | |
Entity Central Index Key | 0001560258 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 29,628,793 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,953,786 | $ 7,600,284 |
Marketable securities | 45,412,948 | 60,963,087 |
Accounts receivable | 288,335 | 267,599 |
Inventories | 3,589,264 | 1,949,402 |
Prepaid expenses and other current assets | 994,497 | 1,918,164 |
Total current assets | 57,238,830 | 72,698,536 |
Property and equipment – net | 392,029 | 380,904 |
Operating lease right of use assets | 3,884,803 | |
Other assets | 983,955 | 424,896 |
Total assets | 62,499,617 | 73,504,336 |
Current liabilities: | ||
Accounts payable | 1,859,586 | 2,698,902 |
Accrued expenses | 3,256,308 | 4,374,101 |
Current portion of operating lease liabilities | 213,897 | |
Total current liabilities | 5,329,791 | 7,073,003 |
Noncurrent liabilities: | ||
Deferred rent | 245,632 | |
Operating lease liabilities | 4,001,218 | |
Total liabilities | 9,331,009 | 7,318,635 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 29,633,240 issued and outstanding at March 31, 2019 and 29,450,035 shares issued and outstanding at December 31, 2018 | 29,633 | 29,450 |
Additional paid-in capital | 104,551,554 | 103,791,013 |
Accumulated deficit | (52,192,745) | (38,331,215) |
Accumulated other comprehensive income | 144,556 | 60,843 |
Total stockholders' equity | 52,532,998 | 65,550,091 |
Noncontrolling interest | 635,610 | 635,610 |
Total equity | 53,168,608 | 66,185,701 |
Total liabilities and equity | $ 62,499,617 | $ 73,504,336 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,633,240 | 29,450,035 |
Common stock, shares outstanding | 29,633,240 | 29,450,035 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net sales | $ 409,601 | $ 81,187 |
Cost of goods sold | 157,791 | 48,948 |
Gross profit | 251,810 | 32,239 |
Operating expenses: | ||
Research and development | 3,459,823 | 2,306,335 |
Selling, general and administrative | 11,002,999 | 6,824,814 |
Total operating expenses | 14,462,822 | 9,131,149 |
Loss from operations | (14,211,012) | (9,098,910) |
Other income/(expense) | ||
Change in fair value of warrant liability | (245,854) | |
Interest and other income, net | 366,174 | 109,283 |
Other expense | (16,692) | (208,054) |
Total other income/(expense) | 349,482 | (344,625) |
Loss before income taxes | (13,861,530) | (9,443,535) |
Provision for income taxes | 0 | |
Net loss from operations | (13,861,530) | (9,443,535) |
Less: Net income attributable to noncontrolling interest | 55,005 | |
Net loss attributable to Electrocore subsidiaries and affiliate | $ (13,861,530) | (9,498,540) |
Net loss per share of common stock - Basic and Diluted (see Note 13) | $ (0.47) | |
Weighted average and potential shares outstanding - Basic and Diluted (see Note 13) | 29,319,318 | |
Electrocore, LLC | ||
Other income/(expense) | ||
Net loss from operations | (9,443,535) | |
Net loss attributable to Electrocore subsidiaries and affiliate | $ (9,498,540) | |
ElectroCore, Inc | ||
Other income/(expense) | ||
Net loss from operations | $ (13,861,530) | |
Net loss attributable to Electrocore subsidiaries and affiliate | $ (13,861,530) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss from operations | $ (13,861,530) | $ (9,443,535) |
Other comprehensive income/(loss): | ||
Foreign currency translation adjustment | 43,575 | (114,329) |
Unrealized gains/(losses) on securities, net of taxes as applicable | 40,138 | (24,932) |
Other comprehensive income/(loss) | 83,713 | (139,261) |
Comprehensive loss | (13,777,817) | (9,582,796) |
Less: Net comprehensive income attributable to noncontrolling interest | 5,085 | |
Comprehensive loss attributable to Electrocore, LLC and electroCore, Inc., subsidiaries and affiliate | (13,777,817) | (9,587,881) |
Electrocore, LLC | ||
Net loss from operations | (9,443,535) | |
Other comprehensive income/(loss): | ||
Comprehensive loss attributable to Electrocore, LLC and electroCore, Inc., subsidiaries and affiliate | $ (9,587,881) | |
ElectroCore, Inc | ||
Net loss from operations | (13,861,530) | |
Other comprehensive income/(loss): | ||
Comprehensive loss attributable to Electrocore, LLC and electroCore, Inc., subsidiaries and affiliate | $ (13,777,817) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Units, Members' (Deficit) and Stockholders' Equity (Unaudited) - USD ($) | Total | Series A Preferred Units | Series B Preferred Units | Common Units | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | (Deficit)/Equity attributable to Electrocore LLC and electroCore, Inc. subsidiaries and affiliate | Noncontrolling Interest |
Balances, beginning of period at Dec. 31, 2017 | $ (89,467,556) | $ 53,518,463 | $ 68,755,544 | $ 40,180,619 | $ 22,596,485 | $ (152,928,928) | $ 80,213 | $ (90,071,611) | $ 604,055 | |
Balances, beginning of period, shares at Dec. 31, 2017 | 70,918,506 | 105,186,020 | 218,982,140 | |||||||
Net loss attributable subsidiaries and affiliates | Electrocore, LLC | (9,443,535) | (9,498,540) | (9,498,540) | 55,005 | ||||||
Net loss attributable subsidiaries and affiliates | (9,443,535) | |||||||||
Other comprehensive income | (139,261) | (139,261) | (139,261) | |||||||
Noncontrolling interest distributions | (49,920) | (49,920) | ||||||||
Stock based compensation (net of forfeitures) | 267,145 | 267,145 | 267,145 | |||||||
Balances, end of period at Mar. 31, 2018 | (98,833,127) | $ 53,518,463 | $ 68,755,544 | $ 40,180,619 | 22,863,630 | (162,427,468) | (59,048) | (99,442,267) | 609,140 | |
Balances, end of period, shares at Mar. 31, 2018 | 70,918,506 | 105,186,020 | 218,982,140 | 0 | ||||||
Balances, beginning of period at Dec. 31, 2018 | 66,185,701 | $ 29,450 | 103,791,013 | (38,331,215) | 60,843 | 65,550,091 | 635,610 | |||
Balances, beginning of period, shares at Dec. 31, 2018 | 29,450,035 | |||||||||
Net loss attributable subsidiaries and affiliates | ElectroCore, Inc | (13,861,530) | (13,861,530) | (13,861,530) | |||||||
Net loss attributable subsidiaries and affiliates | (13,861,530) | |||||||||
Other comprehensive income | 83,713 | 83,713 | 83,713 | |||||||
Issuance of warrants in settlement of lawsuit | 16,692 | 16,692 | 16,692 | |||||||
Stock based compensation (net of forfeitures) | 744,032 | $ 183 | 743,849 | 744,032 | ||||||
Stock based compensation (net of forfeitures), shares | 183,205 | |||||||||
Balances, end of period at Mar. 31, 2019 | $ 53,168,608 | $ 29,633 | $ 104,551,554 | $ (52,192,745) | $ 144,556 | $ 52,532,998 | $ 635,610 | |||
Balances, end of period, shares at Mar. 31, 2019 | 29,633,240 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (13,861,530) | $ (9,443,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrants and embedded derivative | 245,854 | |
Stock/unit-based compensation | 744,032 | 267,145 |
Depreciation and amortization | 25,522 | 7,212 |
Amortization of marketable securities discount | (200,302) | |
Cloud computing arrangement implementation costs | (618,044) | |
Net noncash lease expense | 117,579 | |
Noncash portion of litigation settlement | 16,692 | |
Other | 43,343 | (68,468) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (20,736) | (152,653) |
Inventories | (1,639,862) | 6,600 |
Prepaid expenses and other current assets | 830,406 | (774,874) |
Accounts payable | (719,463) | 249,151 |
Accrued expense and other current liabilities | (1,117,793) | |
Deferred rent | (13,762) | |
Net cash used in operating activities | (16,400,156) | (9,677,330) |
Cash flows from investing activities: | ||
Purchase of marketable securities | (12,110,420) | (10,431,839) |
Proceeds from maturities of marketable securities | 27,901,000 | 9,190,000 |
Purchases of property and equipment | (37,318) | (144,999) |
Net cash provided by/(used in) investing activities | 15,753,262 | (1,386,838) |
Cash flows from financing activities: | ||
Deferred financing fees | (525,231) | |
Net cash used in financing activities | (525,231) | |
Effect of changes in exchange rates on cash and cash equivalents | 396 | (114,329) |
Net decrease in cash and cash equivalents | (646,498) | (11,703,728) |
Cash and cash equivalents – beginning of period | 7,600,284 | 13,224,194 |
Cash and cash equivalents – end of period | 6,953,786 | 1,520,466 |
Supplemental schedule of noncash activity: | ||
Deferred financing costs included in accounts payable and accrued expenses | $ 926,349 | |
Prepaid lease payments included in right of use assets | 93,261 | |
Capitalized cloud computing arrangement costs included in accrued expenses and other liabilities | $ 167,798 |
Corporate Organization and Comp
