0001213900-21-024913 | 10-Q | XBRL Viewer

Significant Risks and Uncertainties (Tables)

3 Months Ended

Mar. 31, 2021

Significant Risks And Uncertainties [Abstract]

Schedule of revenue channels accounted for 10% or more of the Company's net sales

	Three months ended March 31,
	2021			2020
Revenue channel:
Department of Veterans Affairs and Department of Defense		55.5	%		61.9	%
National Health Service		25.8	%		32.0	%

Net Loss Per Share - Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	6,837,239	5,618,587
Outstanding stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,905,585	3,808,563
Nonvested restricted stock and unit awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,216,455	1,094,825
Stock purchase warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	715,199	715,199

Leases - Additional Information (Details) - USD ($)	3 Months Ended
Leases - Additional Information (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Recognized lease expenses	$ 40,304	$ 119,650

Commitments and Contingencies	3 Months Ended
Mar. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14. Commitments and Contingencies Stockholders Litigation On July 8, 2019 and August 1, 2019, purported stockholders of the Company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM-L 000876-19 and Shirley Stone vs. electroCore, Inc., et al., Docket No. SOM-L 001007-19, respectively. In addition to the Company, the defendants included present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for its IPO; and two of the Company’s stockholders. On August 15, 2019, the Superior Court entered an order consolidating the Kuehl and Stone actions, which proceeded under Docket No. SOM-L 000876-19. Each plaintiff was appointed a co-lead plaintiff. The plaintiffs filed a consolidated amended complaint, which sought certification of a class of stockholders who purchased common stock in the IPO or whose purchases are traceable to that offering. The consolidated amended complaint alleged that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act with respect to the registration statement and related prospectus for the IPO. The complaint sought unspecified compensatory damages, interest, costs and attorneys’ fees. On October 31, 2019, the Company and the other defendants filed a motion to dismiss the complaint or in the alternative to stay the action in favor of the pending federal action (discussed below). On February 21, 2020 the court granted the defendants’ motion to dismiss the consolidated amended complaint with prejudice. On March 2, 2020 the court entered an amended order dismissing the consolidated amended complaint with prejudice. On March 27, 2020, the plaintiffs filed a notice of appeal with the N.J. Superior Court – Appellate Division. The appeal was fully briefed as of July 17, 2020. The date for argument of the appeal has not yet been set. On September 26, 2019 and October 31, 2019, purported stockholders of the Company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs. electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs. electroCore, Inc., et al., Case 1:19-cv-19653, respectively. In addition to the Company, the defendants include present and past directors and officers, and Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for the IPO. The plaintiffs each seek to represent a class of stockholders who (i) purchased the Company’s common stock in the IPO or whose purchases are traceable to the IPO, or (ii) who purchased common stock between the IPO and September 25, 2019. The complaints each alleged that the defendants violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, with respect to (i) the registration statement and related prospectus for the IPO, and (ii) certain post-IPO disclosures filed with the SEC. The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees. In the Turnofsky case, on November 25, 2019 several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel. On April 24, 2020, the Court granted the motion of Carole Tibbs and the firm Bragar, Eagel & Squire, P.C. On July 17, 2020 the plaintiffs filed an amended complaint in Turnofsky. In addition to the prior claims, the amended complaint added an additional director defendant and two investors as defendants and adds a claim against the Company and the underwriters for violating Section 12(a)(2) of the Securities Act. On September 15, 2020, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a claim. On November 6, 2020, the plaintiffs filed their opposition to the motion to dismiss. The Company and the other defendants filed reply papers in support of the motion on December 7, 2020. Argument on the motion to dismiss has not yet been scheduled. The parties have agreed to a non-binding mediation with JAMS. A session with the JAMS mediator occurred on March 30, 2021. The Priewe case was voluntarily dismissed on February 19, 2020. On March 4, 2021, purported stockholder Richard Martz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04135. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with the IPO and actions occurring between the IPO and September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act, breaching fiduciary duties, unjust enrichment and waste of corporate assets. The complaint also purports to allege claims for contribution in connection with the Turnofsky case described above, pursuant to Section 11(f) of the Securities Act and Sections 10(b) and 21D of the Exchange Act. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation. On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Erwin Yuson, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04481. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with a 2019 proxy statement and actions occurring from the IPO through September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act and breaching fiduciary duties. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation. The plaintiffs in the Maltz and Yuson derivative actions have agreed to consolidate and stay those actions. The actions shall be stayed until and through the resolution of any motion for summary judgement in the Turnofsky federal securities class action. The actions are stayed until and through the resolution of any motion for summary judgment in the Turnofsky federal securities class action. A stipulation to that effect was filed by the plantiffs on April 14, 2021 and ordered by the court on April 30, 2021. The Company intends to continue to vigorously defend itself in these matters. However, in light of, among other things, the preliminary stage of these litigation matters, the Company is unable to determine the reasonable probability of loss or a range of potential loss. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgments or settlements that could adversely affect the Company’s financial condition. The Company expenses associated legal fees in the period they are incurred.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14. Commitments and Contingencies

Stockholders Litigation

On July 8, 2019 and August 1, 2019, purported stockholders of the Company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM-L 000876-19 and Shirley Stone vs. electroCore, Inc., et al., Docket No. SOM-L 001007-19, respectively. In addition to the Company, the defendants included present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for its IPO; and two of the Company’s stockholders. On August 15, 2019, the Superior Court entered an order consolidating the Kuehl and Stone actions, which proceeded under Docket No. SOM-L 000876-19. Each plaintiff was appointed a co-lead plaintiff. The plaintiffs filed a consolidated amended complaint, which sought certification of a class of stockholders who purchased common stock in the IPO or whose purchases are traceable to that offering. The consolidated amended complaint alleged that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act with respect to the registration statement and related prospectus for the IPO. The complaint sought unspecified compensatory damages, interest, costs and attorneys’ fees. On October 31, 2019, the Company and the other defendants filed a motion to dismiss the complaint or in the alternative to stay the action in favor of the pending federal action (discussed below).

On February 21, 2020 the court granted the defendants’ motion to dismiss the consolidated amended complaint with prejudice. On March 2, 2020 the court entered an amended order dismissing the consolidated amended complaint with prejudice. On March 27, 2020, the plaintiffs filed a notice of appeal with the N.J. Superior Court – Appellate Division. The appeal was fully briefed as of July 17, 2020. The date for argument of the appeal has not yet been set.

