0001213900-22-024259 | 10-Q | XBRL Viewer

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Commitments and Contingencies - Additional Information (Details)	Jul. 17, 2020
Class Of Warrant Or Right [Line Items]
Number of investors as defendants	2

Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue From Contract With Customer [Abstract]

Summary of net sales disaggregated by geographic area

	Three months ended March 31,
(in thousands)		2022		2021
Geographic Market
United States	$	1,594	$	824
United Kingdom		266		317
Other		39		63
Total Net Sales	$	1,899	$	1,204

Accrued Expenses and Other Current Liabilities (Details) - Finance and Security Agreement - USD ($)	Jul. 02, 2021	Jul. 31, 2021
Accrued Expenses and Other Current Liabilities [Line Item]
Proceeds from borrowings	$ 1,200,000
Interest rate on the Loan	1.55%
Monthly installments payable		$ 125,000
Debt instrument, term	10 months

Leases - Supplemental Balance Sheet Information for Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Operating leases:
Operating lease right of use assets	$ 605	$ 613
Current portion of operating lease liabilities	64	61
Noncurrent operating lease liabilities	682	700
Total operating lease liabilities	$ 746	$ 761
Weighted average remaining lease term (in years)	6 years 10 months 24 days	6 years 10 months 24 days
Weighted average discount rate	13.80%	13.80%

Stock Based Compensation - Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted (Details) - Stock Units	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Shares
Number of Shares, Nonvested, January 1,2022 \| shares	1,056
Number of Shares, Granted \| shares	300
Number of Shares, Vested \| shares	(14)
Number of Shares, Cancelled \| shares	(5)
Number of Shares, Nonvested, March 31, 2022 \| shares	1,337
Weighted Average Grant Date Fair Value
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 1.66
Weighted Average Exercise Price, Granted \| $ / shares	0.5
Weighted Average Grand Date Fair Value, Vested \| $ / shares	1.85
Weighted Average Grand Date Fair Value, Cancelled \| $ / shares	2.83
Weighted Average Exercise Price, Ending balance \| $ / shares	$ 1.39

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 7. Accrued Expenses and Other Current Liabilities

Accrued expenses as of March 31, 2022 and December 31, 2021 consisted of the following:

(in thousands)	March 31, 2022		December 31, 2021
Accrued professional fees	$	310	$	468
Accrued bonuses and incentive compensation		514		1,849
Accrued insurance expense		125		499
Accrued vacation and other employee related expenses		598		455
Accrued international taxes		268		263
Other		569		347
	$	2,384	$	3,881

Finance and Security Agreements

On July 2, 2021, 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 ten-month term and an annual interest rate of 1.55%. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company's insurance policies. The amounts payable are secured by the Company's rights under such policies. The Company began to pay monthly installments of approximately $125,000 in July 2021.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. 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 include 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 argued on September 27, 2021. On October 8, 2021, the Appellate Division issued an order reversing the decision of the Superior Court. The case has been remanded to the Superior Court for oral argument on the motion to dismiss. On November 11, 2021 the defendants filed a supplemental motion to dismiss based on the certificate of incorporation's forum selection clause. On December 10, 2021, the Superior Court heard argument of the original motion to dismiss and the supplemental motion to dismiss based on the federal forum selection clause. On December 14, 2021, the Superior Court granted both motions in their entirety and dismissed the action without leave to re-plead. On January 27, 2022, the plaintiffs filed a notice of appeal to the Appellate Division. On April 15, 2022 the plaintiffs filed their appeal brief. The brief of defendant-appellees is due to be filed on May 16, 2022. No argument date for the appeal has 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. The Priewe case was voluntarily dismissed on February 19, 2020.

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 of the motion to dismiss occurred on June 18, 2021. On August 13, 2021, the Court dismissed the amended complaint with leave to re-plead. On October 4, 2021, the plaintiffs filed a second amended complaint. Briefing on the motion is now complete. Argument of the motion has not yet been scheduled.

On March 4, 2021, purported stockholder Richard Maltz 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 agreed to consolidate and stay those actions. 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 plaintiffs 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.