Corporate Organization and Company Overview | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Corporate Organization and Company Overview | Company Overview electroCore, Inc. is commercial-stage engaged the commercialization and patient-administered non-invasive Vagus Stimulation multiple neurology and rheumatology and focus currently primary conditions (migraine headache), other neurological electroCore, headquartered in New Jersey, has wholly owned subsidiaries that include: electroCore Bermuda, Ltd. (see Note 20), electroCore Germany GmbH, and electroCore UK Ltd. In addition, an inactive affiliate, electroCore (Aust) Pty Limited, is subject to electroCore’s control on basis other than voting interests and is a variable interest entity (“VIE”), for which electroCore is the primary beneficiary. In January 2018, the U.S. Food and Drug Administration ("FDA") released the use of gammaCore, the Company's first generation disposable non-invasive vagus nerve stimulator therapy for the acute treatment of pain associated with migraine headache in adult patients. Previously in April 2017, the FDA released the use of gammaCore for the acute treatment of pain associated with episodic cluster headache in adult patients. In December 2017, gammaCore Sapphire, was FDA released. gammaCore Sapphire is a rechargeable and reloadable version of the product for multi-year use. Effective August 1, 2018, the Company announced gammaCore Sapphire was available in the United States. In November 2018, the FDA provided 501(k) clearance for an expanded label for gammaCore nVNS therapy for adjunctive use for the preventive treatment of cluster headache in adult patients. This milestone marks the first and only product FDA cleared for the prevention of cluster headache. There are no other FDA-approved pharmacologic treatments for the prevention of cluster headache. Corporate Conversion and Initial Public Offering Effective June 21, 2018, the Company converted into a Delaware corporation pursuant to a statutory conversion and changed its name to electroCore, Inc. Previously, the Company operated as a Delaware limited liability company under the name Electrocore, LLC. As a result of the corporate conversion, the holders of the different series of units of Electrocore, LLC, or Units, became holders of common stock and options to purchase common stock of electroCore, Inc. Warrants to purchase Units were converted to warrants to purchase common stock of electroCore, Inc. The number of shares of common stock, options to purchase common stock, and warrants to purchase common stock that holders of Units and warrants to purchase Units were entitled to receive in the corporate conversion was determined in accordance with a plan of conversion that was based upon the terms of the Company’s Third Amended and Restated Limited Liability Company Agreement, dated November 21, 2017 (the “Operating Agreement”), and varied depending on which class and series of Units a holder owned, and the terms of the applicable warrants. See Note 14 - Corporate Conversion and Equity. In June 2018, the Company completed its initial public offering ("IPO") and issued 5,980,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $15.00. The Company received net proceeds from the IPO of approximately $77.5 million, after deducting underwriting discounts and commissions and offering costs of approximately $12.2 million. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X for interim financial reporting. In compliance with those rules, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended December 31, 2018 included in the Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results of interim periods have been included. The results of operations and cash flows reported in these consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire fiscal year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (a) Principles of Consolidation The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. In addition, an inactive affiliate, electroCore (Aust) Pty Limited, a variable interest entity (“VIE”) for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowances for doubtful accounts, and sales returns; valuation of inventory, stock compensation, and contingencies. (c) Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. We have elected not to reassess whether the expired or existing contracts contain leases, nor did we reassess the classification of existing leases as of the adoption date. We did not use hindsight in our assessment. The provisions of this guidance were effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We adopted this guidance as of January 1, 2019, the required effective date, using the effective date transition method. The Company is a lessee under several noncancelable operating leases, primarily for office and warehouse space and office equipment. The Company accounts for leases in accordance with ASC Topic 842, Leases The incremental borrowing rate the Company uses represents the rate of interest that the Company would expect to pay to borrow an amount equal to the lease payments under similar terms. As the Company does not borrow on a collateralized basis, our non-collateralized borrowing rate is used as an input in deriving the incremental borrowing rate. The discount rate used to determine the net present value of the leases at inception was 9.75%. The Company determined the lease term of the noncancelable leases to include periods covered by options to extend the lease for leases that it is reasonably certain to exercise. Lease payments included in the measurement of the lease liability include only fixed payments that the Company owes on the lease. The ROU asset is initially and subsequently measured as the lease liability less any lease incentive plus any prepaid lease payments made at or before lease commencement, plus any indirect costs incurred. The Company monitors events or changes in circumstances that may require a reassessment of its leases. If a reassessment results in the remeasurement of the lease liability, a corresponding adjustment will be made to its ROU assets. The Company also reviews its leases to determine if any impairment loss should be recognized. Operating lease ROU assets are presented as operating lease right of use assets on the consolidated financial statements. The current portion of the operating lease liabilities is included in other current liabilities and the long-term portion is presented separately as operating lease liabilities on the consolidated balance sheet. The Company has elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company recognizes any expense for these short term leases on a straight line basis over the lease term. The Company’s leases generally do not include nonlease maintenance and other expenses. The Company elected the practical expedient not to account for nonlease expense components as a single lease component. The Company recognizes the nonlease expenses in the respective expense accounts. (See Note 10. Leases.) ( d ) Recent Accounting Pronouncements Not Yet Adopted The Company reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on the financial statements. |
Risks and Uncertainties
Risks and Uncertainties | 3 Months Ended |
Mar. 31, 2019 | |
Risks And Uncertainties [Abstract] | |
Risks and Uncertainties | The Company’s cash requirements for 2019 and beyond include expenses related to the commercialization of its products, as well as the continuing development and clinical evaluation of its products and therapies. As of and December 31, 2018, the Company had working capital (current assets less current liabilities) of $51.9 million and $65.6 million, respectively. On June 21, 2018, the Company closed the IPO of 5,980,000 shares of common stock at a price of $15.00 per share with net proceeds of $77.5 million, net of underwriting discount and other offering expenses. As a public company, additional future liquidity needs will include costs to comply with the requirements of being a public company. The Company’s expected cash requirements for 2019 and beyond are based on the commercial success of its products and the continual development and clinical evaluation of its products and therapies. Based on the Company’s available cash resources and cash flow projections, it believes it has sufficient funds to continue operations for at least the next 12 months. Until the Company can generate significant cash from its operations, the Company expects to continue to fund its operations with its available financial resources. To the extent additional funds are necessary to meet long-term liquidity needs as the Company continues to execute its business strategy, the Company anticipates that it will be obtained through the incurrence of indebtedness, equity financings or a combination of these potential sources of funds, although the Company can provide no assurance that these sources of funding will be available on reasonable terms. The Company has foreign currency exchange risks related to revenue and operating expenses in currencies other than the local currencies in which they operate. The Company is exposed to currency risk from the potential changes in functional currency values of its foreign currency denominated assets, liabilities, and cash flows. The Company primarily sells to one specialty pharmaceutical distributor in the United States. At March 31, 2019 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Performance Obligations Revenue, net of specialty pharmaceutical distribution discounts, vouchers, rebates, and co-payment assistance is solely generated from the sales of the gammaCore products. Sales are made to a specialty pharmaceutical distributor (“customer”) and revenue is recognized when delivery of the product is completed. The Company deems control to have transferred upon the completion of delivery because that is the point in which (1) it has a present right to payment for the product, (2) it has transferred the physical possession of the product, (3) the customer has legal title to the product, (4) the customer has risks and rewards of ownership and (5) the customer has accepted the product. After the products have been delivered and control has transferred, the Company has no remaining unsatisfied performance obligations. Revenue is measured based on the consideration that the Company expects to receive in exchange for gammaCore, which represents the transaction price. The transaction price includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, rebates, and co-payment assistance. The per-unit price is based on the Company established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer. Our revenue only reflects sales of gammaCore units exclusive of trade credits, vouchers, rebates, and co-payment assistance. Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. From February 2018 to mid-July 2018 vouchers were used by physicians to provide new patients with free therapy (i.e., one gammaCore device) by delivering non-voucher units for the free therapy. The transaction price of the non-voucher units redeemed and estimated to be redeemed was recognized as contra-revenue. The costs to produce these units, in addition to any processing fees, are included as promotional expenses in selling, general and administrative expense. After mid-July 2018, the Company modified its voucher program to provide its distributor with gammaCore and gammaCore Sapphire promotional units at no charge (“voucher units”). The voucher units have a distinct product item number to be used for the voucher program. The costs to produce these voucher units given to patients under the voucher program are recognized in promotional expense. In October 2018, the Company launched its Partners for Coverage In addition, reimbursement for co-payments made by patients under the co-payment assistance program is also considered variable consideration. Beginning in February 2019, eligible patients could receive a reduction of up to $300 from the cost of the first month of therapy and a reduction of up to $250 from the cost of each refill for a maximum of 12 months. For the three months ended March 31, 2019 and 2018, net product sales reflect a reduction of $14,040 and $29,207, respectively, for the reduction from the cost of therapy under the co-payment assistance program. In accordance with Company policy, no allowance for product returns has been provided. Damaged or defective products are replaced at no charge under the Company’s standard warranty. For the three months ended March 31, 2019 and 2018, the replacement costs were immaterial. Contract Balances The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Accordingly, under ASC 606, the contracts with customers do not give rise to contract assets or liabilities. Payment for products is due in accordance with the terms agreed upon with customers, generally within 31 days of shipment to the customer. Accordingly, contracts with customers do not include a significant financing component. Disaggregation of Net Sales The following table provides additional information pertaining to net sales disaggregated by geographic market for the three months ended March 31, 2019 and 2018: For the three months ended March 31, 2019 2018 Geographic Market United States $ 276,465 $ 9,606 United Kingdom 90,584 64,982 Germany 35,836 805 Other 6,716 5,794 Total Net Sales $ 409,601 $ 81,187 |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Cash, Cash Equivalents and Marketable Securities | The following tables summarizes the Company’s cash, cash equivalents and marketable securities as of March 31, 2019 As of March 31, 2019 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 6,953,786 $ — $ — $ 6,953,786 Corporate Debt Securities $ 13,583,493 $ 2,325 $ (2,058 ) $ 13,583,760 Commercial Paper 4,957,115 — (2,055 ) 4,955,060 U.S. Treasury Bonds 26,875,131 1,858 (2,861 ) 26,874,128 Total marketable securities $ 45,415,739 $ 4,183 $ (6,974 ) $ 45,412,948 Total cash, cash equivalents, and marketable securities $ 52,369,525 $ 4,183 $ (6,974 ) $ 52,366,734 As of December 31, 2018 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 7,600,284 $ — $ — $ 7,600,284 Corporate Debt Securities $ 18,961,145 $ — $ (25,888 ) $ 18,935,257 Commercial Paper 6,970,867 — (4,927 ) 6,965,940 U.S. Treasury Bonds 35,074,005 — (12,115 ) 35,061,890 Total marketable securities $ 61,006,017 $ — $ (42,930 ) $ 60,963,087 Total cash, cash equivalents, and marketable securities $ 68,606,301 $ — $ (42,930 ) $ 68,563,371 The Company’s commercial paper, corporate debt securities and U.S. treasury bonds all mature within one year. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. A summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows: Fair Value Hierarchy March 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 6,953,786 $ 6,953,786 $ — $ — Marketable Securities: Corporate Debt Securities 13,583,760 13,583,760 — — Commercial Paper 4,955,060 4,955,060 — — U.S. Treasury Bonds 26,874,128 26,874,128 — — Total $ 52,366,734 $ 52,366,734 $ — $ — December 31, 2018 Assets Cash and cash equivalents $ 7,600,284 $ 7,600,284 $ — $ — Marketable Securities: Corporate Debt Securities 18,935,257 18,935,257 — — Commercial Paper 6,965,940 6,965,940 — — U.S. Government Sponsored Agencies 35,061,890 35,061,890 — — Total $ 68,563,371 $ 68,563,371 $ — $ — Cash and cash equivalents consisted of cash in bank checking and savings accounts, money market funds and U.S. treasury notes and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Marketable securities classified as Level 1 consist of investments in corporate debt securities, commercial paper, U.S. treasury bonds that are valued using quoted prices in active markets. The carrying amount of the Company’s receivables and payables approximate their fair values due to their short maturities. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in first-out basis. March 31, December 31, 2019 2018 Raw materials $ 1,192,797 $ 821,704 Work in process 1,944,551 951,695 Finished goods 451,916 176,003 $ 3,589,264 $ 1,949,402 |
Property and Equipment - Net
Property and Equipment - Net | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment - Net | Property and equipment, net, as of March 31, 2019 March 31, December 31, 2019 2018 Machinery and equipment $ 393,154 $ 424,146 Furniture and fixture 283,268 286,268 Computer equipment 20,783 20,783 Property and equipment - gross 697,205 731,197 Less accumulated depreciation and amortization (305,176 ) (350,293 ) Property and equipment - net $ 392,029 $ 380,904 During the quarter ended March 31, 2019, there was a write-off of $70,639 for fully depreciated lab and production equipment and office furniture and an additional $671 for undepreciated office furniture. Depreciation and amortization expense for the three months ended March 31, 2019 and 2018 was $25,522 and $7,212, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 10. Leases The Company implemented FASB ASU 2016-02, Leases (Topic 842), which required lessees to recognize most leases on the balance sheet effective January 1, 2019. The Company recognized $3.9 million of right of use assets for leases for office, manufacturing and warehouse space and office equipment. The Company also recognized $4.2 million for lease liabilities. The Company has elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company’s leases have remaining lease terms of approximately three to five years, some of which include options to extend the leases for up to an additional five years. For the leases for the office, manufacturing and warehouse space, the Company recognized the options to renew the leases as part of the right of use asset and the lease liability as the Company deemed that the renewal options were reasonably certain to be exercised. The discount rate used to determine the net present value of the leases at inception was 9.75%. This is the incremental borrowing rate that represents the rate of interest that the Company would expect to pay to borrow an amount equal to the lease payments under similar terms. As the Company does not borrow on a collateralized basis, our non-collateralized borrowing rate is used as an input in deriving the incremental borrowing rate. For the three months ended March 31, 2019 and 2018, the Company recognized lease expense of $199,654 and $122,818, respectively. These payments do not include non-lease components as the Company elected not to include those payments as part of our lease expense. The tables below provide the details of the right of use assets and lease liabilities: Supplemental Balance Sheet Information for Operating Leases March 31, 2019 Operating leases: Operating lease right of use assets $ 3,884,803 Operating lease liabilities: Current portion of operating lease liabilities 213,897 Noncurrent operating lease liabilities 4,001,218 Total operating lease liabilities $ 4,215,115 Weighted average remaining lease term (in years) 8.3 Weighted average discount rate 9.75 % Supplemental Statement of Cash Flows Information for Operating Leases Three months ended March 31, 2019 Noncash lease expense 70,315 Change in operating lease liabilities 47,264 Future minimum lease payments under non-cancellable operating leases as of March 31,2019: Remainder of 2019 $ 435,954 2020 720,671 2021 695,353 2022 739,336 2023 752,824 2024 and thereafter 2,944,363 Total future minimum lease payments 6,288,501 Less: Amounts representing interest (2,073,386 ) Total $ 4,215,115 Total lease expense, in accordance with the superseded lease standard was approximately $496,055 for 2018. Future minimum lease payments under non-cancellable operating leases as of December 31, 2018: Year ended December 31, 2019 $ 576,743 2020 714,616 2021 692,893 2022 737,324 2023 and thereafter 3,696,796 Total $ 6,418,372 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2019 | |
Other Assets [Abstract] | |
Other Assets | Note 11. Other Assets In 2018, the Company entered into a contract to obtain a cloud computing arrangement (“CCA”). In accordance with ASU 2018-15, the implementation costs incurred in the CCA are deferred and recognized as other assets and will be amortized to expense over the noncancelable term of the arrangement. The Company incurred $498,191 in CCA costs in the first quarter of 2019 and $395,404 in the last quarter of 2018. The implementation of this CCA is expected to be completed by the second quarter of 2019. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Accrued expenses as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 Accrued professional fees 1,163,069 1,273,249 Accrued bonuses 1,352,682 2,152,264 Other accrued expenses 740,557 948,588 $ 3,256,308 $ 4,374,101 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net Loss Per Share Basic earnings/(loss) per share is computed by dividing net income/(loss) available to electroCore, Inc. by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income available to electroCore, Inc. by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Stock options have not been included in the diluted earnings per share calculation as they have been determined to be anti-dilutive under the treasury stock method. As described in Note 14, Corporate Conversion and Equity, on June 21, 2018, electroCore, Inc. completed a Corporate Conversion as well as its initial public offering to, among other things, provide for a single class of common stock of electroCore Inc., in exchange for the previous Convertible Preferred Units and Common Units of the Company. This conversion changed the relative ownership of electroCore, Inc. such that retroactive application of the conversion to periods prior to the IPO for the purposes of calculating earnings (loss) per share would not be meaningful. Prior to the Corporate Conversion, the Company’s ownership structure included several different types of LLC interests including preferred stock, common units and Profits Interests (see Note 14, Corporate Conversion and Equity). The Company analyzed the calculation of earnings per unit for periods prior to the Corporate Conversion and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Corporate Conversion on June 21, 2018. Thus, net loss attributable to electroCore, Inc. subsidiaries and affiliate shown below only includes the loss attributable to the three months ended March 31, 2019 and not for the three months ended March 31, 2018, as the Company was still an LLC at that time. The following table sets forth the numerators and denominators used to compute basic and diluted earnings per share of the common stock: For the three months ended March 31, 2019 Numerator – Basic and Diluted Net loss attributable to electroCore, Inc. subsidiaries and affiliate $ (13,861,530 ) Denominator – Basic and Diluted Weighted average shares of common stock outstanding 29,319,318 Net loss per common share, Basic and Diluted $ (0.47 ) |
