8-K

 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)

May 8, 2024

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)

200 Forge Way, Suite 205

Rockaway, NJ 07866

(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 Capital 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 2.02 Results of Operations and Financial Condition.

On May 8, 2024, electroCore, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference.

Except for information relating to Adjusted EBITDA net loss from operations and its reconciliation to generally accepted accounting principles (GAAP), the information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated May 8, 2024.

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.
May 8, 2024	/s/ Brian M. Posner
	Brian M. Posner
	Chief Financial Officer

EX-99.1

electroCore Announces First Quarter 2024 Financial Results

Record first quarter 2024 net sales of $5.4 million, an increase of 96% over first quarter 2023

 Company to host a conference call and webcast today, May 8, 2024 at 4:30 PM EST

ROCKAWAY, NJ, May 8, 2024 (GLOBE NEWSWIRE) – electroCore, Inc. (Nasdaq: ECOR), a commercial-stage bioelectronic medicine company and wellness company, today announced first quarter 2024 financial results.

Recent Highlights

· Record revenue of $5.4 million, an increase of 96% over first quarter 2023

· Launched our direct-to-consumer mobile app-enabled product for general wellness, Truvaga Plus™

First Quarter2024Financial Results

For the quarter endedMarch 31, 2024,electroCorereported net sales of $5.4 million compared to $2.8 million during the same period of 2023, which represents an approximately 96% increase over the prior year. The increase of $2.7 million is primarily due to an increase in net sales across all major channels. 

(in thousands)	Three months ended March 31,				% Change
Channel		2024		2023
Rx gammaCore™ – VA/DoD	$	3,875	$	1,705	127%
Rx gammaCore – U.S. Commercial		433		430	1%
Outside the United States		449		410	10%
Truvaga™		385		147	162%
Total Before TAC-STIM™		5,142		2,692	91%
TAC-STIM		301		88	242%
Total Revenue	$	5,443	$	2,780	96%

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Gross profit for the first quarter of 2024 was $4.6 million as compared to $2.3 million for the first quarter of 2023. Gross margin was 84% for the first quarter of 2024 and 2023.

Total operating expenses in the first quarter of 2024 were approximately $8.4 million as compared to $8.5 million in the first quarter of 2023.

Research and development expense in the first quarter of 2024 was $399,000 as compared to $1,800,000 in the first quarter of 2023. This decrease was primarily due to a significant reduction in investments associated with the development of Truvaga Plus.

Selling, general and administrative expense in the first quarter of 2024 was $8.0 million as compared to $6.7 million in the first quarter of 2023. The increase was driven by continued targeted investments in sales and marketing to support our commercial efforts.

GAAP net loss in the first quarter of 2024 was $3.5 million or a loss of $0.53 per share, compared to the $5.9 million net loss or a loss of $1.24 per share in the first quarter of 2023. This significant improvement was primarily due to the increase in net sales to $5.4 million for the first quarter of 2024 compared to $2.8 million during the same period of 2023.

Adjusted EBITDA net loss in the first quarter of 2024 was $3.1 million as compared to adjusted EBITDA net loss of $5.1 million in the first quarter of 2023. These improved results are also primarily due to the 96% increase in first quarter 2024 net sales over the first quarter of 2023. The Company defines adjusted EBITDA net loss as GAAP net loss, adjusted to exclude non-operating gains/losses, depreciation and amortization, stock-compensation expense, inventory reserve charges, severance and other related charges, legal fees associated with stockholders’ litigation, and provision/benefit from income taxes. A reconciliation of GAAP net loss to Non-GAAP adjusted EBITDA net loss has been provided in the financial statement tables included in this press release.

Cash, cash equivalents and restricted cash at March 31, 2024 totaled approximately $8.1 million, as compared to approximately $10.6 million as of December 31, 2023.

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Webcast and Conference Call Information

electroCore’s management team will host a conference call today, May 8, 2024, beginning at 4:30 PM EST. Investors interested in listening to the conference call, or webcast may dial 877-407-8835 for domestic callers or 201-689-8779 for international callers, using Conference ID: 13744118, or click through the following link: https://event.choruscall.com/mediaframe/webcast.html?webcastid=abuNgBai.

An archived webcast of the event will be available on the “Investors” section of the company’s website at: www.electrocore.com.

About electroCore, Inc.

electroCore, Inc. is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. Our focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets.

For more information, visit www.electrocore.com.