On September 26, 2019 and October 31, 2019, purported stockholders of the Company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs. electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs. electroCore, Inc., et al., Case 1:19-cv-19653, respectively. In addition to the Company, the defendants include present and past directors and officers, and Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for the IPO. The plaintiffs each seek to represent a class of stockholders who (i) purchased the Company’s common stock in the IPO or whose purchases are traceable to the IPO, or (ii) who purchased common stock between the IPO and September 25, 2019. The complaints each alleged that the defendants violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act, with respect to (i) the registration statement and related prospectus for the IPO, and (ii) certain post-IPO disclosures filed with the SEC. The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees.

In the Turnofsky case, on November 25, 2019 several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel. On April 24, 2020, the Court granted the motion of Carole Tibbs and the firm Bragar, Eagel & Squire, P.C. On July 17, 2020 the plaintiffs filed an amended complaint in Turnofsky. In addition to the prior claims, the amended complaint added an additional director defendant and two investors as defendants and adds a claim against the Company and the underwriters for violating Section 12(a)(2) of the Securities Act. On September 15, 2020, the Company and the other defendants filed a motion to dismiss the amended complaint for failure to state a claim. On November 6, 2020, the plaintiffs filed their opposition to the motion to dismiss. The Company and the other defendants filed reply papers in support of the motion on December 7, 2020. Argument on the motion to dismiss has not yet been scheduled. The parties have agreed to a non-binding mediation with JAMS. A session with the JAMS mediator occurred on March 30, 2021.

The Priewe case was voluntarily dismissed on February 19, 2020.

On March 4, 2021, purported stockholder Richard Martz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04135. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with the IPO and actions occurring between the IPO and September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act, breaching fiduciary duties, unjust enrichment and waste of corporate assets. The complaint also purports to allege claims for contribution in connection with the Turnofsky case described above, pursuant to Section 11(f) of the Securities Act and Sections 10(b) and 21D of the Exchange Act. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation. On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey. The action is captioned Erwin Yuson, derivatively on behalf of electroCore, Inc., vs. Francis R. Amato, et al., Case 3:21-cv-04481. The defendants include present and past directors and officers of the Company. The plaintiff purports to pursue derivative claims on behalf of the Company in connection with a 2019 proxy statement and actions occurring from the IPO through September 25, 2019. The complaint alleges that demand on the board of directors is excused. The complaint purports to allege claims against the defendants for violating Section 14(a) of the Exchange Act and breaching fiduciary duties. The complaint seeks unspecified compensatory damages, interest, costs and attorneys’ fees; declaratory relief; and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation.

The plaintiffs in the Maltz and Yuson derivative actions have agreed to consolidate and stay those actions. The actions shall be stayed until and through the resolution of any motion for summary judgement in the Turnofsky federal securities class action. The actions are stayed until and through the resolution of any motion for summary judgment in the Turnofsky federal securities class action. A stipulation to that effect was filed by the plantiffs on April 14, 2021 and ordered by the court on April 30, 2021.

The Company intends to continue to vigorously defend itself in these matters. However, in light of, among other things, the preliminary stage of these litigation matters, the Company is unable to determine the reasonable probability of loss or a range of potential loss. Accordingly, the Company has not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgments or settlements that could adversely affect the Company’s financial condition.

The Company expenses associated legal fees in the period they are incurred.

Cash, Cash Equivalents and Marketable Securities - Summary of Cash, Cash Equivalents, and Marketable Securities (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Schedule Of Available For Sale Securities [Line Items]
Cash and cash equivalents, Amortized Cost	$ 9,064,385	$ 4,241,937
Cash and cash equivalents, Unrealized Gain
Cash and cash equivalents, Unrealized (Loss)
Cash and cash equivalents	9,064,385	4,241,937
Marketable securities, Amortized Cost	16,388,386	18,388,970
Marketable securities, Unrealised Gain
Marketable securities, Unrealized (Loss)	(47)	(2,810)
Marketable securities, Fair Value	16,388,339	18,386,160
Cash, cash equivalents, and marketable securities, Amortized Cost	25,452,771	22,630,907
Cash, cash equivalents, and marketable securities, Unrealized Gain
Cash, cash equivalents, and marketable securities, Unrealized (Loss)	(47)	(2,810)
Cash, cash equivalents, and marketable securities, Fair Value	25,452,724	22,628,097
U.S. Treasury Bonds
Schedule Of Available For Sale Securities [Line Items]
Marketable securities, Amortized Cost	16,388,386	18,388,970
Marketable securities, Unrealised Gain
Marketable securities, Unrealized (Loss)	(47)	(2,810)
Marketable securities, Fair Value	16,388,339	18,386,160
Cash, cash equivalents, and marketable securities, Fair Value	$ 16,388,339	$ 18,386,160

Notes Payable

3 Months Ended

Mar. 31, 2021

Notes Payable [Abstract]

Note Payable

Note 10. Notes Payable

Loan Under the PPP

On May 4, 2020, the Company received proceeds of $1.4 million in connection with a promissory note (the “Note”) entered into with Citibank, N.A. (the “Lender”) evidencing an unsecured loan (the “Loan”) under the PPP. The PPP is a program of the SBA established under the CARES Act. Under the PPP, the proceeds of the Loan may be used for payroll and certain covered interest payments, lease payments and utility payments (“Qualifying Expenses”). The Company used the entire Loan amount for Qualifying Expenses under the PPP.

The interest rate on the Loan is 1.0% per annum. The Note matures on February 2, 2023. On September 2, 2021 (the “First Payment Date”), the Company is required to pay all accrued interest under the Loan that is not forgiven in accordance with the terms of the PPP. Additionally, on the First Payment Date and on the second day of each month thereafter until February 2, 2023, the Company must make equal monthly payments of the amount of principal under the Loan that is not forgiven in accordance with the terms of the PPP and related accrued interest thereon. The Note contains events of default and other conditions customary for a Note of this type.

Under the terms of the CARES Act, PPP loan recipients can be granted forgiveness for all or a portion of the loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of Qualifying Expenses and the recipient maintaining its payroll levels over certain required thresholds under the PPP. The terms of any forgiveness also may be subject to further requirements in any regulations and guidelines the SBA may adopt. No assurance can be provided that the Company will obtain forgiveness of the Note in whole or in part. Official guidance and interpretations of the requirements of the program have been limited and have been changing over time. Despite the Company’s good-faith belief that it properly satisfied all eligibility requirements for the PPP loan, there has been increasing scrutiny of public companies that received loans, and there can be no assurance that the Company will not become subject to regulatory or other scrutiny, including a request or requirement for repayment of some or all of the loan.