Corporate Conversion and Equity
Corporate Conversion and Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Corporate Conversion and Equity | On June 21, 2018, the Company completed the Corporate Conversion. Pursuant to the certificate of incorporation effected in connection with the Corporate Conversion, the Company’s authorized capital stock consists of 500 million shares of common stock, par value $0.001 per share and 10 million shares of preferred stock, par value $0.001 per share. As a result of this conversion and related initial public offering, 29,450,034 shares of common stock and zero shares of preferred stock were issued. Prior to the Upon the Corporate Conversion, all Units were converted into an aggregate of 23,470,034 shares of common stock and options to purchase 2,141,751 shares of common stock as follows : • holders of common units, or Common Units, other than Common Units that were originally issued as “profits interests” (as such term is used for purposes of the Internal Revenue Code), or Profits Interests, received an aggregate of 12,099,280 shares of common stock; • holders of Series A Preferred Units received an aggregate of 4,181,856 shares of common stock, which included 241,939 shares of common stock as payment in full of the approximately $3.6 million accrued and unpaid preferred return that was payable in respect of the Series A Preferred Units; • holders of Series B Preferred Units received an aggregate of 5,843,668 shares of common stock; • holders of Profits Interests received an aggregate of 1,345,231 shares of common stock; and • holders of Profits Interests who were employees or consultants at the time of the corporate conversion received options to purchase an aggregate of 2,141,751 shares of common stock, with an exercise price of $15.00 which was equal to the initial public offering price. Additionally, upon the conversion, the accumulated deficit of Electrocore LLC, subsidiaries and affiliates was reclassed to additional paid in capital in accordance with SEC Staff Accounting Bulletin Topic 4B. Series A Preferred Units The Series A Preferred Units were entitled to a preference on distributions, ahead of the Common Units but behind Series B Preferred Units, in the amount of $54,923,430 plus the Series A Preferred Return (as described below), as of June 20, 2018. The Series A Preferred Units were entitled to a return in an annual non-compounded amount with respect to each outstanding Series A Preferred Unit equal to the product of the Series A Preferred Return Percentage and the Series A Unreturned Capital Value for each Unit, which accrued to the extent not paid. The Series A Preferred Return Percentage was 4% and could be reduced to 2% if certain requirements were met as outlined in the amended and restated Operating Agreement. Upon an IPO, the payment of the Series A Preferred Return was at the sole discretion of the Board of Managers. As of June 20, 2018, the Series A Preferred Return payable, following the 2017 amendments to the Operating Agreement, upon a public offering of the Company’s common stock was fixed at $3,629,092. This amount was paid with the issuance of 241,939 shares of common stock upon the IPO. The Series A Preferred Units were converted into common stock mandatorily immediately prior to the initial public offering as outlined in the amended and restated Operating Agreement, and then subject to a 1:18 stock conversion. As of June 20, 2018, there were no outstanding warrants to purchase Series A Preferred Units, except for warrants to purchase in the aggregate 221,766 Series A Preferred Units issued in connection with the December 2015 term loan (which was repaid and/or converted into equity in 2016) and as compensation to one of the financial advisors. In connection with the IPO, these outstanding Series A warrants by their terms converted into warrants to purchase in the aggregate 12,321 shares of common stock at an exercise price of $15.30 per share. Series B Preferred Units In 2017, the Company entered into a Series B Preferred Unit Purchase Agreement with multiple investors, including Core Ventures II, LLC and Merck Global Health Innovation Fund. Under the terms of the Purchase Agreement, as amended, through December 31, 2017, the Company received cash proceeds of $46,911,300 and converted $26,718,910 of outstanding promissory notes (the “Bridge Notes”) and related accrued and unpaid interest for an aggregate amount of $73,630,210 (inclusive of amounts related to conversion of Bridge Notes and related accrued and unpaid interest) through the sale of Series B Preferred Units at an initial closing and several additional closings. Each Series B Preferred Unit was converted into one Common Unit mandatorily upon the occurrence of the Corporate Conversion as outlined in the amended and restated Operating Agreement, and then subject to an 1:18 stock conversion pursuant to the terms of the plan of conversion for the Corporate Conversion. In connection with all Series B Preferred Unit closings, the Company issued warrants for the purchase of 35,452,084 Common Units at an exercise price of $1.25 per Unit, which expired unexercised upon the closing of the IPO. The Company also issued warrants to advisors for the purchase of 2,724,549 common units at an exercise price of $0.70 per Unit. The Company also issued 72,000 warrants to purchase common units with an exercise price of $1.25 per Unit, which expired upon the closing of the IPO. The fair value of these warrants to purchase common units were recorded within additional-paid-in-capital. In connection with the Corporate Conversion, the 2,724,549 warrants issued to advisors were converted to warrants to purchase 151,364 shares of common stock at an exercise price of $12.60 per share of common stock. As of June 21, 2018, the Series B warrants that were issued to purchasers of the Bridge Notes were converted to (i) warrants to purchase 429,948 shares of common stock at an exercise price of $12.60 per share and (ii) the Series B Preferred warrants that were issued to financial advisors were converted into warrants to purchase 101,119 shares of common stock at an exercise price of $12.60 per share. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes There is no provision for income taxes for the three months ended March 31, 2019. The Company has incurred U.S. operating losses since inception and has not incurred any other income taxes. Prior to the Corporate Conversion on June 21, 2018, the Company was a limited liability company in the U.S., which is treated as a partnership for Federal and state income tax purposes. Accordingly, the Company was not subject to U.S. income taxes until its conversion. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The Company has applied ASC 740, Income Taxes, and has determined that it does not have any uncertain positions that would result in a tax reserve. Accordingly, no interest or penalties related to uncertain tax positions has been accrued. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal tax authority and U.S. state tax authority examinations for all years with the net operating loss and credit carryforwards. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Warrant Liability | Note 16. Warrant Liability |
Stock Based Compensation and Un