Stock Based Compensation

3 Months Ended

Mar. 31, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

Note 9. Stock Based Compensation

The following table presents a summary of activity related to stock options during the three months ended March 31, 2022:

	Number of Options (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding, January 1, 2022		5,137		$	4.61		8.0
Granted		1,187			0.76
Exercised		—			—
Cancelled		(1	)		—
Outstanding, March 31, 2022		6,323		$	3.88		8.1
Exercisable, March 31, 2022		2,785		$	6.47		7.4

The intrinsic value is calculated as the difference between the fair market value at March 31, 2022 and the exercise price per share of the stock options. As of March 31, 2022, all options outstanding had no intrinsic value. The options granted to employees generally vest over a three or 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, 2022:

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2022		1,056		$	1.66
Granted		300			0.50
Vested		(14	)		1.85
Cancelled		(5	)		2.83
Nonvested, March 31, 2022		1,337		$	1.39

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,
(in thousands)	2022		2021
Selling, general and administrative	$	705	$	809
Research and development		66		113
Cost of goods sold		6		20
Total expense	$	777	$	942

Total unrecognized compensation cost related to unvested awards as of March 31, 2022 was $4.3 million and is expected to be recognized over the next 2.1 years.

Valuation Information for Stock-Based Compensation

The fair value of each stock option award during the three months ended March 31, 2022 and 2021 was estimated on the date of grant using the Black-Scholes model. Expected volatility was based on historical common stock volatility of the Company's peers. 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, 2022 and 2020 are summarized in the table below.

	Three months ended March 31,
	2022				2021
Fair value at grant date	$	0.54		$	1.39
Expected volatility	84.0		%		79.9	%
Risk-free interest rate	1.6		%		0.6	%
Expected holding period, in years	6.0				6.1
Dividend yield		—	%		—	%

Inventories - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Inventory [Line Items]
Reserves for obsolete inventory	$ 711,000	$ 821,000
Noncurrent inventory raw materials	800,000	900,000
Noncurrent inventory work in process	$ 2,500,000	$ 3,000,000

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

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

	Three Month Ended March 31,
(in thousands)	2022		2021
Outstanding stock options		6,323		4,906
Nonvested restricted stock and unit awards		1,366		1,216
Stock purchase warrants		217		715
		7,906		6,837

Revenue - Additional Information (Details) $ in Thousands	3 Months Ended
Revenue - Additional Information (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Revenue From Contract With Customer [Abstract]
Revenue remaining unsatisfied performance obligation	$ 0
Payment term for customers	30 days

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 29,882	$ 34,689
Accounts receivable, net	364	438
Inventories, net	1,577	1,361
Prepaid expenses and other current assets	671	1,053
Total current assets	32,494	37,541
Inventories, noncurrent	3,324	3,941
Property and equipment, net	122	147
Operating lease right of use assets	605	613
Other assets, net	636	591
Total assets	37,181	42,833
Current liabilities:
Accounts payable	2,235	1,543
Accrued expenses and other current liabilities	2,384	3,881
Current portion of operating lease liabilities	64	61
Total current liabilities	4,683	5,485
Noncurrent liabilities:
Operating lease liabilities, noncurrent	682	700
Total liabilities	5,365	6,185
Commitments and contingencies
Stockholders' equity:
Preferred Stock, par value $0.001 per share; 10,000,000 shares authorized at March 31, 2022 and December 31, 2021; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021
Common Stock, par value $0.001 per share; 500,000,000 shares authorized at March 31, 2022 and December 31, 2021; 70,718,191 shares issued and outstanding at March 31, 2022 and 70,704,123 shares issued and outstanding at December 31, 2021	71	71
Additional paid-in capital	161,549	160,772
Accumulated deficit	(129,790)	(124,208)
Accumulated other comprehensive loss	(14)	13
Total equity	31,816	36,648
Total liabilities and equity	$ 37,181	$ 42,833

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement Of Income And Comprehensive Loss [Abstract]
Net loss	$ (5,582)	$ (5,384)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(27)	141
Unrealized gain (loss) on securities, net of taxes as applicable		3
Other comprehensive (loss) income	(27)	144
Comprehensive loss	$ (5,609)	$ (5,240)

- 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.

