As filed with the Securities and Exchange Commission on December 17, 2018.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
electroCore, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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20-345-4976
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(State or Other Jurisdiction
of Incorporation)
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(I.R.S. Employer
Identification Number)
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150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
(Address, including zip code, of registrants principal executive offices)
2019 Employee Stock Purchase Plan
(Full title of the plan)
Francis R. Amato
Chief
Executive Officer
electroCore, Inc.
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
(973)
290-0097
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
John
L. Cleary, II, Esq.
Ira L. Kotel, Esq.
Dentons US LLP
1221
Avenue of the Americas
New York, New York 10020
(212)
768-6700
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share reserved for
issuance pursuant to the 2019 Employee Stock Purchase Plan (the Plan)
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1,000,000 (2)
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$5.1618 (3)
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$5,161,800
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$625.61
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Total
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1,000,000 (2)
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$5.1618 (3)
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$5,161,800
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$625.61
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover
any additional shares of the Registrants common stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the
number of the Registrants outstanding shares of common stock.
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(2)
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The initial maximum aggregate number of shares of Company Stock that may be issued under the Plan is 300,000
shares. This number is anticipated to increase each year subject to the determination of the Plan administrator, but in no event will it be greater than 4,500,000 shares or greater than such other maximum as provided in the Plan.
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(3)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Registrants common stock as reported on the NASDAQ Stock Market on December 11, 2018.
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