Stock Based Compensation and Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation and Unit-Based Compensation | At the time of the Corporate Conversion, the issuance of common stock and options to purchase common stock to prior holders of Profits Interests in connection with the Corporate Conversion was accounted for as a type-1 modification of the old awards. See Note 14, Corporate Conversion and Equity, for detail on the conversion of awards under the previous LLC structure to the new corporate structure. The following table presents the activity related to stock options for the three months ending March 31, 2019. The options generally vest over a four year period. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding, January 1, 2019 2,228,904 $ 14.89 Granted 784,173 7.32 Exercised — — Cancelled (111,107 ) 15.09 Outstanding, March 31, 2019 2,901,970 $ 12.84 9.0 Valuation Information for Stock-Based Compensation For purposes of determining estimated fair value under FASB ASC 718-10, the Company computed the estimated fair values of stock options using the Black-Scholes model. The fair value of stock options issued during the first quarter of 2019 are provided in the following table: Period Granted # Options Exercise Price ($) Expected Volatility (%) Risk-Free Interest Rate (%) Expected Dividend Yield (%) Expected Term (Years) January 2019 38,200 5.05-7.28 78.97-86.33 2.48-2.60 0.0 5.3-6.1 February 2019 455,223 6.57-6.87 84.30-84.72 2.52-2.54 0.0 6.0-6.2 March 2019 290,750 7.52-8.40 84.91-86.45 2.21-2.48 0.0 .07-6.2 The risk-free interest rate is the average U.S. Treasury rate with a term that most closely resembles the expected life of the award. The expected term of the award was calculated using the simplified method. For volatility, the Company uses its historical volatility based on the grant date and the expected life of the option. The Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. The following table presents the activity related to restricted stock awards for the three months ending March 31, 2019. The restricted stock granted generally vest over a four year period. Number of Shares Weighted Average Grant Date Fair Value Outstanding January 1, 2019 1,342,710 $ 15.00 Granted 187,088 6.95 Converted — — Cancelled (1,362 ) 8.67 Outstanding, March 31, 2019 1,528,436 $ 14.02 The following table presents the activity related to restricted stock unit awards for the three months ending March 31, 2019: Number of Shares Weighted Average Grant Date Fair Value Outstanding, January 1, 2019 79,998 $ 15.00 Granted — — Converted — — Cancelled — — Outstanding, March 31, 2019 79,998 $ 15.00 The Company recognized stock compensation for its equity awards as follows: Three months ended March 31, 2019 2018 Selling, general and administrative $ 438,761 $ 147,798 Research and development $ 276,556 $ 119,347 Cost of goods sold $ 28,715 $ — Total unrecognized compensation cost related to unvested awards as of March 31, 2019 was $9.6 million and is expected to be recognized over the next 3.3 years. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 3 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Stock Purchase Plan | Note 18. Employee Stock Purchase Plan Employee Stock Purchase Plan On January 1, 2019, the Company adopted the 2019 Employee Stock Purchase Plan. The Plan is to provide eligible employees of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions, which are included in other current liabilities until they are used to purchase Company shares. The maximum number of shares reserved for delivery under the plan is: (a) 300,000 shares, plus (b) an annual increase to be added as of the first day of the Company’s fiscal year, beginning in 2020 and occurring each year thereafter through 2029, equal to 1% of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of Shares, including no Shares, determined by the Administrator); provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) will not exceed a total of 4,500,000 Shares. There have not been any shares issued as of March 31, 2019. The first shares are expected to be issued July 1, 2019, in accordance with the plan document, subject to approval of the shareholders at the June 2019 meeting. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19. Commitments and Contingencies Claim from Lifehealthcare Pty Ltd. The Company was party to a joint venture arrangement (JV Arrangement) in Australia with Lifehealthcare Pty Ltd (LHP). In 2017, the parties agreed to terminate the JV Arrangement. In March 2019, the Company received a letter from LHP alleging certain breaches by the Company under the JV Arrangement, primarily arising out of the Company’s alleged failure to notify LHP of the Company’s IPO. The Company strongly disputes these allegations and intends to vigorously assert its defenses to the alleged claims but cannot predict the outcome of the matter at this time. However, the financial impact, if any, in connection with the resolution of this matter is not expected to be material. Settlement Agreement In January 2019, the Company settled a dispute with one of its former advisors, Madison Global Partners, who had filed a complaint against the Company in the Supreme Court of the State of New York, County of New York (Index No. 652329/2018) as previously reported. As part of that settlement, the Company paid Madison Global $325,000 and issued to Madison Global and its representatives warrants to purchase in the aggregate 62,181 shares of its common stock at prices ranging from $5.68 per share to $12.60 per share. 5,192 warrants with an exercise price of $5.68 were issued and the expense was recognized in January 2019. All other amounts were accrued in prior accounting periods. The warrants issued are shown in the following table: # Warrants Exercise Price Expiration Dates 8,576 $ 8.86 April 1, 2021 22,253 $ 5.68 March 30, 2022 17,066 $ 12.60 June 30, 2022 14,286 $ 12.60 August 31,2022 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 20. Subsequent Event The Company is in the process of completing the dissolution of its inactive wholly-owned subsidiary, electroCore Bermuda, Ltd., which is expected to be completed in the second quarter of 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. In addition, an inactive affiliate, electroCore (Aust) Pty Limited, a variable interest entity (“VIE”) for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowances for doubtful accounts, and sales returns; valuation of inventory, stock compensation, and contingencies. |
Leases | (c) Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. We have elected not to reassess whether the expired or existing contracts contain leases, nor did we reassess the classification of existing leases as of the adoption date. We did not use hindsight in our assessment. The provisions of this guidance were effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We adopted this guidance as of January 1, 2019, the required effective date, using the effective date transition method. The Company is a lessee under several noncancelable operating leases, primarily for office and warehouse space and office equipment. The Company accounts for leases in accordance with ASC Topic 842, Leases The incremental borrowing rate the Company uses represents the rate of interest that the Company would expect to pay to borrow an amount equal to the lease payments under similar terms. As the Company does not borrow on a collateralized basis, our non-collateralized borrowing rate is used as an input in deriving the incremental borrowing rate. The discount rate used to determine the net present value of the leases at inception was 9.75%. The Company determined the lease term of the noncancelable leases to include periods covered by options to extend the lease for leases that it is reasonably certain to exercise. Lease payments included in the measurement of the lease liability include only fixed payments that the Company owes on the lease. The ROU asset is initially and subsequently measured as the lease liability less any lease incentive plus any prepaid lease payments made at or before lease commencement, plus any indirect costs incurred. The Company monitors events or changes in circumstances that may require a reassessment of its leases. If a reassessment results in the remeasurement of the lease liability, a corresponding adjustment will be made to its ROU assets. The Company also reviews its leases to determine if any impairment loss should be recognized. Operating lease ROU assets are presented as operating lease right of use assets on the consolidated financial statements. The current portion of the operating lease liabilities is included in other current liabilities and the long-term portion is presented separately as operating lease liabilities on the consolidated balance sheet. The Company has elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company recognizes any expense for these short term leases on a straight line basis over the lease term. The Company’s leases generally do not include nonlease maintenance and other expenses. The Company elected the practical expedient not to account for nonlease expense components as a single lease component. The Company recognizes the nonlease expenses in the respective expense accounts. (See Note 10. Leases.) |
Recent Accounting Pronouncements Not Yet Adopted | ( d ) Recent Accounting Pronouncements Not Yet Adopted The Company reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on the financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Net Sales Disaggregated by Geographic Market | The following table provides additional information pertaining to net sales disaggregated by geographic market for the three months ended March 31, 2019 and 2018: For the three months ended March 31, 2019 2018 Geographic Market United States $ 276,465 $ 9,606 United Kingdom 90,584 64,982 Germany 35,836 805 Other 6,716 5,794 Total Net Sales $ 409,601 $ 81,187 |
Cash, Cash Equivalents, and Mar
Cash, Cash Equivalents, and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Cash, Cash Equivalents, and Marketable Securities | The following tables summarizes the Company’s cash, cash equivalents and marketable securities as of March 31, 2019 As of March 31, 2019 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 6,953,786 $ — $ — $ 6,953,786 Corporate Debt Securities $ 13,583,493 $ 2,325 $ (2,058 ) $ 13,583,760 Commercial Paper 4,957,115 — (2,055 ) 4,955,060 U.S. Treasury Bonds 26,875,131 1,858 (2,861 ) 26,874,128 Total marketable securities $ 45,415,739 $ 4,183 $ (6,974 ) $ 45,412,948 Total cash, cash equivalents, and marketable securities $ 52,369,525 $ 4,183 $ (6,974 ) $ 52,366,734 As of December 31, 2018 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 7,600,284 $ — $ — $ 7,600,284 Corporate Debt Securities $ 18,961,145 $ — $ (25,888 ) $ 18,935,257 Commercial Paper 6,970,867 — (4,927 ) 6,965,940 U.S. Treasury Bonds 35,074,005 — (12,115 ) 35,061,890 Total marketable securities $ 61,006,017 $ — $ (42,930 ) $ 60,963,087 Total cash, cash equivalents, and marketable securities $ 68,606,301 $ — $ (42,930 ) $ 68,563,371 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value | A summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows: Fair Value Hierarchy March 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets Cash and cash equivalents $ 6,953,786 $ 6,953,786 $ — $ — Marketable Securities: Corporate Debt Securities 13,583,760 13,583,760 — — Commercial Paper 4,955,060 4,955,060 — — U.S. Treasury Bonds 26,874,128 26,874,128 — — Total $ 52,366,734 $ 52,366,734 $ — $ — December 31, 2018 Assets Cash and cash equivalents $ 7,600,284 $ 7,600,284 $ — $ — Marketable Securities: Corporate Debt Securities 18,935,257 18,935,257 — — Commercial Paper 6,965,940 6,965,940 — — U.S. Government Sponsored Agencies 35,061,890 35,061,890 — — Total $ 68,563,371 $ 68,563,371 $ — $ — |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories Stated at Lower of Cost or Net Realizable Value | Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in first-out basis. March 31, December 31, 2019 2018 Raw materials $ 1,192,797 $ 821,704 Work in process 1,944,551 951,695 Finished goods 451,916 176,003 $ 3,589,264 $ 1,949,402 |