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- Definition

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

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables And Accruals [Abstract]

Schedule of accrued expenses

(in thousands)	March 31, 2022		December 31, 2021
Accrued professional fees	$	310	$	468
Accrued bonuses and incentive compensation		514		1,849
Accrued insurance expense		125		499
Accrued vacation and other employee related expenses		598		455
Accrued international taxes		268		263
Other		569		347
	$	2,384	$	3,881

Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Activity Related to Stock Options

	Number of Options (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding, January 1, 2022		5,137		$	4.61		8.0
Granted		1,187			0.76
Exercised		—			—
Cancelled		(1	)		—
Outstanding, March 31, 2022		6,323		$	3.88		8.1
Exercisable, March 31, 2022		2,785		$	6.47		7.4

Summary of Activity Related to Restricted Stock and Deferred Stock Units Granted

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value
Nonvested, January 1, 2022		1,056		$	1.66
Granted		300			0.50
Vested		(14	)		1.85
Cancelled		(5	)		2.83
Nonvested, March 31, 2022		1,337		$	1.39

Schedule of Recognized Stock Compensation for Equity Awards

		Three months ended March 31,
(in thousands)	2022		2021
Selling, general and administrative	$	705	$	809
Research and development		66		113
Cost of goods sold		6		20
Total expense	$	777	$	942

Summary of Weighted Average Assumptions Used in Valuing Plans

	Three months ended March 31,
	2022				2021
Fair value at grant date	$	0.54		$	1.39
Expected volatility	84.0		%		79.9	%
Risk-free interest rate	1.6		%		0.6	%
Expected holding period, in years	6.0				6.1
Dividend yield		—	%		—	%

Inventories

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Note 5. Inventories

As of March 31, 2022 and December 31, 2021, inventories consisted of the following:

(in thousands)	March 31, 2022		December 31, 2021
Raw materials	$	862	$	769
Work in process		3,697		4,072
Finished goods		342		461
Total inventories, net		4,901		5,302
Less: noncurrent inventories		3,324		3,941
Current inventories	$	1,577	$	1,361

The reserve for obsolete inventory was $711,000 and $821,000 as of March 31, 2022 and December 31, 2021, respectively. The decrease in the reserve for obsolete inventory was due to the disposal of previously reserved inventory. The Company records charges for obsolete inventory in cost of goods sold. As of March 31, 2022 and December 31, 2021, noncurrent inventory was comprised of approximately $0.8 million and $0.9 million of raw materials, respectively, and $2.5 million and $3.0 million of work in process, respectively. Inventory classified under the category Work in process consists of prefabricated assembled product.

Stock Based Compensation - Schedule of Recognized Stock Compensation for Equity Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 777	$ 942
Selling, General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	705	809
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	66	113
Cost of Goods Sold
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation	$ 6	$ 20

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 03, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
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		70,769,325
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

Revenue - Summary of Net Sales Disaggregated by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 1,899	$ 1,204
United States
Disaggregation Of Revenue [Line Items]
Total Net Sales	1,594	824
United Kingdom
Disaggregation Of Revenue [Line Items]
Total Net Sales	266	317
Other
Disaggregation Of Revenue [Line Items]
Total Net Sales	$ 39	$ 63

- 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.

