Explanatory Information Relating to Dividend of Series A Preferred Stock As of December 7, 2022
As you may know, the Board of Directors of electroCore, Inc. recently declared a stock dividend for our common stockholders. The dividend of Series A Preferred Stock is expected to be issued later this month to holders of record as of December 19, 2022.
The dividend is issuable in fractions of a share of Series A Preferred Stock. If you own one share of Common Stock, you will receive one one-thousandth (1/1,000th) of a share of Series A Preferred Stock. If you own 1,000 shares of Common Stock you will receive one whole share of Series A Preferred Stock.
Each 1/1000th of a share of Series A Preferred Stock will entitle the holder to 1,000 votes, solely with respect to a vote on a potential reverse stock split of our Common Stock that may take place in the future, if at all. Accordingly, if a stockholder owns 1,000 shares of Common Stock, it would be entitled to one million (1,000,000) votes, solely with respect to a vote on a reverse stock split of our Common Stock.
NOTE: There has not been a reverse stock split of the Common Stock at this time.
The issuance of the Series A Preferred Stock dividend does not change the rights generally afforded to holders of our Common Stock. The Series A Preferred Stock is uncertificated and will trade with the Common Stock. The Series A Preferred Stock may not be transferred except in connection with a transfer by such holder of any related shares of Common Stock, in which case a number of one one-thousandths (1/1,000ths) of a share of Series A Preferred Stock equal to the number of shares of Common Stock to be transferred by such holder will be automatically transferred to the transferee of such shares of Common Stock.
We expect that in early 2023 we will hold a special meeting of all stockholders of record as of the applicable record date to consider a reverse stock split. All shares of Series A Preferred stock that are not present in person or proxy at a meeting held to vote on a reverse stock split immediately prior to the opening of polls at such a meeting will automatically be redeemed. Any shares of Series A Preferred Stock not redeemed immediately prior to the opening of polls at such a meeting will be redeemed automatically and effective at the earlier of (i) such time and date specified by the Board in its sole discretion or (ii) approval by the Company’s stockholders of a reverse stock split of our Common Stock. Shares of Series A Preferred Stock redeemed will be redeemed in consideration for the right to receive $0.10 in cash for each ten (10) shares of Series A Preferred Stock. Holders of less than ten (10) shares of Series A Preferred Stock will not be entitled to any payment in respect of the redemption.
The Certificate of Designation setting forth the exact terms of the Series A Preferred Stock was filed with the Delaware Secretary of State and became effective on December 6, 2022. The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to electroCore’s Current Report on Form 8-K filed with the SEC on December 7, 2022.
Further details regarding the potential special meeting to consider a reverse stock split will be contained in a definitive proxy statement on Schedule 14A that would be filed by the Company with the SEC. The special meeting would relate solely to a proposal to potentially effect a reverse stock split.
This communication does not constitute a solicitation of any vote or approval of any matter. Investors will be able to obtain a free copy of the definitive proxy statement for a special meeting, when available, and other relevant documents filed by electroCore, Inc. with the SEC at the SEC’s website at www.sec.gov. In addition, investors may obtain a free copy of the applicable proxy statement, when available, and other relevant documents from our website at www.electrocore.com or by directing a request to electroCore, Inc., Attn: Corporate Secretary, 200 Forge Way, Suite 205, Rockaway, NJ 07866, or by calling (973) 290-0097.