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Forward-Looking Statements

This press release and other written and oral statements made by representatives of electroCore may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about, electroCore’s business prospects and clinical and product development plans; its pipeline or potential markets for its technologies; the timing, outcome and impact of regulatory, clinical and commercial developments; business prospects around its prescription gammaCore product, general wellness Truvaga and TAC-STIM products, and other potential new products and markets, and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “believes,” “intends,” and other words of similar meaning, derivations of such words and the use of future dates. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to raise the additional funding needed to continue to pursue electroCore’s business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize gammaCore, TAC-STIM, and Truvaga, electroCore’s results of operations and financial performance, inflation and currency fluctuations, and any expectations electroCore may have with respect thereto, competition in the industry in which electroCore operates and overall economic and market conditions. Any forward-looking statements are made as of the date of this press release, and electroCore assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents electroCore files with the SEC available at www.sec.gov.

Contact:

ECOR Investor Relations

(973) 302-9253

investors@electrocore.com

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electroCore, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

	Three months ended
	March 31,
	2024			2023
Net sales	$	5,443		$	2,780
Cost of goods sold		888			458
Gross profit		4,555			2,322
Gross profit margin		84%			84%
Operating expenses
Research and development		399			1,809
Selling, general and administrative		8,005			6,710
Total operating expenses		8,404			8,519
Loss from operations		(3,849	)		(6,197	)
Other (income) expense
Interest and other income		(225	)		(119	)
Other expense		4			—
Total Other (income) expense		(221	)		(119	)
Loss before income taxes		(3,628	)		(6,078	)
Benefit from income taxes		122			211
Net loss	$	(3,506	)	$	(5,867	)
Net loss per share of common stock - Basic and Diluted	$	(0.53	)	$	(1.24	)
Weighted average common shares outstanding - Basic and Diluted		6,617			4,743

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electroCore, Inc. 

Condensed Consolidated Balance Sheet Information

(unaudited)

(in thousands)

	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	7,849	$	10,331
Restricted cash	$	250	$	250
Total assets	$	13,890	$	16,102
Current liabilities	$	7,827	$	8,123
Total liabilities	$	9,394	$	8,660
Total stockholders' equity	$	4,496	$	7,442

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(Unaudited) Use of Non-GAAP Financial Measure

The Company is presenting adjusted EBITDA net loss because it believes this measure is a useful indicator of its operating performance. Management uses this non-GAAP measure principally as a measure of the Company’s core operating performance and believes that this measure is useful to investors because it is frequently used by the financial community, investors, and other interested parties to evaluate companies in the Company’s industry. The Company also believes that this measure is useful to its management and investors as a measure of comparative operating performance from period to period. Additionally, the Company believes its use of non-GAAP adjusted EBITDA net loss from operations facilitates management’s internal comparisons to historical operating results by factoring out potential differences caused by gains and charges not related to its regular, ongoing business, including, without limitation, non-cash charges and certain large and unpredictable charges such as restructuring expenses.

The Company defines adjusted EBITDA net loss as GAAP net loss, adjusting to exclude non-operating gains/losses, depreciation and amortization, stock-compensation expense, inventory reserve charges, severance and other related charges, legal fees associated with stockholders’ litigation, and provision/benefit from income taxes. A reconciliation of GAAP net loss to Non-GAAP adjusted EBITDA net loss is provided in the financial statement table below.

		Three months ended
		March 31,
(in thousands)	2024			2023
GAAP net loss	$	(3,506	)	$	(5,867	)
Depreciation and amortization		206			122
Stock-based compensation		484			572
Inventory reserve charge		—			75
Severance and other related charges		—			332
Legal fees associated with stockholders' litigation		69			—
Interest and other (income) expense		(221	)		(119	)
Benefit from income taxes		(122	)		(211	)
Adjusted EBITDA net loss	$	(3,090	)	$	(5,096	)

The Company’s use of a non-GAAP measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of its results as reported under GAAP. Some of these limitations are: (i) the non-GAAP measure does not reflect interest or tax payments that may represent a reduction in cash available; (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and the non-GAAP measure does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (iii) the non-GAAP measure does not reflect the potentially dilutive impact of equity-based compensation; and (iv) the non-GAAP measure does not reflect changes in, or cash requirements for working capital needs; other companies, including companies in electroCore’s industry, may calculate adjusted EBITDA net loss differently, effectively reducing its usefulness as a comparative measure.

Because of these and other limitations, you should consider the non-GAAP measure together with other GAAP-based financial performance measures, including various cash flow metrics, net loss, and other GAAP results. A reconciliation of GAAP net loss to non-GAAP adjusted EBITDA net loss has been provided in the preceding financial statements table of this press release.

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Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 08, 2024
Entity Registrant Name	electroCore, Inc.
Entity Central Index Key	0001560258
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38538
Entity Tax Identification Number	20-3454976
Entity Address, Address Line One	200 Forge Way
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Rockaway
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07866
City Area Code	973
Local Phone Number	290-0097
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.001 Per Share
Trading Symbol	ECOR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false