electroCore, Inc. Announces Closing of $9.3 Million Registered Direct Offering and Concurrent Private Placements Priced At Market Under Nasdaq Rules
06 June 2024 - 10:00PM
electroCore, Inc. (Nasdaq: ECOR) (“electroCore” or the “Company”),
a commercial-stage bioelectronic medicine and wellness company,
today announced the closing of its previously announced registered
direct offering of 225,000 registered pre-funded warrants to
purchase shares of common stock (the “registered pre-funded
warrants”) to an institutional accredited investor; the concurrent
private placement of unregistered common stock warrants to purchase
up to 112,500 shares of common stock to the investor; and the
separate private placement of an aggregate of 1,208,310 shares of
common stock (or pre-funded warrants to purchase common stock) and
common stock warrants to purchase up to an aggregate of 604,150
shares of common stock, to certain institutional and accredited
investors and directors and officers of the Company.
All pre-funded warrants were sold at a purchase price of $6.43,
minus $0.001 per pre-funded warrant, and are exercisable
immediately at a price of $0.001 per share. All shares of common
stock were sold at a purchase price of $6.43 per share. Each
pre-funded warrant was sold together with one-half of one common
stock warrant at a combined effective offering price of $6.4925,
minus $0.001. Each share of common stock was sold together with
one-half of one common stock warrant at a combined effective
offering price of $6.4925. Each common stock warrant is immediately
exercisable at a price of $6.43 per share and expires five years
after issuance.
The aggregate gross proceeds to the Company from the issuance
and sale of the securities described above is approximately $9.3
million, before deducting other offering expenses payable by
electroCore. This included approximately $5.645 million provided by
directors and officers of electroCore. The Company currently
intends to use the anticipated net proceeds of approximately $9.0
million from these sales for sales and marketing, working capital
and general corporate purposes. The issuance and sale of the
securities described above were priced “at market” under the rules
of the Nasdaq Capital Market.
Dan Goldberger, CEO of electroCore stated, “We appreciate the
confidence of our returning investors. The Company’s revenue
continued showing strong momentum during the first two months of
the second quarter. I believe the business is demonstrating
operating leverage, and that we have access to adequate cash to
fund the business until we generate positive cash flow from
operations in 2025.”
The registered pre-funded warrants were offered and sold by the
Company pursuant to a “shelf” registration statement on Form S-3
(Registration No. 333-262223), including a base prospectus,
previously filed with the Securities and Exchange Commission (the
“SEC”) on January 18, 2022, and declared effective by the SEC on
January 25, 2022. The offering of such securities was made only by
means of a prospectus supplement and the accompanying base
prospectus that form a part of the registration statement. A final
prospectus supplement and the accompanying base prospectus has been
filed with the SEC and is available on the SEC’s website located at
http://www.sec.gov.
The offer and sale of the securities described herein, other
than the registered pre-funded warrants, was not covered by a
registration statement, and was made in transactions not involving
a public offering, and such securities have not been registered in
reliance on the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506(b) of Regulation D promulgated thereunder.
The Company has agreed to register the shares of common stock
issued in the private placements and the shares of common stock
underlying the warrants issued in the private placement on a resale
registration statement to be filed with the SEC.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or jurisdiction.
About electroCore, Inc.
electroCore, Inc. is a commercial stage bioelectronic medicine
and wellness company dedicated to improving health through its
non-invasive vagus nerve stimulation (“nVNS”) technology platform.
The Company’s 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.
Forward-Looking Statements
This press release and other written and oral statements made by
representatives of electroCore 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 about the intended use of net
proceeds from the transactions described in this press release,
statements regarding the Company’s cash flows and operating
leverage or ability to raise additional capital if needed,
electroCore’s business prospects and clinical and product
development plans; its pipeline or potential markets for its
technologies; the timing, outcome and impact of regulatory,
clinical and commercial developments; business prospects around its
prescription gammaCore product, general
wellness Truvaga and TAC-STIM products, and other
potential new products and markets, and other statements that are
not historical in nature, particularly those that utilize
terminology such as “anticipates,” “will,”
“expects,” “believes,” “intends,” and 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 electroCore’s business and product
development plans, the inherent uncertainties associated with
developing new products or technologies, the ability to
commercialize gammaCore, TAC-STIM, and Truvaga, electroCore’s
results of operations and financial performance, inflation and
currency fluctuations, and any expectations electroCore may have
with respect thereto, competition in the industry in which
electroCore operates and overall economic and market conditions.
Any forward-looking statements are made as of the date of this
press release, and electroCore assumes no obligation to update the
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 consult all
of the information set forth herein and should also refer to the
risk factor disclosure set forth in the reports and other documents
electroCore files with the SEC available
at www.sec.gov.
Contact:ECOR Investor Relations(973)
302-9253investors@electrocore.com
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