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+ Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

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, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2022. The results for the three months ended March 31, 2022 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 subsidiaries. electroCore Australia was consolidated with the non-controlled equity presented as non-controlling interest in the Company's Condensed Consolidated Statement of Equity for the three months ended March 31, 2021. The Company terminated its affiliation with electroCore Australia on November 2, 2021 and, as such, this dormant entity was not included in the Company's Condensed Consolidated Statement of Equity for the three months ended March 31, 2022. 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 the 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, incremental borrowing rate and contingencies.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

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

Net Loss Per Share - Schedule of Common Stock Equivalents Excluded from Computation of Diluted Loss per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	7,906	6,837
Outstanding stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	6,323	4,906
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	1,366	1,216
Stock purchase warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	217	715

Revenue

3 Months Ended

Mar. 31, 2022

Revenue From Contract With Customer [Abstract]

Revenue

Note 4. Revenue

Geographical Net Sales

The following table presents net sales disaggregated by geographic area:

	Three months ended March 31,
(in thousands)		2022		2021
Geographic Market
United States	$	1,594	$	824
United Kingdom		266		317
Other		39		63
Total Net Sales	$	1,899	$	1,204

Performance Obligations

The Company’s net revenue represents total revenue, net of discounts, vouchers, rebates, returns, co-payment assistance, and certain fees for services related to its e-commerce platform. These adjustments represent variable consideration and are recorded for the Company’s estimate of cash consideration expected to be given by the Company to a customer that is presumed to be a reduction of the transaction price of the Company’s products and, therefore, are characterized as a reduction of revenue. These adjustments are established by management as its best estimate of available information and will be adjusted to reflect known changes in the factors that impact such allowances. Adjustments for variable consideration are determined based on the contractual terms with customers, historical trends, the levels of inventory remaining in the distribution channel, as well as expectations about the market for the product.

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.

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, 2022 and 2021, trade credits and discounts were immaterial.

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, 2022 and 2021.

Agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component.

License Agreement with Teijin Limited

Effective March 29, 2022, the Company entered into an agreement with Teijin Limited (Teijin), to license certain exclusive rights to its nVNS technology for commercialization in Japan for a range of primary headache disorders.

Under the agreement, the Company will receive a non-refundable, upfront payment for the licenses and rights granted to Teijin. The financial terms contain milestone payments, payable upon the decision by Teijin to commercialize the licensed product for specific indications. The Company also will receive an annual license fee commencing on the first anniversary of the agreement and payable annually until the first commercial sale on any approved indication. Upon favorable regulatory and payor coverage decisions in Japan, the parties plan to enter into an exclusive commercial supply agreement for gammaCore nVNS.

The agreement contains customary terms and conditions, including renewal and termination provisions, as well as minimum purchase commitments once a commercial supply agreement is in place. Furthermore, Teijin is responsible for all costs associated with regulatory approval by the Pharmaceuticals and Medical Devices Agency (PMDA), the Japanese FDA equivalent. As part of the agreement, Teijin will have the right of first negotiation for a license to additional indications in Japan.

- 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.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Subsequent Events - Additional Information (Details)	Apr. 14, 2022 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Sale of net operating losses	$ 445,000

Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of inventories stated at lower of cost or market

(in thousands)	March 31, 2022		December 31, 2021
Raw materials	$	862	$	769
Work in process		3,697		4,072
Finished goods		342		461
Total inventories, net		4,901		5,302
Less: noncurrent inventories		3,324		3,941
Current inventories	$	1,577	$	1,361

Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)	Total electrocore, Inc. stockholders' equity	Noncontrolling interest
Balances, beginning of period at Dec. 31, 2020	$ 23,644	$ 45	$ 130,205	$ (106,990)	$ (251)	$ 23,009	$ 635
Balances, beginning of period, shares at Dec. 31, 2020		45,560
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,384)			(5,384)		(5,384)
Other comprehensive income	144				144	144
Issuance of stock	6,921	$ 3	6,918			6,921
Issuance of stock, Shares		2,750
Issuance of stock related to employee compensation plans, net of forfeitures
Issuance of stock related to employee compensation plans, net of forfeitures, shares		18
Settlement of accrued bonus	400		400			400
Settlement of accrued bonus, shares		165
Stock based compensation	942		942			942
Balances, end of period at Mar. 31, 2021	26,667	$ 48	138,465	(112,374)	(107)	26,032	635
Balances, end of period, shares at Mar. 31, 2021		48,493
Balances, beginning of period at Dec. 31, 2021	36,648	$ 71	160,772	(124,208)	13	36,648
Balances, beginning of period, shares at Dec. 31, 2021		70,704
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(5,582)			(5,582)		(5,582)
Other comprehensive income	(27)				(27)	(27)
Issuance of stock related to employee compensation plans, net of forfeitures
Issuance of stock related to employee compensation plans, net of forfeitures, shares		14
Stock based compensation	777		777			777
Balances, end of period at Mar. 31, 2022	$ 31,816	$ 71	$ 161,549	$ (129,790)	$ (14)	$ 31,816
Balances, end of period, shares at Mar. 31, 2022		70,718

