SECURITIES AND EXCHANGE COMMISSION
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)
March 26, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)|| |
150 Allen Road, Suite 201
Basking Ridge, NJ 07920
(Address of principal executive offices and zip code)
(Registrants 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||
Name of each exchange
on which registered
|Common Stock, Par Value $0.001 Per Share||ECOR||NASDAQ Global Select 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. ☒
|Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On March 26, 2020, electroCore, Inc. (the Company) announced that its board of directors (the Board) appointed three new members, effective April 2, 2020. The newly appointed board members are Peter Cuneo, John Gandolfo and Thomas Patton (the New Directors). As a Class II director, Mr. Pattons term lasts until the Companys 2020 annual meeting of stockholders. As Class III directors, Mr. Gandolfos and Mr. Cuneos term each lasts until the Companys 2021 annual meeting of stockholders.
Each of the New Directors was appointed to the Audit Committee of the Board, and Mr. Cuneo was also appointed to the Compensation Committee of the Board.
None of the New Directors is a party to, or has any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of the New Directors and any other persons pursuant to which each was selected as a director.
In connection with their appointment, each of the New Directors is expected to be granted an inaugural award of 150,000 restricted stock units, deferred stock units, or stock options with an exercise price equal to the closing price of the Companys common stock on the Nasdaq Stock Market on April 2, 2020, and in in each case vesting over three years, subject to earlier vesting in the case of a change of control.
Additionally, each of the New Directors and the Company will enter into the Companys standard form of indemnification agreement for directors and executive officers.
The Company also announced that two current members of the Board, James L.L. Tullis and Nicholas Colucci, will be resigning from the Board immediately prior to the Companys 2020 annual meeting of stockholders. Mr. Tullis and Mr. Coluccis decisions to resign did not result from any disagreement with the Company on any matter relating to Company operations, policies or practices.
In connection with the foregoing, effective April 2, 2020, Michael G. Atieh, a member of the Board, was appointed to the Nominating and Governance Committee of the Board, and Dr. Thomas Errico, a member of the Board, was appointed chairman of the Nominating and Governance Committee of the Board.
The size of the Board will be increased from eight members to 11 members, effective April 2, 2020, and will be reduced to nine members effective immediately prior to the Companys 2020 annual meeting of stockholders.
A copy of the press release announcing the foregoing matters is filed with this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Description of Exhibit
|99.1||Press release dated March 26, 2020.|
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.
March 26, 2020
/s/ Brian Posner
Chief Financial Officer
electroCore Announces Changes to its Board of Directors
John Gandolfo, Tom Patton and Peter Cuneo to join the Board, adding significant medical technology
operational, financial and turn-around experience
BASKING RIDGE, N.J., March 26, 2020 electroCore, Inc. (Nasdaq: ECOR), a commercial-stage bioelectronic medicine company, today announced the appointments of three new independent members to its Board of Directors effective April 2, 2020. The newly appointed board members are John Gandolfo, Thomas Patton and Peter Cuneo. The company also announced that current Board members Nick Colucci and Jim Tullis will be stepping down from the Board prior to the companys annual meeting of stockholders that is expected to be held in June 2020. As previously announced Chairman Carrie S. Cox is stepping down from the Board on April 1, 2020 and will be succeeded in that role by independent Board member Michael G. Atieh.
John, Tom and Peter are all successful organizational leaders with proven track records, and I am very pleased that they have chosen to join our Board, said Daniel Goldberger, Chief Executive Officer of electroCore. We are at a critical stage in our companys evolution with significant untapped commercial opportunities for gammaCore in front of us, and I believe the diverse skill sets that these individuals bring will further strengthen our Board and act as an invaluable resource for our team. We look forward to their contributions.
I would like to thank Carrie, Nick and Jim for their insights and guidance. It is in large part to their counsel that we believe we are positioned to achieve great things with gammaCore in 2020 and beyond, Mr. Goldberger concluded.
Mr. John Gandolfo brings to the electroCore Board more than 30 years of financial leadership at both public and private companies across multiple industry sectors. His specific expertise includes the implementation of accounting and internal control systems, capital raising, mergers and acquisitions, Wall Street analyst relationship building, expense control and cash flow optimization. He currently serves as Chief Financial Officer of Eyenovia, Inc. (EYEN), a publicly held, late clinical stage biopharmaceutical company focusing on the development of ophthalmic drugs. Prior to Eyenovia, he served as Chief Financial Officer of Xtant Medical Holdings, Inc. (XTNT), a publicly held orthopedic and spine medical device company with multiple operations throughout the United States. Prior healthcare experience includes Chief Financial Officer positions at Progenitor Cell Therapy LLC, Power Medical Interventions (PMII) and Bioject, Inc. (BJCT), among others. Mr. Gandolfos experience also includes serving on the Audit Committees of the Boards of multiple medical technology companies.
