UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
F. Peter Cuneo Director Reclassification
Consistent with the certificate of incorporation and amended and restated bylaws of electroCore, Inc. (the “Company”), the board of directors (the “Board”) of the Company has determined that one of the Class III directors with a term expiring at the 2024 Annual Meeting of Stockholders should move to Class I with a term expiring at the 2025 Annual Meeting of Stockholders. Accordingly, on July 11, 2024, F. Peter Cuneo, resigned as a Class III director with a term expiring at the 2024 Annual Meeting of Stockholders, and was immediately reappointed to the Board as a Class I director with a term expiring at the 2025 Annual Meeting of Stockholders. Mr. Cuneo will continue to serve until the 2025 Annual Meeting, at which he will not stand for reelection. The resignation and reappointment of Mr. Cuneo was not due to any disagreement with the Company, the Board or the management of the Company. For all other purposes, including equity award vesting and other compensation matters, Mr. Cuneo’s service on the Board is deemed to have continued uninterrupted. Mr. Cuneo is expected to continue to serve as the Chairman of the Board until the 2025 Annual Meeting.
F. Peter Cuneo Consulting Agreement
On July 11, 2024, the Company and Mr. Cuneo entered into a consulting agreement (the “Agreement”) pursuant to which Mr. Cuneo is expected to begin providing consulting and advisory services to the Company’s Chief Executive Officer for a one-year term as of the completion of his service on the Board, effective as of immediately prior to the 2025 Annual Meeting of Stockholders. Mr. Cuneo will be paid an hourly or per diem fee for such services rendered, if any, and was granted a stock option to purchase 50,000 shares of common stock of the Company at an exercise price of $6.43 per share, which shall vest and be exercisable in 12 equal monthly installments, subject to full vesting, if earlier, immediately prior to the 2025 Annual Meeting of Stockholders or a Change of Control (as defined in the option agreement) so long as Mr. Cuneo remains in continuous service to the Company through such date. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Consulting Agreement by and between electroCore, Inc. and F. Peter Cuneo, dated July 11, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| electroCore, Inc. | |
| July 17, 2024 | /s/ Brian Posner |
| Brian Posner | |
| Chief Financial Officer |