On March 24, 2021, the Company applied for loan forgiveness with the Lender under the guidelines of the SBA. If approved, the Company would not be required to repay all, or a part, of the loan.

The Company has accounted for the Loan in accordance with FASB ASC Topic 470, Debt. Accordingly, the Loan is reflected as a liability on its Condensed Consolidated Balance Sheet as of March 31, 2021. As of March 31, 2021, $0.5 million was included under the caption Current liabilities and $0.9 million was included under the caption Noncurrent liabilities. The Company will record a gain if the Loan is forgiven.

Finance and Security Agreement

On July 1, 2020, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (“the Agreement”). The Agreement provides for a single borrowing by the Company of $1.2 million, with a seven-month term and an annual interest rate of 2.18%. The proceeds from this transaction were used to partially fund the premiums due under some of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. The Company is required to pay monthly installments of approximately $164,800 beginning in July 2020. All borrowings were fully repaid as of March 31, 2021.

Revenue Recognition - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 1,203,844	$ 733,771
United States
Disaggregation Of Revenue [Line Items]
Total Net Sales	823,976	457,559
Europe
Disaggregation Of Revenue [Line Items]
Total Net Sales	316,993	245,466
Other
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 62,875	$ 30,746

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Note 7. Inventories

As of March 31, 2021 and December 31, 2020, inventories consisted of the following:

	March 31, 2021		December 31, 2020
Raw materials	$	981,452	$	1,008,653
Work in process		4,367,610		4,304,415
Finished goods		273,666		428,549
Total inventory		5,622,728		5,741,617
Less: noncurrent		4,678,013		4,865,181
Total - current	$	944,715	$	876,436

The reserve for obsolete inventory was $721,426 as of March 31, 2021 and December 31, 2020. The Company records charges for obsolete inventory in cost of goods sold. As of March 31, 2021 and December 31, 2020, noncurrent inventory was comprised of approximately $0.8 million and $0.7 million of raw materials, respectively, and $3.9 million and $4.2 million of work in process, respectively.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses

	March 31, 2021		December 31, 2020
Accrued professional fees	$	233,544	$	270,543
Accrued bonuses		709,445		1,424,878
Other employee related expenses		424,953		371,033
Other		784,210		734,366
	$	2,152,152	$	2,800,820

Stockholders' Equity - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 27, 2020
Stock Purchase Agreement [Line Items]
Value of shares issued	$ 48,493	$ 45,560
Common stock, shares issued	48,492,777	45,559,765
Settlement of accrued bonus, shares	1,090,000
Common Stock
Stock Purchase Agreement [Line Items]
Issuance of stock, shares	2,750,000
Settlement of accrued bonus, shares	165,413
Stock Purchase Agreement \| Lincoln Park
Stock Purchase Agreement [Line Items]
Value of shares issued			$ 5,000,000
Common stock, shares issued			461,676
Fair value of common stock shares issued			$ 186,300
Additional commitment shares issued			230,838
Aggregate proceeds from sale of common stock	$ 6,900,000	$ 15,500,000
Issuance of stock, shares	2,750,000	10,179,676
Stock Purchase Agreement \| Lincoln Park \| Maximum
Stock Purchase Agreement [Line Items]
Value of shares issued			$ 25,000,000

Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

Note 4. Revenue Recognition

Geographical Net Sales

The following table presents net sales disaggregated by geographic area:

	Three months ended March 31,
	2021		2020
Geographic Market
United States	$	823,976	$	457,559
United Kingdom		316,993		245,466
Other		62,875		30,746
Total Net Sales	$	1,203,844	$	733,771

Performance Obligations

Revenue, net of discounts, vouchers, rebates, returns, and co-payment assistance is solely generated from the sales of the gammaCore products. Revenue is recognized when delivery of the product is completed. The Company deems control to have transferred upon the completion of delivery because that is the point in which (1) it has a present right to payment for the product, (2) it has transferred the physical possession of the product, (3) the customer has legal title to the product, (4) the customer has risks and rewards of ownership and (5) the customer has accepted the product. After the products have been delivered and control has transferred, the Company has no remaining unsatisfied performance obligations.

Revenue is measured based on the consideration that the Company expects to receive in exchange for gammaCore, which represents the transaction price. The transaction price includes the fixed per-unit price of the product and variable consideration in the form of trade credits, rebates, and co-payment assistance. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer.

Trade credits are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. For the three months ended March 31, 2021 and 2020, trade credits and discounts were immaterial.

Reimbursement for co-payments made by patients under the co-payment assistance program is considered variable consideration. Effective March 1, 2020, the amount of monthly co-payment assistance was reduced to a maximum of $100 per prescription. For the three months ended March 31, 2021 and 2020, net sales reflect a reduction for the reduced cost of therapy under the co-payment assistance program. The calculation of the accrual is based on an estimate of claims and the cost per claim that the Company expects to incur associated with inventory that exists in the distribution channel at period end.

Managed care rebates represent our estimated obligations to pharmacy benefit managers. Rebate accruals are recognized in the same period the related revenue is recognized. Gross to net accruals based on estimated rebates were determined to be de minimis.

Contract Balances

The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Accordingly, under ASC 606, the Company’s contracts with customers did not give rise to contract assets or liabilities during the three months ended March 31, 2021 and 2020.

Agreed upon payment terms with customers are within 120 days of shipment. Accordingly, contracts with customers do not include a significant financing component.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
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+ Details

Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of activity related to stock options

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2021		3,815,585	$	5.56		8.9	$	342,551
Granted		1,090,000		2.05				218,950
Exercised		—		—				—
Cancelled		—		—				—
Outstanding, March 31, 2021		4,905,585	$	4.78		8.7	$	1,396,195
Exercisable, March 31, 2021		1,597,409	$	8.38		8.0	$	223,339

Schedule of activity related to restricted stock awards granted

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2021		25,645		$	10.07
Granted		165,413			2.42
Vested		(120,051	)		3.33
Cancelled		—			—
Nonvested, March 31, 2021		71,007		$	4.74

Schedule of activity related to restricted stock and deferred stock units granted

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2021		1,014,123		$	1.50
Granted		147,000			2.83
Vested		(15,675	)		1.83
Cancelled		—			—
Nonvested, March 31, 2021		1,145,448		$	1.67