Mr. Thomas Patton is a seasoned healthcare executive and board member with operational, strategic, financial, legal, compliance and transactional experience, from start-ups to growth companies, both public and private. He last served as President and Chief Executive Officer of CAS Medical Systems (CASM), a publicly traded developer and distributor of patient monitoring equipment, from 2010-2019. His prior experience includes as Co-Founder, President and CEO of QDX, Inc., a developer of unique micro-fluidic diagnostic technology utilizing digital imaging techniques for hematologic analysis, as President and Chief Operating Officer of Novametrix Medical Systems, Inc. (NMTX), and CEO of Wright Medical Technology, Inc. Mr. Paton has served on eleven separate Boards of Directors for both public and private medical products and services companies, and currently serves on the Board of Misonix, Inc. (MSON), a publicly traded ultrasonic surgical tools and wound care company.
Mr. Peter Cuneo brings significant executive leadership and turn-around experience to electroCores Board. He currently serves as a Managing Principal of Cuneo & Company LLC, a private investment and management company that he founded. Mr. Cuneos past experience includes as Chief Executive Officer of Marvel Entertainment until its sale to Disney in 2009. Prior to that, he successfully led three turnarounds, first as President of Clairols Personal Care Division, as President of Black and Deckers Security Hardware Group, and as Chief Executive Officer of Remington Products. Mr. Cuneos Board experience includes serving as Chairman of the Board of Valiant Entertainment following Cuneo & Cos investment in the company. He currently serves as Chairman of Iconix Brands and Chairman of BeyondView LLC, and previously served as Vice Chairman of Marvel. He currently serves as Chairman emeritus of the Alfred University Board of Trustees and on the Board of the National Archives Foundation in Washington, D.C. Peter holds an MBA from Harvard Business School.
gammaCore (nVNS) is the first non-invasive, hand-held medical therapy applied at the neck as an adjunctive therapy to treat migraine and cluster headache through the utilization of a mild electrical stimulation to the vagus nerve that passes through the skin. Designed as a portable, easy-to-use technology, gammaCore can be self-administered by patients, as needed, without the potential side effects associated with commonly prescribed drugs. When placed on a patients neck over the vagus nerve, gammaCore stimulates the nerves afferent fibers, which [can/may?] lead to a reduction of pain in patients.
gammaCore is CE-marked in the European Union for the acute and/or prophylactic treatment of primary headache (Migraine, Cluster Headache, Trigeminal Autonomic Cephalalgias and Hemicrania Continua) and Medication Overuse Headache in adults. gammaCore is FDA cleared in the United States for adjunctive use for the preventive treatment of cluster headache in adult patients, the acute treatment of pain associated with episodic cluster headache in adult patients, and the acute treatment of pain associated with migraine headache in adult patients.
Safety and efficacy of gammaCore have not been evaluated in the following patients:
Patients with an active implantable medical device, such as a pacemaker, hearing aid implant, or any implanted electronic device
Patients diagnosed with narrowing of the arteries (carotid atherosclerosis)
Patients who have had surgery to cut the vagus nerve in the neck (cervical vagotomy)
Patients with clinically significant hypertension, hypotension, bradycardia, or tachycardia
Patients should not use gammaCore if they:
Have a metallic device such as a stent, bone plate, or bone screw implanted at or near their neck
Are using another device at the same time (e.g., TENS Unit, muscle stimulator) or any portable electronic device (e.g., mobile phone)
In the US, the FDA has not cleared gammaCore for the acute treatment of chronic cluster headache or the preventative treatment of migraine headache.
Please refer to the gammaCore Instructions for Use for all of the important warnings and precautions before using or prescribing this product.
This press release 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 electroCores business prospects and product development plans, its pipeline or potential markets for its technologies, and other statements that are not historical in nature, particularly those that utilize terminology such as anticipates, will, expects, believes, intends, 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 electroCores business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize gammaCore, competition in the industry in which electroCore operates and overall 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.