Current Report Filing (8-k)
30 Maio 2019 - 7:05AM
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)
May 28, 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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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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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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 2.05 Costs Associated with Exit or Disposal Activities
On May 29, 2019, electroCore, Inc. (the Company) issued a press release announcing a reduction in force (RIF) and related matters.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference. As a result of the RIF, the Company estimates that it will incur an immediate
one-time
charge of
approximately $350,000, relating to severance and COBRA coverage.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On May 28, 2019, the Companys Chief Executive Officer, Francis Amato, agreed to forgo $50,000 of cash
compensation for a twelve-month period ending May 31, 2020. In lieu of such amount, Mr. Amato is expected to receive a grant of restricted stock units (RSUs) valued at $50,000. The RSUs are expected to be granted on
June 7, 2019, the date of the Companys annual meeting of shareholders, and will vest one year from grant. There were no other changes to Mr. Amatos existing terms of employment or severance arrangements.
Item 8.01 Other Events
On May 28, 2019, the
Board of Directors of the Company (the Board), at the recommendation of the Compensation Committee of the Board, revised the Companys policy to eliminate cash compensation for
non-employee
directors, effective June 1, 2019. The purpose of the change was to facilitate maximum availability of cash on hand to support the operations of the Companys business and to strengthen the Companys ability to pursue its business
strategy.
The Company is filing with this current report an updated consent of its independent registered public accounting firm (the Independent
Accountant) to the incorporation by reference of the Independent Accounts report dated March 28, 2019 with respect to the Companys consolidated financial statements, which appears in the Companys Annual Report on Form
10-K
for the year ended December 31, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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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May 30, 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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