8-K

electroCore, Inc.

December 27, 2019

/s/ Brian Posner

Brian Posner

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

December 20, 2019

electroCore, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38538

20-3454976

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

150 Allen Road, Suite 201

Basking Ridge, NJ 07920

(Address of principal executive offices and zip code)

(973) 290-0097

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.001 Per Share

ECOR

NASDAQ Global Select Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2019, Carrie Cox resigned from the Board of Directors (the “Board”), and all committees of the Board, of electroCore, Inc. (the “Company”), effective as of March 31, 2020. Ms. Cox has served as a member and Chairman of the Board since June 2018. Ms. Cox also serves on the Board’s Audit Committee and Nominating and Governance Committee.

Michael Atieh, a member of the Board, will assume the role of Chairman of the Board, effective as of March 31, 2020. Mr. Atieh has served as a director of the Company since June 2018.

On December 27, 2019, the Company issued a press release announcing the foregoing changes to the Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.

Ms. Cox’s decision to resign did not result from any disagreement with the Company on any matter relating to the Company operations, policies or practices.

Item 8.01. Other Events.

On December 20, 2019, by resolution of the Board, the size of the Board will be reduced from nine members to eight members, effective as of April 1, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release, dated December 27, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.