Securities Registration: Employee Benefit Plan (s-8)
18 Março 2022 - 11:47AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 18, 2022
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)
Delaware |
|
20-345-4976 |
(State or Other Jurisdiction
of Incorporation) |
|
(I.R.S. Employer
Identification Number) |
200 Forge Way, Suite 205
Rockaway, New Jersey 07866
(Address, including zip code, of registrant’s
principal executive offices)
2018 Omnibus Equity Incentive Plan
(Full title of the plan)
Daniel S. Goldberger
Chief Executive Officer
electroCore, Inc.
200 Forge Way, Suite 205
Rockaway, NJ 07866
(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.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
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. ☒
EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 for
the purpose of registering an additional 2,000,000 shares of its common stock, issuable to eligible persons under the 2018 Omnibus Equity
Incentive Plan, which shares are in addition to the shares registered on the Registrant’s registration statements on Form S-8 filed
on June 25, 2018 (File No. 333-225864), March 31, 2020 (File No. 333-237498) and March 11, 2021 (File No. 333-254171) (collectively, the
“Prior Registration Statements”).
This Registration Statement relates to securities of the same class
as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding
Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements,
to the extent relating to the registration of common stock issuable under the 2018 Omnibus Equity Incentive Plan, are incorporated herein
by reference and made part of this Registration Statement, except as amended hereby.
INDEX TO EXHIBITS
Exhibit |
|
|
|
Incorporated by Reference |
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
Form of Certificate of Incorporation of electroCore, Inc. |
|
S-1 |
|
333-225084 |
|
3.1 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.2 |
|
Form of Amended and Restated Bylaws of electroCore, Inc. |
|
8-K |
|
001-38538 |
|
3.1 |
|
December 9, 2021 |
|
|
|
|
|
|
|
|
|
|
|
4.3 |
|
electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.4 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
Form of Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
10-K |
|
001-38538 |
|
10.4 |
|
March 10, 2022 |
|
|
|
|
|
|
|
|
|
|
|
4.5 |
|
Form of Employee Restricted Stock Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
10-K |
|
001-38538 |
|
10.3 |
|
March 10, 2022 |
|
|
|
|
|
|
|
|
|
|
|
4.6 |
|
Form of Non-Employee Director Inaugural Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.8 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.7 |
|
Form of Non-Employee Director Inaugural Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.9 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.8 |
|
Form of Non-Employee Director Inaugural Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.10 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
Form of Non-Employee Director Annual Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.11 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.10 |
|
Form of Non-Employee Director Annual Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.12 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
4.11 |
|
Form of Non-Employee Director Annual Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. |
|
S-1 |
|
333-225084 |
|
10.13 |
|
May 21, 2018 |
|
|
|
|
|
|
|
|
|
|
|
5.1* |
|
Opinion of Dentons US LLP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1* |
|
Consent of Marcum LLP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2* |
|
Consent of Dentons US LLP (included in Exhibit 5.1). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1* |
|
Power of Attorney (contained on signature page hereto). |
|
|
|
|
|
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|
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|
107* |
|
Filing Fee Table. |
|
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|
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockaway, State of New
Jersey, on this 18th day of March 2022.
|
ELECTROCORE, INC. |
|
(Registrant) |
|
|
|
|
By: |
/s/ Brian Posner |
|
|
Name: Brian Posner |
|
|
Title: Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Daniel S. Goldberger and Brian Posner, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution, for him in any and all capacities, to sign this Registration Statement on Form S-8 of electroCore,
Inc., and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for
all intents and purposes as he might or could do in person, hereby and about the premises hereby ratifying and confirming all that said
attorneys-in-fact and agent, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
/s/ Daniel
S. Goldberger |
|
Chief Executive Officer and Director |
|
March 18, 2022 |
Daniel S. Goldberger |
|
(Principal Executive Officer) |
|
|
|
|
|
/s/ Brian
Posner
Brian Posner |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
March 18, 2022 |
|
|
|
/s/ Peter
Cuneo |
|
Chairman of the Board |
|
March 18, 2022 |
Peter Cuneo |
|
|
|
|
|
|
|
/s/ Michael
G. Atieh |
|
Director |
|
March 18, 2022 |
Michael G. Atieh |
|
|
|
|
|
|
|
/s/ Joseph
P. Errico |
|
Director |
|
March 18, 2022 |
Joseph P. Errico |
|
|
|
|
|
|
|
/s/ Thomas
J. Errico, M.D. |
|
Director |
|
March 18, 2022 |
Thomas J. Errico, M.D. |
|
|
|
|
|
|
|
/s/ John
Gandolfo |
|
Director |
|
March 18, 2022 |
John Gandolfo |
|
|
|
|
|
|
|
/s/ Julie
A. Goldstein |
|
Director |
|
March 18, 2022 |
Julie A. Goldstein |
|
|
|
|
|
|
|
/s/ Trevor
J. Moody |
|
Director |
|
March 18, 2022 |
Trevor J. Moody |
|
|
|
|
|
|
|
/s/ Thomas
Patton |
|
Director |
|
March 18, 2022 |
Thomas Patton |
|
|
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|
|
|
|
|
/s/ Patricia
Wilber |
|
Director |
|
March 18, 2022 |
Patricia Wilber |
|
|
|
|
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