Schedule of recognized stock compensation for equity awards

	Three months ended March 31,
	2021		2020
Selling, general and administrative	$	809,547	$	547,090
Research and development		112,986		186,599
Cost of goods sold		19,650		11,176
Total expense	$	942,183	$	744,865

Schedule of weighted average assumptions used in valuing plans

	Three months ended March 31, 2021				Three months ended March 31, 2020
Fair value at grant date	$	1.39		$	1.27
Expected volatility	79.9		%		113.4	%
Risk-free interest rate	0.6		%		1.4	%
Expected holding period, in years	6.1				6.1
Dividend yield		—	%		—	%

Significant Risks and Uncertainties - Schedule of company's net sales (Details) - Net Sales	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Department of Veterans Affairs and Department of Defense [Member]
Concentration Risk [Line Items]
Revenue, percentage	55.50%	61.90%
National Health Service [Member]
Concentration Risk [Line Items]
Revenue, percentage	25.80%	32.00%

Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Schedule of inventories stated at lower of cost or market

	March 31, 2021		December 31, 2020
Raw materials	$	981,452	$	1,008,653
Work in process		4,367,610		4,304,415
Finished goods		273,666		428,549
Total inventory		5,622,728		5,741,617
Less: noncurrent		4,678,013		4,865,181
Total - current	$	944,715	$	876,436

Significant Risks and Uncertainties

3 Months Ended

Mar. 31, 2021

Significant Risks And Uncertainties [Abstract]

Significant Risks and Uncertainties

Note 3. Significant Risks and Uncertainties

Going Concern

The Company is subject to risks common to emerging medical device companies, including uncertainties related to commercialization of products and failing to secure additional funding.

The Company has experienced significant net losses, and it expects to continue to incur losses for the near future as it works to increase market acceptance of its gammaCore therapy for the acute treatment of episodic cluster headache (“eCH”), the prevention of cluster headache, and the preventive and acute treatment of migraine. The Company has never been profitable and has incurred net losses in each year since its inception.

The Company incurred net losses of $5.4 million and $8.0 million for the three months ended March 31, 2021 and 2020, respectively.

The Company’s expected cash requirements for the next 12 months and beyond are largely based on the commercial success of its products. There are significant risks and uncertainties as to its ability to achieve these operating results, including as a result of the adverse impact on its headache business from the COVID-19 pandemic. Due to these risks and uncertainties, the Company may need to reduce its activities significantly more than in its current operating plan and cash flow projections assume in order to fund its operations beyond one year of the date the accompanying financial statements are issued. There can be no assurance that the Company will have sufficient cash flow and liquidity to fund its planned activities, which could force it to significantly reduce or curtail its activities and ultimately, potentially cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

There is no assurance that the Company will generate sufficient funding through its operating results or financing activity, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date the accompanying financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Concentration of Revenue Risks

The Company earns a significant amount of its revenue (i) in the United States from the Department of Veterans Affairs and Department of Defense pursuant to its qualifying contract under the Federal Supply Schedule and open market sales to individual Department of Veterans Affairs facilities and (ii) in the United Kingdom from the National Health Service. In total, net sales from these two channels represented 81.3% and 93.9% of the Company’s net sales for three months ended March 31, 2021, and 2020 respectively.

Each of these two channels accounted for 10% or more of the Company's net sales as summarized below:

	Three months ended March 31,
	2021			2020
Revenue channel:
Department of Veterans Affairs and Department of Defense		55.5	%		61.9	%
National Health Service		25.8	%		32.0	%

During the three months ended March 31, 2021, five specific VA/DoD facilities represented approximately 55.2% of the Company’s revenue from this channel, and two of those facilities each accounted for more than 10% individually.

Foreign Currency Exchange

The Company has foreign currency exchange risk related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies.

COVID-19 Risks and Uncertainties

The Company continues to monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact business partners. While the Company experienced disruptions during the three months ended March 31, 2021 and 2020 from the COVID-19 pandemic, it is unable to predict the full impact that the COVID-19 pandemic may have on its financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. COVID-19 has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. Depending upon the duration and severity of the pandemic, the continuing effect on the Company's results and outlook over the long term remains uncertain.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

(a)	Basis of Presentation

The accompanying condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2021. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.

Principles of Consolidation

(b)	Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiary. electroCore Australia, a VIE for which electroCore is the primary beneficiary, is also consolidated with the non-controlled equity presented as a non-controlling interest. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

(c)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowances for doubtful accounts, trade credits, rebates, co-payment assistance and sales returns, valuation of inventory, stock compensation, and contingencies.

Reclass of Statement of Cash Flows Activity

(d)	Reclass of Statement of Cash Flows Activity

In order to reflect certain activity for the three months ended March 31, 2020 consistent with the March 31, 2021 presentation, this activity as reflected in the accompanying Condensed Consolidated Statements of Cash Flows was reclassed for presentation purposes only. The repayments of note payable of $111,878, included under the caption Cash flows from financing activities for the three months ended March 31, 2020 was reclassed to Net cash used in operating activities on the line Accrued expense and other current liabilities within the accompanying Condensed Consolidated Statements of Cash Flows. Additionally, the decrease in operating lease liabilities of $108,581 included on the line Net noncash lease expense for the three months ended March 31, 2020 was reclassed to Operating lease liabilities within the accompanying Condensed Consolidated Statements of Cash Flows.

Recent Accounting Standards Not Yet Adopted

(e)	Recent Accounting Standards Not Yet Adopted

In December 2019, the FASB issued an update to simplify the accounting for income taxes and improve consistent application by clarifying or amending existing guidance. This guidance is effective for the year ended December 31, 2021. The Company does not expect this guidance to have a material impact on its consolidated financial statements upon adoption.