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Note 6. Leases

For the three months ended March 31, 2022 and 2021 the Company recognized lease expense of $38,000 and $40,000, 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.

Supplemental Balance Sheet Information for Operating Leases:

(in thousands)	March 31, 2022			December 31, 2021
Operating leases:
Operating lease right of use assets	$	605		$	613
Operating lease liabilities:
Current portion of operating lease liabilities		64			61
Noncurrent operating lease liabilities		682			700
Total operating lease liabilities	$	746		$	761
Weighted average remaining lease term (in years)		6.9			6.9
Weighted average discount rate		13.8	%		13.8	%

Future minimum lease payments under non-cancellable operating leases as of March 31, 2022:

(in thousands)
Remainder of 2022	$	121
2023		164
2024		167
2025		171
2026		161
2027 and thereafter		373
Total future minimum lease payments		1,157
Less: Amounts representing interest		(411	)
Total	$	746

Net Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Note 8. 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, stock options, and warrants 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 Month Ended March 31,
(in thousands)	2022		2021
Outstanding stock options		6,323		4,906
Nonvested restricted stock and unit awards		1,366		1,216
Stock purchase warrants		217		715
		7,906		6,837

Significant Risks and Uncertainties

3 Months Ended

Mar. 31, 2022

Risks And Uncertainties [Abstract]

Significant Risks and Uncertainties

Note 3. Significant Risks and Uncertainties

Liquidity

The Company has experienced significant net losses and cash used in operations, and it expects to continue to incur net losses and cash used in operations for the near future as it works to increase market acceptance of its gammaCore therapy. The Company has never been profitable and has incurred net losses and cash used in operations in each year since its inception. The Company incurred net losses of $5.6 million and $5.4 million for the three months ended March 31, 2022 and 2021, respectively. Cash used in operating activities for the three months ended March 31, 2022 and 2021 was $4.8 million and $4.2 million, 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 ongoing COVID-19 pandemic. The Company believes its cash and cash equivalents will enable it to fund its operating expenses and capital expenditure requirements, as currently planned, for at least the next 12 months from the date the accompanying financial statements are issued.

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 ("VA/DoD") 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. The VA/DoD and National Health Service were the Company’s sole customers accounting for 10% or more of total net sales during the three months ended March 31, 2022 and 2021. The following table reflects the respective concentration as a percentage of the Company's net sales:

	Three months ended March 31,
	2022	2021
Revenue channel:
VA/DoD	66.4%	55.5%
National Health Service	13.0%	25.8%

During the three months ended March 31, 2022 and 2021, five VA/DOD facilities represented approximately 62.4% and 55.2%, respectively, of total VA/DOD net sales and two facilities accounted for more than 10% of total VA/DOD net sales.

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 coronavirus pandemic on all aspects of its business and geographies, including how it will impact business partners, customers and the global supply chain. While the Company experienced disruptions during the three months ended March 31, 2022 and 2021 from the coronavirus pandemic, it is unable to predict the full impact that the coronavirus 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. The coronavirus pandemic 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.