Property and Equipment - Net (T
Property and Equipment - Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, as of March 31, 2019 March 31, December 31, 2019 2018 Machinery and equipment $ 393,154 $ 424,146 Furniture and fixture 283,268 286,268 Computer equipment 20,783 20,783 Property and equipment - gross 697,205 731,197 Less accumulated depreciation and amortization (305,176 ) (350,293 ) Property and equipment - net $ 392,029 $ 380,904 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information for Operating Leases | Supplemental Balance Sheet Information for Operating Leases March 31, 2019 Operating leases: Operating lease right of use assets $ 3,884,803 Operating lease liabilities: Current portion of operating lease liabilities 213,897 Noncurrent operating lease liabilities 4,001,218 Total operating lease liabilities $ 4,215,115 Weighted average remaining lease term (in years) 8.3 Weighted average discount rate 9.75 % |
Supplemental Statement of Cash Flows Information for Operating Leases | Supplemental Statement of Cash Flows Information for Operating Leases Three months ended March 31, 2019 Noncash lease expense 70,315 Change in operating lease liabilities 47,264 |
Future Minimum Lease Payments under Non-Cancellable Operating Leases | Future minimum lease payments under non-cancellable operating leases as of March 31,2019: Remainder of 2019 $ 435,954 2020 720,671 2021 695,353 2022 739,336 2023 752,824 2024 and thereafter 2,944,363 Total future minimum lease payments 6,288,501 Less: Amounts representing interest (2,073,386 ) Total $ 4,215,115 Total lease expense, in accordance with the superseded lease standard was approximately $496,055 for 2018. Future minimum lease payments under non-cancellable operating leases as of December 31, 2018: Year ended December 31, 2019 $ 576,743 2020 714,616 2021 692,893 2022 737,324 2023 and thereafter 3,696,796 Total $ 6,418,372 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of March 31, 2019 and December 31, 2018 consisted of the following: March 31, December 31, 2019 2018 Accrued professional fees 1,163,069 1,273,249 Accrued bonuses 1,352,682 2,152,264 Other accrued expenses 740,557 948,588 $ 3,256,308 $ 4,374,101 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share of Common Stock | The following table sets forth the numerators and denominators used to compute basic and diluted earnings per share of the common stock: For the three months ended March 31, 2019 Numerator – Basic and Diluted Net loss attributable to electroCore, Inc. subsidiaries and affiliate $ (13,861,530 ) Denominator – Basic and Diluted Weighted average shares of common stock outstanding 29,319,318 Net loss per common share, Basic and Diluted $ (0.47 ) |
Stock Based Compensation and _2
Stock Based Compensation and Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity | The following table presents the activity related to stock options for the three months ending March 31, 2019. The options generally vest over a four year period. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding, January 1, 2019 2,228,904 $ 14.89 Granted 784,173 7.32 Exercised — — Cancelled (111,107 ) 15.09 Outstanding, March 31, 2019 2,901,970 $ 12.84 9.0 |
Summary of Estimated Fair Value of Stock Options Issued Upon Corporate Conversion | For purposes of determining estimated fair value under FASB ASC 718-10, the Company computed the estimated fair values of stock options using the Black-Scholes model. The fair value of stock options issued during the first quarter of 2019 are provided in the following table: Period Granted # Options Exercise Price ($) Expected Volatility (%) Risk-Free Interest Rate (%) Expected Dividend Yield (%) Expected Term (Years) January 2019 38,200 5.05-7.28 78.97-86.33 2.48-2.60 0.0 5.3-6.1 February 2019 455,223 6.57-6.87 84.30-84.72 2.52-2.54 0.0 6.0-6.2 March 2019 290,750 7.52-8.40 84.91-86.45 2.21-2.48 0.0 .07-6.2 |
Summary of Restricted Stock Awards Activity | The following table presents the activity related to restricted stock awards for the three months ending March 31, 2019. The restricted stock granted generally vest over a four year period. Number of Shares Weighted Average Grant Date Fair Value Outstanding January 1, 2019 1,342,710 $ 15.00 Granted 187,088 6.95 Converted — — Cancelled (1,362 ) 8.67 Outstanding, March 31, 2019 1,528,436 $ 14.02 |
Summary of Restricted Stock Units Activity | The following table presents the activity related to restricted stock unit awards for the three months ending March 31, 2019: Number of Shares Weighted Average Grant Date Fair Value Outstanding, January 1, 2019 79,998 $ 15.00 Granted — — Converted — — Cancelled — — Outstanding, March 31, 2019 79,998 $ 15.00 |
Schedule of Recognized Stock Compensation for Equity Awards | The Company recognized stock compensation for its equity awards as follows: Three months ended March 31, 2019 2018 Selling, general and administrative $ 438,761 $ 147,798 Research and development $ 276,556 $ 119,347 Cost of goods sold $ 28,715 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Warrants Issued | In January 2019, the Company settled a dispute with one of its former advisors, Madison Global Partners, who had filed a complaint against the Company in the Supreme Court of the State of New York, County of New York (Index No. 652329/2018) as previously reported. As part of that settlement, the Company paid Madison Global $325,000 and issued to Madison Global and its representatives warrants to purchase in the aggregate 62,181 shares of its common stock at prices ranging from $5.68 per share to $12.60 per share. 5,192 warrants with an exercise price of $5.68 were issued and the expense was recognized in January 2019. All other amounts were accrued in prior accounting periods. The warrants issued are shown in the following table: # Warrants Exercise Price Expiration Dates 8,576 $ 8.86 April 1, 2021 22,253 $ 5.68 March 30, 2022 17,066 $ 12.60 June 30, 2022 14,286 $ 12.60 August 31,2022 |
Corporate Organization and Co_2
Corporate Organization and Company Overview - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 21, 2018 | Jun. 30, 2018 | Mar. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Entity information, date to change former legal or registered name | Jun. 21, 2018 | ||
Entity information, former legal or registered name | Electrocore, LLC | ||
IPO | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Net proceeds from issuance of common stock after deducting underwriting discounts and commissions and offering costs | $ 77.5 | $ 77.5 | |
Underwriting discounts and commissions and offering costs | $ 12.2 | ||
IPO | Common Stock | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, shares issued | 5,980,000 | 5,980,000 | |
Common stock, issue price per share | $ 15 | $ 15 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Lessee, operating lease, discount rate | 9.75% |
Risks and Uncertainties - Addit
Risks and Uncertainties - Additional Information (Details) | Jun. 21, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)Distributor | Dec. 31, 2018USD ($) |
Risks And Uncertainties [Line Items] | ||||
Working capital | $ 51,900,000 | $ 65,600,000 | ||
Number of specialty pharmaceutical distributor | Distributor | 1 | |||
Specialty Pharmaceutical Distributor In United States | ||||
Risks And Uncertainties [Line Items] | ||||
Accounts receivable | $ 211,600 | $ 195,730 | ||
IPO | ||||
Risks And Uncertainties [Line Items] | ||||
Proceeds from issuance of common stock net of underwriting discount and other offering expenses | $ 77,500,000 | $ 77,500,000 | ||
IPO | Common Stock | ||||
Risks And Uncertainties [Line Items] | ||||
Common stock, shares issued | shares | 5,980,000 | 5,980,000 | ||
Common stock, issue price per share | $ / shares | $ 15 | $ 15 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | Feb. 01, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue remaining unsatisfied performance obligation | $ 0 | |||
Contra revenue for reduction from cost of therapy under co-payment assistance program | 14,040 | $ 29,207 | ||
Payment term for customers | 31 days | |||
Maximum | ||||
Disaggregation Of Revenue [Line Items] | ||||
Amount of reduction patients could receive from cost of first month of therapy | $ 300 | |||
Amount of reduction from the cost of each refill for maximum of 12 months | $ 250 | |||
GammaCore Sapphire and GamaCore Sapphire | ||||
Disaggregation Of Revenue [Line Items] | ||||
Voucher units redemption value | $ 1,600,000 | |||
GammaCore | ||||
Disaggregation Of Revenue [Line Items] | ||||
Voucher units redemption value | $ 200,000 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Market (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 409,601 | $ 81,187 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 276,465 | 9,606 |
United Kingdom | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 90,584 | 64,982 |
Germany | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | 35,836 | 805 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total Net Sales | $ 6,716 | $ 5,794 |
Cash, Cash Equivalents, and M_2
Cash, Cash Equivalents, and Marketable Securities - Summary of Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||||
