Item 2.02 Results of Operations and Financial Condition.
On January 18, 2022, electroCore, Inc. (the “Company”)
issued a letter to shareholders (the “January 2022 Shareholder Letter”), which is attached hereto as Exhibit 99.1.
The information contained in Item 2.02 with respect to the preliminary
unaudited financial results information for 2021 included in the Shareholder Letter attached hereto as Exhibit 99.1 of this Current Report
on Form 8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition,
this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange
Commission (the “SEC”), except as shall be expressly set forth by specific reference in any such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the Shareholder Letter contain
forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this Current Report on Form 8-K and
the Shareholder Letter, are forward-looking statements, including those about the Company’s expectations for revenue and cash used
in operations during the full year of 2021, growth through acquisitions, its expectations for future performance, as well as the Company's
business prospects (including its e-commerce initiative, and gConcierge and gCDirect programs) and clinical and product development plans
for 2022 and beyond, its pipeline or potential markets (including cash pay programs) for its technologies, additional indications for
gammaCore, the timing, outcome and impact of regulatory, clinical and commercial developments (including human trials for the study of
headache, PTH, mTBI, Parkinson’s diseases and sleep deprivation stress and the business, operating or financial impact of such studies),
further international expansion, and statements about anticipated distribution arrangements, government and payor funding arrangements
(including those relating to Canada, Western Europe, Qatar, Taiwan, and China) and other statements that are not historical in nature,
particularly those that utilize terminology such as "anticipates," "will," "expects," "believes,"
"intends," other words of similar meaning, derivations of such words and the use of future dates. Actual results could differ
from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to raise
the additional funding needed to continue to pursue the Company’s business and product development plans, the inherent uncertainties
associated with developing new products or technologies, the ability to commercialize gammaCore™, competition in the industry in
which the Company operates and overall market conditions. These statements are only current predictions or expectations, and are subject
to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from those anticipated by the forward-looking statements, including those discussed
under the heading "Risk Factors" in electoCore, Inc.’s most recent Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and in subsequent filings with, or submissions to, the SEC, which are available on the SEC’s website at www.sec.gov.
Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements
made in this Current Report on Form 8-K and the Shareholder Letter, which speak only as of the date they were made, whether as a result
of new information, future events or circumstances or otherwise.