Fair Value Measurements - Summary of Assets and Liabilities Carried at Fair Value (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 9,064,385	$ 4,241,937
Marketable Securities	25,452,724	22,628,097
U.S. Treasury Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable Securities	16,388,339	18,386,160
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	9,064,385	4,241,937
Marketable Securities	25,452,724	22,628,097
Level 1 \| U.S. Treasury Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable Securities	16,388,339	18,386,160
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents
Marketable Securities
Level 2 \| U.S. Treasury Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable Securities
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents
Marketable Securities
Level 3 \| U.S. Treasury Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable Securities

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 9,064,385	$ 4,241,937
Marketable securities	16,388,339	18,386,160
Accounts receivable, net	259,319	270,546
Inventories, net	944,715	876,436
Prepaid expenses and other current assets	936,080	1,288,588
Total current assets	27,592,838	25,063,667
Inventories, noncurrent	4,678,013	4,865,181
Property and equipment, net	220,307	244,047
Operating lease right of use assets	502,108	517,257
Other assets, net	756,953	828,011
Total assets	33,750,219	31,518,163
Current liabilities:
Accounts payable	2,110,288	2,078,699
Accrued expenses	2,152,152	2,800,820
Note payable, current	545,551	476,236
Current portion of operating lease liabilities	537,002	534,547
Total current liabilities	5,344,993	5,890,302
Noncurrent liabilities:
Operating lease liabilities, noncurrent	874,003	885,333
Note payable, noncurrent	863,799	1,097,946
Total liabilities	7,082,795	7,873,581
Commitments and contingencies
Stockholders' equity:
Preferred Stock, par value $0.001 per share; 10,000,000 shares authorized at March 31, 2021 and December 31, 2020; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at March 31, 2021 and December 31, 2020; 48,492,777 shares issued and outstanding at March 31, 2021 and 45,559,765 shares issued and outstanding at December 31, 2020	48,493	45,560
Additional paid-in capital	138,464,624	130,205,027
Accumulated deficit	(112,373,980)	(106,990,148)
Accumulated other comprehensive loss	(107,323)	(251,467)
Total stockholders' equity	26,031,814	23,008,972
Noncontrolling interest	635,610	635,610
Total equity	26,667,424	23,644,582
Total liabilities and equity	$ 33,750,219	$ 31,518,163

Inventories - Inventories (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 981,452	$ 1,008,653
Work in process	4,367,610	4,304,415
Finished goods	273,666	428,549
Total inventory	5,622,728	5,741,617
Less: noncurrent	4,678,013	4,865,181
Total - current	$ 944,715	$ 876,436

Significant Risks and Uncertainties - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) Channels facility	Mar. 31, 2020 USD ($)
Significant Risks And Uncertainties [Line Items]
Incurred loss \| $	$ 5.4	$ 8.0
Sales Channel, Directly to Consumer [Member] \| Net Sales
Significant Risks And Uncertainties [Line Items]
Number of channels \| Channels	2
Percentage of net sales	81.30%	93.90%
Channel One [Member] \| VA/DoD facilities \| Net Sales
Significant Risks And Uncertainties [Line Items]
Number of channels	5
Percentage of net sales	55.20%
Channel Two [Member] \| VA/DoD facilities \| Net Sales
Significant Risks And Uncertainties [Line Items]
Number of channels	2
Channel Two [Member] \| VA/DoD facilities \| Minimum \| Net Sales
Significant Risks And Uncertainties [Line Items]
Percentage of net sales	10.00%

Stock Based Compensation - Schedule of Recognized Stock Compensation for Equity Awards (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 942,183	$ 744,865
Selling, General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	809,547	547,090
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	112,986	186,599
Cost of Goods Sold
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 19,650	$ 11,176

Stock Based Compensation

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

Note 13. Stock Based Compensation

The following table presents a summary of activity related to stock options during the three months ended March 31, 2021:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding, January 1, 2021		3,815,585	$	5.56		8.9	$	342,551
Granted		1,090,000		2.05				218,950
Exercised		—		—				—
Cancelled		—		—				—
Outstanding, March 31, 2021		4,905,585	$	4.78		8.7	$	1,396,195
Exercisable, March 31, 2021		1,597,409	$	8.38		8.0	$	223,339

The intrinsic value is calculated as the difference between the fair market value at March 31, 2021 and the exercise price per share of the stock options. The options granted to employees generally vest over a four-year period.

The following table presents a summary of activity related to restricted stock awards (“RSAs”) granted during the three months ended March 31, 2021:

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2021		25,645		$	10.07
Granted		165,413			2.42
Vested		(120,051	)		3.33
Cancelled		—			—
Nonvested, March 31, 2021		71,007		$	4.74

In general, RSAs granted to employees vest over a four-year period.

The following table presents a summary of activity related to restricted and deferred stock units (“Stock Units”) granted during the three months ended March 31, 2021:

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2021		1,014,123		$	1.50
Granted		147,000			2.83
Vested		(15,675	)		1.83
Cancelled		—			—
Nonvested, March 31, 2021		1,145,448		$	1.67

In general, Stock Units granted to employees vest over two to four-year periods.

Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12-month period. Upon a non-employee director’s initial appointment or election to the board of directors, the Company grants such non-employee director an equity award subject to vesting as determined by the board of directors.

The Company recognized stock compensation expense for its equity awards as follows:

	Three months ended March 31,
	2021		2020
Selling, general and administrative	$	809,547	$	547,090
Research and development		112,986		186,599
Cost of goods sold		19,650		11,176
Total expense	$	942,183	$	744,865

Total unrecognized compensation cost related to unvested awards as of March 31, 2021 was $6.0 million and is expected to be recognized over the next 2.6 years.

Valuation Information for Stock-Based Compensation

The fair value of each stock option award during the three months ended March 31, 2021 and 2020 was estimated on the date of grant using the Black-Scholes model. For the three months ended March 31, 2021, expected volatility was based on historical common stock volatility of the Company’s peers. Expected volatility for the three months ended March 31, 2020, was based on historical volatility of the Company’s common stock. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembled the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.

The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the three months ended March 31, 2021 and 2020 are summarized in the table below.

	Three months ended March 31, 2021				Three months ended March 31, 2020
Fair value at grant date	$	1.39		$	1.27
Expected volatility	79.9		%		113.4	%
Risk-free interest rate	0.6		%		1.4	%
Expected holding period, in years	6.1				6.1
Dividend yield		—	%		—	%

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (5,383,832)	$ (7,959,349)
Other comprehensive income:
Foreign currency translation adjustment	141,381	45,322
Unrealized gain on securities, net of taxes as applicable	2,763	5,826
Other comprehensive income	144,144	51,148
Comprehensive loss	$ (5,239,688)	$ (7,908,201)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Remainder of 2021	$ 750,778
2022	337,254
2023	142,892
2024	146,044
2025 and there after	676,260
Total future minimum lease payments	2,053,228
Less: Amounts representing interest	(642,223)
Total	$ 1,411,005	$ 1,419,880

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	48,492,777	45,559,765
Common stock, shares outstanding	48,492,777	45,559,765

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Trading Symbol	ECOR
Entity Registrant Name	electroCore, Inc.
Entity Central Index Key	0001560258
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,544,384
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
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