Cash and Cash Equivalents, Amortized Cost | $ 6,953,786 | $ 7,600,284 | ||
Cash and cash equivalents | 6,953,786 | 7,600,284 | $ 1,520,466 | $ 13,224,194 |
Marketable securities, Amortized Cost | 45,415,739 | 61,006,017 | ||
Marketable securities, Unrealized Gain | 4,183 | |||
Marketable securities, Unrealized (Loss) | (6,974) | (42,930) | ||
Marketable securities, Fair Value | 45,412,948 | 60,963,087 | ||
Cash, cash equivalents and marketable securities, Amortized Cost | 52,369,525 | 68,606,301 | ||
Cash, cash equivalents and marketable securities, Unrealized Gain | 4,183 | |||
Cash, cash equivalents and marketable securities, Unrealized (Loss) | (6,974) | (42,930) | ||
Cash, cash equivalents and marketable securities, Fair Value | 52,366,734 | 68,563,371 | ||
Corporate Debt Securities | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Marketable securities, Amortized Cost | 13,583,493 | 18,961,145 | ||
Marketable securities, Unrealized Gain | 2,325 | |||
Marketable securities, Unrealized (Loss) | (2,058) | (25,888) | ||
Marketable securities, Fair Value | 13,583,760 | 18,935,257 | ||
Cash, cash equivalents and marketable securities, Fair Value | 13,583,760 | 18,935,257 | ||
Commercial Paper | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Marketable securities, Amortized Cost | 4,957,115 | 6,970,867 | ||
Marketable securities, Unrealized (Loss) | (2,055) | (4,927) | ||
Marketable securities, Fair Value | 4,955,060 | 6,965,940 | ||
Cash, cash equivalents and marketable securities, Fair Value | 4,955,060 | 6,965,940 | ||
U.S. Treasury Bonds | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Marketable securities, Amortized Cost | 26,875,131 | 35,074,005 | ||
Marketable securities, Unrealized Gain | 1,858 | |||
Marketable securities, Unrealized (Loss) | (2,861) | (12,115) | ||
Marketable securities, Fair Value | 26,874,128 | $ 35,061,890 | ||
Cash, cash equivalents and marketable securities, Fair Value | $ 26,874,128 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Carried at Fair Value (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 6,953,786 | $ 7,600,284 |
Marketable Securities | 52,366,734 | 68,563,371 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 13,583,760 | 18,935,257 |
U.S. Government Sponsored Agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 35,061,890 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 4,955,060 | 6,965,940 |
U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 26,874,128 | |
(Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 6,953,786 | 7,600,284 |
Marketable Securities | 52,366,734 | 68,563,371 |
(Level 1) | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 13,583,760 | 18,935,257 |
(Level 1) | U.S. Government Sponsored Agencies | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 35,061,890 | |
(Level 1) | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 4,955,060 | $ 6,965,940 |
(Level 1) | U.S. Treasury Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | $ 26,874,128 |
Inventories - Inventories State
Inventories - Inventories Stated at Lower of Cost or Net Realizable Value (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,192,797 | $ 821,704 |
Work in process | 1,944,551 | 951,695 |
Finished goods | 451,916 | 176,003 |
Inventories | $ 3,589,264 | $ 1,949,402 |
Property and Equipment - Net -
Property and Equipment - Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 697,205 | $ 731,197 |
Less accumulated depreciation and amortization | (305,176) | (350,293) |
Property and equipment - net | 392,029 | 380,904 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 393,154 | 424,146 |
Furniture and Fixture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | 283,268 | 286,268 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment - gross | $ 20,783 | $ 20,783 |
Property and Equipment - Net _2
Property and Equipment - Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization expense | $ 25,522 | $ 7,212 |
Fully Depreciated Assets | ||
Property Plant And Equipment [Line Items] | ||
Write-off of assets | 70,639 | |
Undepreciated Office Furniture | ||
Property Plant And Equipment [Line Items] | ||
Write-off of assets | $ 671 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||||
Right of use assets recognized for leases | $ 3,884,803 | |||
Lease liabilities | $ 4,215,115 | |||
Effective date | Jan. 1, 2019 | |||
Remaining lease term | 12 months or less | |||
Lease option to extend | up to an additional five years | |||
Lessee, operating lease, discount rate | 9.75% | |||
Recognized lease expenses | $ 199,654 | $ 122,818 | ||
Total lease expense, in accordance with superseded lease standard | $ 496,055 | |||
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Lease, Term of contract | 3 years | |||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Lease, Term of contract | 5 years | |||
Lessee, operating lease, extension term | 5 years | |||
Building | ||||
Lessee Lease Description [Line Items] | ||||
Right of use assets recognized for leases | $ 3,900,000 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information for Operating Leases (Details) | Mar. 31, 2019USD ($) |
Operating leases: | |
Operating lease right of use assets | $ 3,884,803 |
Current portion of operating lease liabilities | 213,897 |
Operating lease liabilities | 4,001,218 |
Total operating lease liabilities | $ 4,215,115 |
Weighted average remaining lease term (in years) | 8 years 3 months 19 days |
Weighted average discount rate | 9.75% |
Leases - Supplemental Statement
Leases - Supplemental Statement of Cash Flows Information for Operating Leases (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Noncash lease expense | $ 70,315 |
Change in operating lease liabilities | $ 47,264 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Remainder of 2019 | $ 435,954 | |
2020 | 720,671 | $ 714,616 |
2021 | 695,353 | 692,893 |
2022 | 739,336 | 737,324 |
2023 | 752,824 | |
2024 and thereafter | 2,944,363 | |
Total future minimum lease payments | 6,288,501 | 6,418,372 |
Less: Amounts representing interest | (2,073,386) | |
Lease liabilities | $ 4,215,115 | |
Year ended December 31, 2019 | 576,743 | |
2023 and thereafter | $ 3,696,796 |
Other Assets - Additional Infor
Other Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Other Assets [Abstract] | ||
Cloud computing arrangement implementation cost incurred | $ 498,191 | $ 395,404 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 1,163,069 | $ 1,273,249 |
Accrued bonuses | 1,352,682 | 2,152,264 |
Other accrued expenses | 740,557 | 948,588 |
Accrued expenses | $ 3,256,308 | $ 4,374,101 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Earnings Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator – Basic and Diluted | ||
Net loss attributable to electroCore, Inc. subsidiaries and affiliate | $ (13,861,530) | $ (9,498,540) |
Denominator – Basic and Diluted | ||
Weighted average shares of common stock outstanding | 29,319,318 | |
Net loss per common share, Basic and Diluted | $ (0.47) |
Corporate Conversion and Equi_2
Corporate Conversion and Equity - Additional Information (Details) | Jun. 20, 2018USD ($)Unit$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2018$ / shares | Jun. 21, 2018$ / sharesshares | Mar. 31, 2018shares |
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 29,633,240 | 29,633,240 | 29,450,035 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||
Number of classes of units permitted for issuance | Unit | 4 | |||||||
Number of vote each member is entitled to for each unit held | Vote | 1 | |||||||
Warrants issued to purchase of stock | 7,739,092 | |||||||
Financial Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 101,119 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Purchasers of Bridge Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 429,948 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Series A Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued and unpaid preferred return payable | $ | $ 3,600,000 | $ 3,600,000 | ||||||
Total convertible preferred units | $ | $ 54,923,430 | |||||||
Preferred return percentage | 4.00% | |||||||
Reduction in preferred return percentage | 2.00% | |||||||
Stock split, conversion ratio | 0.05556 | |||||||
Warrants issued to purchase of stock | 0 | |||||||
Series A Preferred Units | December 2015 Term Loan | Financial Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 221,766 | |||||||
Series B Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock split, conversion ratio | 0.05556 | |||||||
Series B Preferred Units | Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ | $ 46,911,300 | |||||||
Aggregate amount of bridge notes and related accrued and unpaid interest | $ | 73,630,210 | |||||||
Aggregate amount of bridge notes and related accrued and unpaid interest | $ | 73,630,210 | |||||||
Series B Preferred Units | Promissory Notes | Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Bridge note converted amount | $ | $ 26,718,910 | |||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 23,470,034 | |||||||
Preferred return payable upon public offering | $ | $ 3,629,092 | |||||||
Warrants issued to purchase of stock | 35,452,084 | 35,452,084 | ||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||
Common Stock | Advisors | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 2,724,549 | |||||||
Warrants to purchase common stock | 151,364 | |||||||
Exercise price of warrants | $ / shares | $ 12.60 | |||||||
Common Stock | Advisors | Exercise Price One | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 2,724,549 | 2,724,549 | ||||||
Exercise price of warrants | $ / shares | $ 0.70 | $ 0.70 | ||||||
Common Stock | Advisors | Exercise Price Two | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants issued to purchase of stock | 72,000 | 72,000 | ||||||
Exercise price of warrants | $ / shares | $ 1.25 | $ 1.25 | ||||||
Common Stock | Profits Interests | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 1,345,231 | |||||||
