Current Report Filing (8-k)
15 Juli 2019 - 10:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) July 15, 2019
electroCore, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38538
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20-3454976
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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150 Allen Road, Suite 201
Basking Ridge, NJ 07920
(Address of principal executive offices and zip code)
(973)
290-0097
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Common Stock, Par Value $0.001 Per Share
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ECOR
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NASDAQ Global Select Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 8.01 Other Events
On July 15, 2019, electroCore, Inc. (the Company) issued a press release announcing the filing of a shelf-registration statement on Form
S-3
with the Securities and Exchange Commission. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
On July 8, 2019, a purported stockholder of the Company served a putative class action lawsuit in the Superior Court of New Jersey for Somerset County
captioned
Paul Kuehl vs. electroCore, Inc., et al., Docket No. SOM
L-000876-19
. In addition to the Company, the defendants include present and past directors and
officers, the underwriters for the Companys initial public offering, and two stockholders of the Company. The plaintiff seeks to represent a class of stockholders who purchased common stock of the Company in its initial public offering or
whose purchases are traceable to that offering. The complaint alleges that the defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 with respect to the registration statement and related prospectus for the initial public
offering. The complaint seeks unspecified compensatory damages, interest, costs and attorneys fees. The Company intends to vigorously defend itself; however, in light of, among other things, the preliminary stage of the litigation, the Company
is unable to provide any assurances as to the ultimate outcome of the lawsuit and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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electroCore, Inc.
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July 15, 2019
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/s/ Brian Posner
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Brian Posner
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Chief Financial Officer
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