Stock Based Compensation - Summary of Activity Related to Restricted Stock Awards Granted (Details) - RSAs [Member]	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Nonvested, January 1,2021 \| shares	25,645
Number of Shares, Granted \| shares	165,413
Number of Shares, Vested \| shares	(120,051)
Number of Shares, Cancelled \| shares
Number of Shares, Nonvested, March 31, 2021 \| shares	71,007
Weighted Average Grand Date Fair Value, Nonvested, January 1, 2021 \| $ / shares	$ 10.07
Weighted Average Grand Date Fair Value, Granted \| $ / shares	2.42
Weighted Average Grand Date Fair Value, Vested \| $ / shares	3.33
Weighted Average Grand Date Fair Value, Cancelled \| $ / shares
Weighted Average Grand Date Fair Value, Nonvested, March 31, 2021 \| $ / shares	$ 4.74

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 6. Fair Value Measurements

Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy:

•	Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

A summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows:

			Fair Value Hierarchy
March 31, 2021	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	9,064,385	$	9,064,385	$	—	$	—
Marketable Securities:
U.S. treasury bonds		16,388,339		16,388,339		—		—
Total	$	25,452,724	$	25,452,724	$	—	$	—

			Fair Value Hierarchy
December 31, 2020	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	4,241,937	$	4,241,937	$	—	$	—
Marketable Securities:
U.S. treasury bonds		18,386,160		18,386,160		—		—
Total	$	22,628,097	$	22,628,097	$	—	$	—

The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three months ended March 31, 2021 and year ended December 31, 2020. The carrying amount of the Company’s receivables and payables approximate their fair values due to their short maturities.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of common stock equivalents excluded from computation of diluted loss per share

	Three months ended March 31,
	2021		2020
Outstanding stock options		4,905,585		3,808,563
Nonvested restricted stock and unit awards		1,216,455		1,094,825
Stock purchase warrants		715,199		715,199
		6,837,239		5,618,587

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 9. Accrued Expenses and Other Current Liabilities

Accrued expenses as of March 31, 2021 and December 31, 2020 consisted of the following:

	March 31, 2021		December 31, 2020
Accrued professional fees	$	233,544	$	270,543
Accrued bonuses		709,445		1,424,878
Other employee related expenses		424,953		371,033
Other		784,210		734,366
	$	2,152,152	$	2,800,820

Stock Based Compensation - Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted (Details) - Stock Units	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Nonvested, January 1,2021 \| shares	1,014,123
Number of Shares, Granted \| shares	147,000
Number of Shares, Vested \| shares	(15,675)
Number of Shares, Cancelled \| shares
Number of Shares, Nonvested, March 31, 2021 \| shares	1,145,448
Weighted Average Grand Date Fair Value, Nonvested, January 1, 2021 \| $ / shares	$ 1.50
Weighted Average Grand Date Fair Value, Granted \| $ / shares	2.83
Weighted Average Grand Date Fair Value, Vested \| $ / shares	1.83
Weighted Average Grand Date Fair Value, Cancelled \| $ / shares
Weighted Average Grand Date Fair Value, Nonvested, March 31, 2021 \| $ / shares	$ 1.67

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities carried at fair value

			Fair Value Hierarchy
March 31, 2021	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	9,064,385	$	9,064,385	$	—	$	—
Marketable Securities:
U.S. treasury bonds		16,388,339		16,388,339		—		—
Total	$	25,452,724	$	25,452,724	$	—	$	—

			Fair Value Hierarchy
December 31, 2020	Total		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	4,241,937	$	4,241,937	$	—	$	—
Marketable Securities:
U.S. treasury bonds		18,386,160		18,386,160		—		—
Total	$	22,628,097	$	22,628,097	$	—	$	—

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 12. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Restricted stock and unit awards, and stock options have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect.

The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following:

	Three months ended March 31,
	2021		2020
Outstanding stock options		4,905,585		3,808,563
Nonvested restricted stock and unit awards		1,216,455		1,094,825
Stock purchase warrants		715,199		715,199
		6,837,239		5,618,587

Cash, Cash Equivalents and Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Schedule of cash, cash equivalents and marketable securities

As of March 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Fair Value
Cash and cash equivalents	$	9,064,385	$	—	$	—		$	9,064,385

U.S. Treasury Bonds	$	16,388,386	$	—	$	(47	)	$	16,388,339
Total marketable securities	$	16,388,386	$	—	$	(47	)	$	16,388,339

Total cash, cash equivalents, and marketable securities	$	25,452,771	$	—	$	(47	)	$	25,452,724

As of December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Fair Value
Cash and cash equivalents	$	4,241,937	$	—	$	—		$	4,241,937

U.S. Treasury Bonds	$	18,388,970	$	—	$	(2,810	)	$	18,386,160
Total marketable securities	$	18,388,970	$	—	$	(2,810	)	$	18,386,160

Total cash, cash equivalents, and marketable securities	$	22,630,907	$	—	$	(2,810	)	$	22,628,097

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net sales	$ 1,203,844	$ 733,771
Cost of goods sold	363,987	298,115
Gross profit	839,857	435,656
Operating expenses:
Research and development	498,965	1,523,114
Selling, general and administrative	5,724,588	6,560,726
Restructuring and other severance related charges		365,000
Total operating expenses	6,223,553	8,448,840
Loss from operations	(5,383,696)	(8,013,184)
Other (income)/expense
Interest and other income	(3,386)	(62,976)
Other expense	3,522	9,141
Total other (income)/expense	136	(53,835)
Net loss	$ (5,383,832)	$ (7,959,349)
Net loss per share of common stock - Basic and Diluted (see Note 12)	$ (0.11)	$ (0.27)
Weighted average common shares outstanding - Basic and Diluted (see Note 12)	47,653,202	29,774,226

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (5,383,832)	$ (7,959,349)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	942,183	744,865
Depreciation and amortization	95,680	97,419
Amortization of marketable securities discount	54,278	1,176
Net noncash lease expense	15,149	87,000
Other		10,937
Changes in operating assets and liabilities:
Accounts receivable, net	11,227	224,096
Inventories	118,889	(638)
Prepaid expenses and other current assets	381,543	238,376
Accounts payable	31,589	(1,562,615)
Accrued expenses and other current liabilities	(413,503)	(262,933)
Operating lease liabilities	(8,875)	(108,581)
Net cash used in operating activities	(4,155,672)	(8,490,247)
Cash flows from investing activities:
Purchase of marketable securities	(5,082,730)
Proceeds from maturities of marketable securities	7,000,000	10,500,000
Net cash provided by investing activities	1,917,270	10,500,000
Cash flows from financing activities:
Proceeds from shares issued	6,920,350
Net cash provided by financing activities	6,920,350
Effect of changes in exchange rates on cash and cash equivalents	140,500	46,952
Net increase in cash and cash equivalents	4,822,448	2,056,705
Cash and cash equivalents – beginning of period	4,241,937	13,563,791
Cash and cash equivalents – end of period	9,064,385	15,620,496
Supplemental cash flows disclosures:
Interest paid	3,522	4,623
Supplemental schedule of noncash activity:
2020 Accrued bonus awarded in equity	$ 399,997

