electroCore Announces Reverse Stock Split
14 Fevereiro 2023 - 12:30PM
electroCore, Inc. (Nasdaq: ECOR) (the “Company”), a
commercial-stage bioelectronic medicine and wellness company, today
announced a planned reverse stock split of its shares of common
stock at a ratio of 1-for-15. The reverse stock split will take
effect as of 12:01 a.m. ET, on Wednesday, February 15, 2023, and
shares of electroCore will trade on a post-split basis on the
Nasdaq Capital Market under the existing trading symbol, “ECOR,” at
the market open on February 15, 2023.At the Company’s special
meeting of stockholders held February 13, 2023, stockholders
approved an amendment to the Company’s certificate of incorporation
to implement a reverse stock split in a range of 1-for-5 to
1-for-50 and granted the board of directors the authority to
implement and determine the exact split ratio within such range,
which was set by the board at 1-for-15. Following the reverse stock
split, the new CUSIP number of the common stock will be 28531P202,
with the par value per share of common stock remaining at $0.001. A
proportionate adjustment will be made to the per-share exercise
prices and number of shares issuable under all outstanding warrants
and equity awards.When the reverse stock split becomes effective,
every 15 shares of the Company’s issued and outstanding common
stock will be combined into one share of common stock.
No fractional shares will be issued in connection
with the reverse stock split. Stockholders who would otherwise be
entitled to receive a fractional share will instead receive
a cash payment based on the closing sales price of the
Company’s common stock on the Nasdaq Capital Market on February 14,
2023. Each stockholder’s percentage ownership interest in
electroCore will remain unchanged after the reverse stock split
(other than the de minimis impact from the elimination of the
fractional shares).The Company is implementing the reverse stock
split to seek to increase the price of its common stock on the
Nasdaq Capital Market and potentially regain compliance with the
minimum bid price requirement of $1.00 per share for a minimum of
10 consecutive trading days, as required for continuing listing of
the common stock on the Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Company has
appealed the December 20, 2022, determination letter from the
Nasdaq Stock Market LLC (“Nasdaq”) that the common stock has not
achieved compliance with the Bid Price Rule. A hearing was held on
February 2, 2023, before a Nasdaq Hearings Panel (the “Panel”).
While the appeal process is pending, the potential suspension of
trading of the common stock by Nasdaq is stayed, a Form 25-NSE will
not be filed with the Securities and Exchange Commission, and the
common stock continues to trade on the Nasdaq Capital Market until
the hearing process concludes and the Panel issues a written
decision. The Company has furnished the Panel with a plan to regain
compliance, part of which is the implementation of the reverse
stock split in order to attempt to regain compliance with the Bid
Price Rule and thereby avoid delisting of the common stock from the
Nasdaq Capital Market. There can be no assurance that the Panel
will grant the Company’s request for a continuing suspension of
delisting or continued listing on the Nasdaq Capital Market, nor
that the common stock will regain compliance with the Bid Price
Rule.
About electroCore, Inc.electroCore, Inc. is a
commercial stage bioelectronic company dedicated to improving
outcomes through its non-invasive vagus nerve stimulation (“nVNS”)
technology platform. Our focus is the commercialization of medical
devices for the management and treatment of certain medical
conditions and consumer product offerings utilizing nVNS to promote
general wellbeing and human performance in the United States and
select overseas markets.For more information, visit
www.electrocore.com.For more information, visit
www.electrocore.com.
Forward-Looking StatementsThis
press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include, but are not limited to,
statements regarding electroCore's business prospects and clinical
and product development plans; electroCore’s ability to maintain
its listing on Nasdaq; marketability of the Company’s stock
post-reverse split; its pipeline or potential markets for its
technologies; the timing, outcome and impact of regulatory,
clinical and commercial developments; the issuance of U.S. and
international patents providing expanded IP coverage; the
possibility of future business models and revenue streams from the
company’s potential combining of nVNS and smartphone or
application-based technologies; the availability and impact of
payor coverage, the potential of nVNS generally and gammaCore in
particular and other statements that are not historical in nature,
particularly those using terminology such as "anticipates,"
"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 obtain additional financing necessary to
continue electroCore's business, sales and marketing and product
development plans, the uncertainties inherent in the development of
new products or technologies, the ability to successfully
commercialize gammaCore™, competition in the industry in which
electroCore operates and general market conditions. All
forward-looking statements are made as of the date of this press
release, and electroCore undertakes no obligation to update
forward-looking statements or to update the reasons why actual
results could differ from those projected in the forward-looking
statements, except as required by law. Investors should refer to
all information set forth in this document and should also refer to
the disclosure of risk factors set forth in the reports and other
documents electroCore files with the SEC, available at
www.sec.gov.
Investors:Rich CockrellCG
Capital404-736-3838ecor@cg.capital
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