ECOR US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Annual Report, including those set forth under Item 1A. “Risk Factors” and under “Forward-Looking Statements” in this Annual Report.

Note: Information concerning the shares of our common stock and related share prices in this Item 7 has been adjusted to reflect the 1-for-15 reverse split of our common stock that was made effective on February 15, 2023. (See, “Item 8 – Notes to consolidated financial statements – Note 2 - Basis of Presentation”).

Overview

electroCore is a bioelectronic medicine and general wellness company dedicated to improving health and quality of life through our proprietary non-invasive vagus nerve stimulation (“nVNS”) technology platform and related product offerings.

nVNS modulates neurotransmitters through its effects on both the peripheral and central nervous systems. Our nVNS treatment is delivered through a proprietary high-frequency burst waveform that safely and comfortably passes through the skin and stimulates therapeutically relevant fibers in the vagus nerve. Various scientific publications suggest that nVNS works through a variety of mechanistic pathways including the modulation of neurotransmitters.

Historically, vagus nerve stimulation or VNS, required an invasive surgical procedure to implant a costly medical device. This has generally limited VNS from being used by anyone other than the most severe patients. Our non-invasive medical devices and general wellness products are self-administered and intended for regular or intermittent use over many years.

Our capabilities include product development, regulatory affairs and compliance, sales and marketing, product testing, electromechanical assembly, fulfillment, and customer support. We derive revenues from the sale of products in the United States and select overseas markets. We have two principal product categories:

We believe our nVNS products may be used in the future to effectively treat additional medical conditions.

Our goal is to be a leader in non-invasive neuromodulation to deliver better health. To achieve this, we offer multiple propositions:

• Truvaga for the support of general health and wellbeing; and

• TAC-STIM for human performance.

Our flagship gammaCore Sapphire is a prescription medical device that is FDA cleared for a variety of primary headache conditions. gammaCore is available by prescription only and Sapphire is a portable, reusable, rechargeable and reloadable personal use option for patients to use at home or on the go. Prescriptions are written by a health care provider and dispensed from a specialty pharmacy, through the patient’s healthcare system, or shipped directly to certain patients in the United States from our facility in Rockaway, NJ. After the initial prescription is filled, access to additional therapy can be refilled for certain of our gammaCore products through the input of a prescription-only authorization.

We offer two versions of our Truvaga products for the support of general health and wellbeing. Truvaga 350 is a personal use consumer electronics general wellness product and Truvaga Plus, which was launched in April 2024, is our next generation, app-enabled general wellness product. Neither product requires a prescription and is available direct-to-consumer from electroCore at www.truvaga.com or through online retailers such as Amazon.com. TAC-STIM handset is a form of nVNS for human performance and has been developed in collaboration with the United States Department of Defense Biotech Optimized for Operational Solutions and Tactics, or BOOST program. TAC-STIM handsets are available as a Commercial Off the Shelf (COtS) solution to professional organizations and are the subject of ongoing research and evaluation within the United States Air Force Special Operations Command, the United States Army Special Operations Command and at the United States Air Force Research Laboratory.

Truvaga and TAC-STIM are intended for general wellness in compliance with the FDA guidance document entitled “General Wellness: Policy for Low-Risk Devices; Guidance for Industry and FDA Staff, issued on September 27, 2019.” Truvaga and TAC-STIM handsets are not intended to diagnose, treat, cure, or prevent any disease or medical condition.

We are exploring strategies to make our TAC-STIM product available to other branches of the active-duty military, first responders, elite athletes and certain human performance professionals in the United States and abroad. Our TAC-STIM product is not a medical device and is not intended to diagnose, cure, mitigate, prevent, or treat a disease or condition.

Ourtwolargest customers by revenue are the United States Department of Veterans Affairs and United States Department of Defense, or VA, and the United Kingdom National Health Service or NHS utilizing our FDA cleared and CE marked product,gammaCore.

The VA comprised 70.6% of our revenue during the year ended December 31, 2024. The majority of our 2024 sales were made pursuant to our qualifying contract under the FSS, which was secured by us in December 2018, as well as open market sales to individual facilities within the government channels. The initial term of our FSS contract was scheduled to expire on January 15, 2024. On January 5, 2024, we obtained a modification to the initial contract, temporarily extending the term from January 15, 2024, to March 14, 2024, and subsequently extended the term to June 14, 2025, while the U.S. Department of Veteran Affairs VA Federal Supply Schedule Service reviews our follow-on offer application for a replacement contract. Although we continue to work with the appropriate government personnel to replace our FSS contract, there can be no assurance that the VA will accept our follow-on application to replace our contract which may limit or eliminate our ability to sell certain gammaCore products into the government channel pursuant to our qualifying FSS contract or individual facilities that utilize our FSS contract number for open market purchases.

In August 2023, we signed a non-exclusive distribution agreement with Lovell Government Services, or Lovell, providing Lovell the right to list and distribute certain gammaCore products into the federal market. Lovell is a Service-Disabled Veteran-Owned Small Business (SDVOSB) offering medical and pharmaceutical goods and services to federal healthcare providers. Listing products with Lovell is intended to streamline the sales process to a variety of government procurement channels through Lovell’s compliance with contracting regulations and its provision of logistical solutions connected directly into government contracting portals, all of which are intended to help government agencies meet their SDVOSB procurement goals. Customers for these vehicles are federal healthcare systems such as the Veterans Health Administration (VHA, which includes the VA), the Military Health System (MHS), and Indian Health Services (IHS), which we believe serve up to approximately 21 million patients combined.