Stock Based Compensation - Summary of Weighted Average Assumptions Used in Valuing Plans (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Fair value at grant date	$ 0.54	$ 1.39
Expected volatility	84.00%	79.90%
Risk-free interest rate	1.60%	0.60%
Expected holding period, in years	6 years	6 years 1 month 6 days
Dividend yield

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of supplemental balance sheet information for operating leases

(in thousands)	March 31, 2022			December 31, 2021
Operating leases:
Operating lease right of use assets	$	605		$	613
Operating lease liabilities:
Current portion of operating lease liabilities		64			61
Noncurrent operating lease liabilities		682			700
Total operating lease liabilities	$	746		$	761
Weighted average remaining lease term (in years)		6.9			6.9
Weighted average discount rate		13.8	%		13.8	%

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

(in thousands)
Remainder of 2022	$	121
2023		164
2024		167
2025		171
2026		161
2027 and thereafter		373
Total future minimum lease payments		1,157
Less: Amounts representing interest		(411	)
Total	$	746

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Event The Company may be eligible, from time to time, to receive cash from the sale of its net operating losses under New Jersey's Department of the Treasury - Division of Taxation NOL Transfer Program. On April 14, 2022, the Company received a net cash amount of approximately $445,000 from the sale of its New Jersey state net operating losses.

Significant Risks and Uncertainties - Schedule of company's net sales (Details) - Net Sales - Revenue from Rights Concentration Risk	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
VA/DoD [Member]
Concentration Risk [Line Items]
Revenue, percentage	66.40%	55.50%
National Health Service [Member]
Concentration Risk [Line Items]
Revenue, percentage	13.00%	25.80%

Stock Based Compensation - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested awards	$ 4,300
Unrecognized compensation expected to be recognized	2 years 1 month 6 days
Intrinsic value	$ 0
Non Employee Director [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	12 months
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	3 years
Maximum
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

The Company

3 Months Ended

Mar. 31, 2022

Organization Consolidation And Presentation Of Financial Statements [Abstract]

The Company

Note 1. The Company

electroCore is commercial stage medical device company with a proprietary non-invasive vagus nerve stimulation, or nVNS, therapy, called gammaCore. nVNS is a platform bioelectronic medical therapy that modulates neurotransmitters and immune function through its effects on both the peripheral and central nervous systems. The Company is initially focused on utilizing gammaCore in the management and treatment of primary headache conditions.

electroCore, headquartered in Rockaway, 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. On November 2, 2021, the Company formally terminated its agreement with electroCore (Aust) Pty Limited (“electroCore Australia”).

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	70,718,191	70,704,123
Common stock, shares outstanding	70,718,191	70,704,123

Significant Risks and Uncertainties (Tables)

3 Months Ended

Mar. 31, 2022

Risks And Uncertainties [Abstract]

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

	Three months ended March 31,
	2022	2021
Revenue channel:
VA/DoD	66.4%	55.5%
National Health Service	13.0%	25.8%

Inventories - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 862	$ 769
Work in process	3,697	4,072
Finished Goods	342	461
Total inventories, net	4,901	5,302
Less: noncurrent inventories	3,324	3,941
Current inventories	$ 1,577	$ 1,361

Leases - Additional Information (Details) - USD ($)	3 Months Ended
Leases - Additional Information (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Lessor, Lease, Description [Line Items]
Recognized lease expenses	$ 38,000	$ 40,000

Stock Based Compensation - Summary of Activity Related to Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Number of Options, Outstanding, January 1, 2022	5,137
Number of Options, Granted	1,187
Number of Options, Exercised
Number of Options, Cancelled	(1)
Number of Options, Outstanding, March 31, 2022	6,323	5,137
Number of Options, Exercisable, March 31, 2022	2,785
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding, January 1, 2022	$ 4.61
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Cancelled
Weighted Average Exercise Price, Outstanding, March 31, 2022	3.88	$ 4.61
Weighted Average Exercise Price, Exercisable, March 31, 2022	$ 6.47
Weighted Average Remaining Contractual Term (Years), Outstanding, March 31, 2022	8 years 1 month 6 days	8 years
Weighted Average Remaining Contractual Term (Years), Exercisable, March 31, 2022	7 years 4 months 24 days
Aggregate Intrinsic Value, Outstanding, January 1, 2021	$ 0