Stock Based Compensation - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years
Unrecognized compensation cost related to unvested awards	$ 6.0
Unrecognized compensation expected to be recognized	2 years 7 months 6 days
RSAs [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years
Stock Units \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	2 years
Stock Units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	4 years

Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Operating leases:
Operating lease right of use assets	$ 502,108	$ 517,257
Operating lease liabilities:
Current portion of operating lease liabilities	537,002	534,547
Noncurrent operating lease liabilities	874,003	885,333
Total operating lease liabilities	$ 1,411,005	$ 1,419,880
Weighted average remaining lease term (in years)	5 years 8 months 12 days	5 years 8 months 12 days
Weighted average discount rate	13.75%	13.75%

Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Fair value at grant date	$ 1.39	$ 1.27
Expected volatility	79.90%	113.40%
Risk-free interest rate	0.60%	1.40%
Expected holding period, in years	6 years 1 month 6 days	6 years 1 month 6 days
Dividend yield

Cash, Cash Equivalents and Marketable Securities

3 Months Ended

Mar. 31, 2021

Investments Debt And Equity Securities [Abstract]

Cash, Cash Equivalents and Marketable Securities

Note 5. Cash, Cash Equivalents and Marketable Securities

The following tables summarize the Company’s cash, cash equivalents and marketable securities as of March 31, 2021 and December 31, 2020.

As of March 31, 2021
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Fair Value
Cash and cash equivalents	$	9,064,385	$	—	$	—		$	9,064,385

U.S. Treasury Bonds	$	16,388,386	$	—	$	(47	)	$	16,388,339
Total marketable securities	$	16,388,386	$	—	$	(47	)	$	16,388,339

Total cash, cash equivalents, and marketable securities	$	25,452,771	$	—	$	(47	)	$	25,452,724

As of December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Fair Value
Cash and cash equivalents	$	4,241,937	$	—	$	—		$	4,241,937

U.S. Treasury Bonds	$	18,388,970	$	—	$	(2,810	)	$	18,386,160
Total marketable securities	$	18,388,970	$	—	$	(2,810	)	$	18,386,160

Total cash, cash equivalents, and marketable securities	$	22,630,907	$	—	$	(2,810	)	$	22,628,097

The Company

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

The Company

Note 1. The Company

electroCore, Inc. (“electroCore” or the “Company”) is a medical device company, engaged in the commercialization and development of a platform non-invasive Vagus Nerve Stimulation (“nVNS”) therapy that can be self-administered by patients. electroCore was founded in 2005 and has primarily focused on headache conditions (migraine and cluster headache).

electroCore, headquartered in New Jersey, has two wholly owned subsidiaries: electroCore Germany GmbH, and electroCore UK Ltd. The Company has ceased its operations in Germany, although sales to Germany are still supported by electroCore UK Ltd. In addition, an affiliate, electroCore (Aust) Pty Limited (“electroCore Australia”), is subject to electroCore’s control on a basis other than voting interests and is a variable interest entity (“VIE”), for which electroCore is the primary beneficiary. As of May 2017, the VIE ceased operations.

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

Note 8. Leases

For the three months ended March 31, 2021 and 2020 the Company recognized lease expense of $40,304 and $119,650, respectively. This expense does not include non-lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense.

The tables below provide the details of the right of use assets and lease liabilities:

Supplemental Balance Sheet Information for Operating Leases

	March 31, 2021			December 31, 2020
Operating leases:
Operating lease right of use assets	$	502,108		$	517,257
Operating lease liabilities:
Current portion of operating lease liabilities		537,002			534,547
Noncurrent operating lease liabilities		874,003			885,333
Total operating lease liabilities	$	1,411,005		$	1,419,880
Weighted average remaining lease term (in years)		5.7			5.7
Weighted average discount rate		13.75	%		13.75	%

Future minimum lease payments under non-cancellable operating leases as of March 31, 2021:

Remainder of 2021	$	750,778
2022		337,254
2023		142,892
2024		146,044
2025 and there after		676,260
Total future minimum lease payments		2,053,228
Less: Amounts representing interest		(642,223	)
Total	$	1,411,005

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

(a)	Basis of Presentation

(b)	Principles of Consolidation

(c)	Use of Estimates

(d)	Reclass of Statement of Cash Flows Activity

(e)	Recent Accounting Standards Not Yet Adopted

Inventories - Additional Information (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Reserves for obsolete inventory	$ 4,678,013
Noncurrent inventory raw materials	800,000	$ 700,000
Noncurrent inventory work in process	3,900,000	4,200,000
Inventory Valuation and Obsolescence [Member]
Inventory [Line Items]
Reserves for obsolete inventory	$ 721,426	$ 721,426

Stock Based Compensation - Summary of Activity Related to Stock Options (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Options, Outstanding, January 1, 2021	3,815,585
Number of Options, Granted	1,090,000
Number of Options, Exercised
Number of Options, Cancelled
Number of Options, Outstanding, March 31, 2021	4,905,585	3,815,585
Number of Options, Exercisable, March 31, 2021	1,597,409
Weighted Average Exercise Price, Outstanding, January 1, 2021	$ 5.56
Weighted Average Exercise Price, Granted	2.05
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Outstanding, March 31, 2021	4.78	$ 5.56
Weighted Average Exercise Price, Exercisable, March 31, 2021	$ 8.38
Weighted Average Remaining Contractual Term (Years), Outstanding, January 1, 2021	8 years 8 months 12 days	8 years 10 months 24 days
Weighted Average Remaining Contractual Term (Years), Exercisable, March 31, 2021	8 years
Aggregate Intrinsic Value, Outstanding, March 31, 2021	$ 1,396,195	$ 342,551
Aggregate Intrinsic Value, Granted	218,950
Aggregate Intrinsic Value, Exercisable, March 31, 2021	$ 223,339

Condensed Consolidated Statements of Equity - USD ($)

