Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

May 28, 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)



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))


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.  ☒




Explanatory Note

Item 9.01 Financial Statements and Exhibits.

This Amendment No. 1 (the “Amendment”) amends the Current Report on Form 8-K filed by electroCore, Inc. (the “Company”) on May 30, 2019 (the “Original Report”). The sole purpose of the Amendment is to correct a typographical error in Exhibit 99.2 to the Original Report. No other revisions have been made to the Original Report or the exhibits filed therewith.

The Company is filing with this Amendment an updated consent of its independent registered public accounting firm (the “Independent Accountant”) to the incorporation by reference of the Independent Accountant’s report dated March 28, 2019 with respect to the Company’s consolidated financial statements, which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

(d) Exhibits.




Description of Exhibit

99.2    Consent of KPMG LLP




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 30, 2019       /s/ Brian Posner
           Brian Posner
           Chief Financial Officer




Exhibit 99.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

electroCore, Inc.:

We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-228863 and No. 333-225864) of electroCore, Inc. of our report dated March 28, 2019, with respect to the consolidated balance sheets of electroCore, Inc., Subsidiaries and Affiliate as of December 31, 2018 and 2017, and related consolidated statements of operations, comprehensive loss, changes in stockholders equity and members’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively, the consolidated financial statements), which report appears in the December 31, 2018 annual report on Form 10-K of electroCore, Inc.


Short Hills, New Jersey

May 29, 2019