Options to purchase common stock shares | 2,141,751 | |||||||
Options to purchase common stock shares, exercise price | $ / shares | $ 15 | $ 15 | ||||||
Common Stock | Common Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 12,099,280 | |||||||
Common Stock | Series A Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 4,181,856 | |||||||
Common stock shares issued as payment in full for accrued and unpaid preferred return payable | 241,939 | 241,939 | ||||||
Common Stock | Series B Preferred Units | ||||||||
Class of Stock [Line Items] | ||||||||
Units converted into common stock shares | 5,843,668 | |||||||
IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 29,450,034 | |||||||
IPO | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Options to purchase common stock shares, exercise price | $ / shares | $ 15 | $ 15 | ||||||
IPO | Common Stock | Series A Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants to purchase common stock | 12,321 | |||||||
Exercise price of warrants | $ / shares | $ 15.30 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Accrued interest related to uncertain tax positions | 0 |
Accrued penalties related to uncertain tax positions | $ 0 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | Jun. 21, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | ||
Warrants issued to purchase of stock | 7,739,092 | |
Purchasers of Bridge Notes | ||
Debt Instrument [Line Items] | ||
Warrants to purchase common stock | 429,948 | |
Warrants to purchase common stock at exercise price | $ 12.60 |
Stock Based Compensation and _3
Stock Based Compensation and Unit-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
Employee service share based compensation nonvested awards total compensation cost not yet recognized | $ 9.6 |
Employee service share based compensation nonvested awards total compensation cost not yet recognized period for recognition | 3 years 3 months 18 days |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting period | 4 years |
Stock Based Compensation and _4
Stock Based Compensation and Unit-Based Compensation - Summary of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Options, Outstanding, January 1, 2019 | shares | 2,228,904 |
Number of Options, Granted | shares | 784,173 |
Number of Options, Cancelled | shares | (111,107) |
Number of Options, Outstanding, March 31, 2019 | shares | 2,901,970 |
Weighted Average Exercise Price, Outstanding, January 1, 2019 | $ / shares | $ 14.89 |
Weighted Average Exercise Price, Granted | $ / shares | 7.32 |
Weighted Average Exercise Price, Cancelled | $ / shares | 15.09 |
Weighted Average Exercise Price, Outstanding, March 31, 2019 | $ / shares | $ 12.84 |
Weighted Average Remaining Contractual Term (Years), Outstanding, March 31, 2019 | 9 years |
Stock Based Compensation and _5
Stock Based Compensation and Unit-Based Compensation - Summary of Estimated Fair Value of Stock Options Issued Upon Corporate Conversion (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Granted | shares | 784,173 |
January 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Granted | shares | 38,200 |
Expected Volatility, Minimum | 78.97% |
Expected Volatility, Maximum | 86.33% |
Risk-Free Interest Rate, Minimum | 2.48% |
Risk-Free Interest Rate, Maximum | 2.60% |
Expected Dividend Yield | 0.00% |
February 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Granted | shares | 455,223 |
Expected Volatility, Minimum | 84.30% |
Expected Volatility, Maximum | 84.72% |
Risk-Free Interest Rate, Minimum | 2.52% |
Risk-Free Interest Rate, Maximum | 2.54% |
Expected Dividend Yield | 0.00% |
March 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options, Granted | shares | 290,750 |
Expected Volatility, Minimum | 84.91% |
Expected Volatility, Maximum | 86.45% |
Risk-Free Interest Rate, Minimum | 2.17% |
Risk-Free Interest Rate, Maximum | 2.48% |
Expected Dividend Yield | 0.00% |
Minimum | January 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 5.05 |
ExpectedTerm (Years) | 5 years 3 months 18 days |
Minimum | February 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 6.57 |
ExpectedTerm (Years) | 6 years |
Minimum | March 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 7.52 |
ExpectedTerm (Years) | 8 months 12 days |
Maximum | January 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 7.28 |
ExpectedTerm (Years) | 6 years 1 month 6 days |
Maximum | February 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 6.87 |
ExpectedTerm (Years) | 6 years 2 months 12 days |
Maximum | March 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Exercise Price | $ 8.40 |
ExpectedTerm (Years) | 6 years 2 months 12 days |
Stock Based Compensation and _6
Stock Based Compensation and Unit-Based Compensation - Summary of Restricted Stock Awards Activity (Details) - Restricted Stock Awards | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, January 1, 2019 | shares | 1,342,710 |
Number of Shares, Granted | shares | 187,088 |
Number of Shares, Cancelled | shares | (1,362) |
Number of Shares, Outstanding, March 31, 2019 | shares | 1,528,436 |
Weighted Average Grand Date Fair Value, Outstanding January 1, 2019 | $ 15 |
Weighted Average Grand Date Fair Value, Granted | 6.95 |
Weighted Average Grand Date Fair Value, Converted | |
Weighted Average Grand Date Fair Value, Cancelled | 8.67 |
Weighted Average Grand Date Fair Value, Outstanding March 31, 2019 | $ 14.02 |
Stock Based Compensation and _7
Stock Based Compensation and Unit-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Unit | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, January 1, 2019 | 79,998 |
Number of Shares, Converted | |
Number of Shares, Cancelled | |
Number of Shares, Outstanding, March 31, 2019 | 79,998 |
Weighted Average Grand Date Fair Value, Outstanding January 1, 2019 | $ / shares | $ 15 |
Weighted Average Grand Date Fair Value, Outstanding March 31, 2019 | $ / shares | $ 15 |
Stock Based Compensation and _8
Stock Based Compensation and Unit-Based Compensation - Schedule of Recognized Stock Compensation for Equity Awards (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Selling, General And Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Promotional expense | $ 438,761 | $ 147,798 |
Research And Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Promotional expense | 276,556 | $ 119,347 |
Cost Of Goods Sold | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Promotional expense | $ 28,715 |
Employee Stock Purchase Plan -
Employee Stock Purchase Plan - Additional Information (Details) - 2019 Employee Stock Purchase Plan | Jan. 01, 2019shares |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based compensation arrangement by share-based payment award, plan description | On January 1, 2019, the Company adopted the 2019 Employee Stock Purchase Plan. The Plan is to provide eligible employees of the Company with an opportunity to purchase common stock of the Company through accumulated payroll deductions, which are included in other current liabilities until they are used to purchase Company shares. The maximum number of shares reserved for delivery under the plan is: 300,000 shares, plus an annual increase to be added as of the first day of the Company’s fiscal year, beginning in 2020 and occurring each year thereafter through 2029, equal to 1% of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of Shares, including no Shares, determined by the Administrator); provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) will not exceed a total of 4,500,000 Shares. |
Share-based compensation arrangement by share-based payment award, number of shares reserved | 300,000 |
Stock purchase plan annual increase in shares beginning period | 2020 |
Stock purchase plan annual increase in shares ending period | 2029 |
Stock purchase plan annual increase in shares percentage | 1.00% |
Maximum | |
Defined Benefit Plan Disclosure [Line Items] | |
Share-based compensation arrangement by share-based payment award, maximum number of additional shares available | 4,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | |
Jan. 31, 2019USD ($)Dispute$ / sharesshares | Mar. 31, 2019$ / shares | |
Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 1.25 | |
Former Financial Advisor | ||
Class Of Warrant Or Right [Line Items] | ||
Number of dispute settled | Dispute | 1 | |
Cash paid in settlement agreement | $ | $ 325,000 | |
Former Financial Advisor | Common Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants to purchase common stock | shares | 62,181 | |
Exercise price of warrants | $ 5.68 | |
Former Financial Advisor | Common Stock | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | 5.68 | |
Former Financial Advisor | Common Stock | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Exercise price of warrants | $ 12.60 | |
Former Financial Advisor | Common Stock | Warrants with Exercise Price of $5.68 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants to purchase common stock | shares | 5,192 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Warrants Issued (Details) - $ / shares | Jan. 31, 2019 | Mar. 31, 2018 |
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 7,739,092 | |
Former Financial Advisor | Warrant One | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 8,576 | |
Warrants to purchase common stock at exercise price | $ 8.86 | |
Expiration Dates | Apr. 1, 2021 | |
Former Financial Advisor | Warrant Two | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 22,253 | |
Warrants to purchase common stock at exercise price | $ 5.68 | |
Expiration Dates | Mar. 30, 2022 | |
Former Financial Advisor | Warrant Three | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 17,066 | |
Warrants to purchase common stock at exercise price | $ 12.60 | |
Expiration Dates | Jun. 30, 2022 | |
Former Financial Advisor | Warrant Four | ||
Class Of Warrant Or Right [Line Items] | ||
Number of Warrants | 14,286 | |
Warrants to purchase common stock at exercise price | $ 12.60 | |
Expiration Dates | Aug. 31, 2022 |