Total

Common Stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Total electroCore, Inc. stockholders' equity

Noncontrolling interest

Balance at Dec. 31, 2019

$ 24,897,118

$ 29,835

$ 107,752,066

$ (83,479,098)

$ (41,295)

$ 24,261,508

$ 635,610

Balance, shares at Dec. 31, 2019

29,835,183

Net loss

(7,959,349)

Other comprehensive income

51,148

Equity financing commitment fee

^[1]

$ 462

(462)

Equity financing commitment fee, shares

461,676

Issuance of stock related to employee compensation plans, net of forfeitures

$ 125

(125)

Issuance of stock related to employee compensation plans, net of forfeitures, shares

124,568

Share based compensation

744,865

Balance at Mar. 31, 2020

17,733,782

$ 30,422

108,496,344

(91,438,447)

9,853

17,098,172

635,610

Balance, shares at Mar. 31, 2020

30,421,427

Balance at Dec. 31, 2019

24,897,118

$ 29,835

107,752,066

(83,479,098)

(41,295)

24,261,508

635,610

Balance, shares at Dec. 31, 2019

29,835,183

Balance at Dec. 31, 2020

23,644,582

$ 45,560

130,205,027

(106,990,148)

(251,467)

23,008,972

635,610

Balance, shares at Dec. 31, 2020

45,559,765

Net loss

(5,383,832)

Other comprehensive income

144,144

Issuance of stock

6,920,350

$ 2,750

6,917,600

6,920,350

Issuance of stock, shares

2,750,000

Issuance of stock related to employee compensation plans, net of forfeitures

$ 18

(18)

Issuance of stock related to employee compensation plans, net of forfeitures, shares

17,599

Settlement of accrued bonus

399,997

$ 165

399,832

399,997

Settlement of accrued bonus, shares

165,413

Share based compensation

942,183

Balance at Mar. 31, 2021

$ 26,667,424

$ 48,493

$ 138,464,624

$ (112,373,980)

$ (107,323)

$ 26,031,814

$ 635,610

Balance, shares at Mar. 31, 2021

48,492,777

[1]	Reflects commitment shares issued in accordance with the Company's equity facility purchase agreement with Lincoln Park Capital. For additional information see Note 12. Lincoln Park Stock Purchase Agreement.

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule of supplemental balance sheet information for operating leases

	March 31, 2021			December 31, 2020
Operating leases:
Operating lease right of use assets	$	502,108		$	517,257
Operating lease liabilities:
Current portion of operating lease liabilities		537,002			534,547
Noncurrent operating lease liabilities		874,003			885,333
Total operating lease liabilities	$	1,411,005		$	1,419,880
Weighted average remaining lease term (in years)		5.7			5.7
Weighted average discount rate		13.75	%		13.75	%

Schedule of future minimum lease payments under non-cancellable operating leases

Remainder of 2021	$	750,778
2022		337,254
2023		142,892
2024		146,044
2025 and there after		676,260
Total future minimum lease payments		2,053,228
Less: Amounts representing interest		(642,223	)
Total	$	1,411,005

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Schedule of net sales disaggregated by geographic area

	Three months ended March 31,
	2021		2020
Geographic Market
United States	$	823,976	$	457,559
United Kingdom		316,993		245,466
Other		62,875		30,746
Total Net Sales	$	1,203,844	$	733,771

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Accrued Liabilities Current [Abstract]
Accrued professional fees	$ 233,544	$ 270,543
Accrued bonuses	709,445	1,424,878
Other employee related expenses	424,953	371,033
Other	784,210	734,366
Accrued expenses	$ 2,152,152	$ 2,800,820

Notes Payable - Additional Information (Details) - USD ($)	Jul. 01, 2020	May 04, 2020	Mar. 31, 2021	Dec. 31, 2020
Notes Payable [Line Items]
Note, maturity date		Feb. 02, 2023
Notes payable under the caption Current liabilities			$ 545,551	$ 476,236
Notes payable under the caption Noncurrent liabilities			863,799	$ 1,097,946
Finance and Security Agreement
Notes Payable [Line Items]
Proceeds from borrowings	$ 1.2
Interest rate on the Loan	2.18%
Monthly installments payable	$ 164,800
Promissory Note \| Citibank, N.A. \| Paycheck Protection Program
Notes Payable [Line Items]
Proceeds from borrowings		$ 1,400,000
Interest rate on the Loan		1.00%
Notes payable under the caption Current liabilities			500,000
Notes payable under the caption Noncurrent liabilities			$ 900,000

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders' Equity

Note 11. Stockholders’ Equity

Lincoln Park Purchase Agreement

On March 27, 2020, the Company and Lincoln Park entered into an equity facility purchase agreement ("Purchase Agreement") pursuant to which the Company had the right to sell to Lincoln Park shares of its common stock having an aggregate value of up to $25,000,000, subject to certain limitations and conditions set forth in the Purchase Agreement.

Upon entering into the Purchase Agreement, the Company issued an aggregate of 461,676 shares of common stock to Lincoln Park as a commitment fee. The fair value of these shares on the date of issuance was approximately $186,300. During 2020, the Company issued an additional 230,838 shares of common stock to Lincoln Park as a further commitment fee based on the first $5,000,000 of shares of common stock issued to Lincoln Park under the Purchase Agreement as Purchase Shares (as such term is defined in the Purchase Agreement). The Company did not receive any cash proceeds from the issuance of any of the foregoing commitment shares.

During 2020, the Company sold 10,179,676 shares of its common stock under the Purchase Agreement, resulting in aggregate proceeds of approximately $15.5 million to the Company. During the three months ended March 31, 2021, the Company sold an additional 2,750,000 shares of its common stock under the Purchase Agreement, resulting in aggregate proceeds of approximately $6.9 million to the Company. The Company expects to use the proceeds from this agreement for general corporate purposes and working capital. On March 11, 2021, the Company terminated the Purchase Agreement and, accordingly, the Company will not sell any further shares of its common stock to Lincoln Park under the Purchase Agreement.

Settlement of Accrued Bonus

During the three months ended March 31, 2021, the Company issued 165,413 shares of its common stock in payment of certain executive accrued 2020 incentive bonuses.

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Repayments of note payable		$ 111,878
Decrease in operating lease liabilities	$ 8,875	$ 108,581

Revenue Recognition - Additional Information (Details)	Mar. 31, 2021 USD ($)
Revenue From Contract With Customer [Abstract]
Maximum amount of reduction in monthly co-payments of each prescription	$ 100