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Liabilities Current [Abstract]
Accrued professional fees	$ 310	$ 468
Accrued bonuses and incentive compensation	514	1,849
Accrued insurance expense	125	499
Accrued vacation and other employee related expenses	598	455
Accrued international taxes	268	263
Other	569	347
Accrued expenses	$ 2,384	$ 3,881

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (5,582)	$ (5,384)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	777	942
Depreciation and amortization	106	96
Amortization of marketable securities discount		54
Net noncash lease expense	13	15
Changes in operating assets and liabilities:
Accounts receivable, net	75	11
Inventories	399	119
Prepaid expenses and other current assets	252	382
Accounts payable	692	32
Accrued expenses and other current liabilities	(1,497)	(414)
Operating lease liabilities	(15)	(9)
Net cash used in operating activities	(4,780)	(4,156)
Cash flows from investing activities:
Purchase of marketable securities		(5,083)
Proceeds from maturities of marketable securities		7,000
Net cash provided by investing activities		1,917
Cash flows from financing activities:
Shares issued		6,920
Net cash provided by financing activities		6,920
Effect of changes in exchange rates on cash and cash equivalents	(27)	141
Net (decrease) increase in cash and cash equivalents	(4,807)	4,822
Cash and cash equivalents – beginning of period	34,689	4,242
Cash and cash equivalents – end of period	29,882	9,064
Supplemental cash flows disclosures:
Interest paid	2	4
Supplemental schedule of noncash activity:
2020 Accrued bonus awarded in equity		$ 400

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 1,899	$ 1,204
Cost of goods sold	360	364
Gross profit	1,539	840
Operating expenses
Research and development	934	499
Selling, general and administrative	6,186	5,725
Total operating expenses	7,120	6,224
Loss from operations	(5,581)	(5,384)
Other (income) expense
Interest and other income	(4)	(3)
Other expense	5	3
Total other (income) expense	1
Loss before income taxes	(5,582)	(5,384)
(Provision) benefit from income taxes
Net loss	$ (5,582)	$ (5,384)
Net loss per share of common stock - Basic and Diluted	$ (0.08)	$ (0.11)
Weighted average common shares outstanding - Basic and Diluted	70,672	47,653

Leases - Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Remainder of 2022	$ 121
2023	164
2024	167
2025	171
2026	161
2027 and thereafter	373
Total future minimum lease payments	1,157
Less: Amounts representing interest	(411)
Total	$ 746	$ 761

Significant Risks and Uncertainties - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) facility	Mar. 31, 2021 USD ($) facility
Risks And Uncertainties [Line Items]
Net losses \| $	$ 5.6	$ 5.4
Net Cash Provided by (Used in) Operating Activities, Continuing Operations \| $	$ 4.8	$ 4.2
Net Sales \| Revenue from Rights Concentration Risk \| VA/DoD [Member]
Risks And Uncertainties [Line Items]
Percentage of net sales	66.40%	55.50%
Net Sales \| Revenue from Rights Concentration Risk \| National Health Service [Member]
Risks And Uncertainties [Line Items]
Percentage of net sales	13.00%	25.80%
Net Sales \| Revenue from Rights Concentration Risk \| VA/DoD and National Health Service
Risks And Uncertainties [Line Items]
Percentage of net sales	10.00%	10.00%
Channel Two [Member] \| Net Sales \| VA/DoD [Member]
Risks And Uncertainties [Line Items]
Number of channels \| facility	2
Channel Two [Member] \| Net Sales \| Revenue from Rights Concentration Risk \| VA/DoD [Member]
Risks And Uncertainties [Line Items]
Percentage of net sales	10.00%
Channel Five [Member] \| Net Sales \| VA/DoD [Member]
Risks And Uncertainties [Line Items]
Number of channels \| facility	5	5
Channel Five [Member] \| Net Sales \| Revenue from Rights Concentration Risk \| VA/DoD [Member]
Risks And Uncertainties [Line Items]
Percentage of net sales	62.40%	55.20%

The Company (Details)	Mar. 31, 2022 subsidiary
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Number of wholly owned subsidiaries	2