Between November 2023 and January 2024, certain gammaCore products

were added to the FSS, the DoD’s Distribution and Pricing Agreement (DAPA), GSA

Advantage, and Defense Logistics Agency’s ECAT system procurement portals

through the Lovell contract vehicles, enabling the purchase of gammaCore

products within the government channel and throughout the federal markets,

including, but not limited to, the VA. The gammaCore products offered through

Lovell provide government customers with similar product configuration options

to those currently sold through our existing FSS contract and open market sales

made directly to individual VA facilities. We expect a portion of our U.S. 2025

sales of gammaCore to continue to be made pursuant to qualifying FSS, GSA,

DAPA, ECAT contracts and open market sales to individual VA facilities. Our sales function in this channel is

comprised of employees and an increasing number of independent contractors.

Sales under the UK Med Tech Funding Mandate, or MTFM, for CH in the UK comprised 6.6% of our revenue during the year ended December 31, 2024. In

2025, we plan on continued use of this program. In 2023, NHS granted

a two-year extension in which our prescription gammaCore therapy will continue

to be listed in the NHS catalogue. This extension is through March 17,

2026, with an option for us to extend an additional two

years. In 2025, we expect NICE to review the guidance document and any changes

in recommendation or pricing may adversely impact our ability to work with NHS

England on the MTFM program and could have an adverse impact on our financial

results. We continue to utilize distribution partners to commercialize our nVNS

technology in selected territories outside the United States and United Kingdom.

We believe there may be significant opportunities beyond these two areas. Specifically, we believe there may be a large commercial opportunity for our gammaCore medical device with additional insurance covered lives, cash pay, physician dispense, and direct-to consumer approaches, along with wellness and human performance propositions through our Truvaga and TAC-STIM handsets. Therefore, we will continue our investments to expand our efforts in these channels and markets in 2025.

On December 17, 2024, we entered into a definitive agreement to acquire NURO. NURO is a commercial stage healthcare company that develops and commercializes neurotechnology devices to address unmet needs in the chronic pain market through its Quell® platform: a wearable, app and cloud-enabled neuromodulation platform that is indicated for the treatment of fibromyalgia symptoms (Quell Fibromyalgia) and lower-extremity chronic pain (Quell 2.0). The transaction does not include NURO’s Japan-related DPNCheck® technology and business, which are expected to be divested by NURO prior to closing of the transaction. Consummation of the transaction is subject to approval by holders of at least a majority of the outstanding shares of NURO common stock entitled to vote on the merger, and the filing with the SEC of NURO’s Form 10-K with respect to the fiscal year ended December 31, 2024, in addition to other closing conditions.

We face a variety of challenges and risks that we will need to address and manage as we pursue our strategies, including our ability to develop and retain an effective sales force, achieve market acceptance of our gammaCore medical device among clinicians, patients, and third-party payers, expand the use of our gammaCore medical device to additional therapeutic indications, and to develop our nascent wellness and human performance business including the planned launch of Truvaga Plus, our next generation app-enabled device under the Truvaga brand.

Because of the numerous risks and uncertainties associated with our commercialization efforts, as well as research and product development activities, there may be uncertainty regarding our ability to achieve or maintain profitability. If we fail to become profitable or are unable to sustain profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Our expected cash requirements for the next 12 months and beyond are based on the commercial success of our products and our ability to control operating expenses. There are significant risks and uncertainties as to our ability to achieve these operating results. Due to these risks and uncertainties, we may need to reduce our activities significantly more than our current operating plan and cash flow projections assume in order to fund operations for the next 12 months. There can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. See also “Liquidity Outlook.”

Capital Activities

On January 24, 2025, we filed a Form S-3 registration

statement (with an amendment filed on January 31, 2025), or the 2025 Shelf

Registration Statement, with the SEC, for the potential offering and issuance

from time to time of common stock, preferred stock, warrants, rights, debt

securities and units, up to an aggregate amount of $100 million. The 2025 Shelf

Registration Statement is currently under review by the SEC. The proposed

maximum offering price per unit and the proposed maximum aggregate offering price

per class of security in any future offering under the 2025 Registration

Statement will be determined from time to time by us in connection with the

issuance by us of the securities registered under the 2025 Shelf Registration

Statement. As of December 31, 2024, we have approximately $46.2 million

remaining for potential issuance under the 2022 Shelf Registration Statement

(as defined below). If we raise additional funds by issuing equity or debt

securities, either through the sale of securities pursuant to a registration

statement or by other means, our existing stockholders may experience dilution,

and the new equity or debt securities may have rights, preferences and

privileges senior to those of our existing stockholders. The 2022 Shelf Registration

Statement expires on the earlier of July 24, 2025 and the effectiveness under

the Securities Act of the 2025 Registration Statement.

On November 29, 2024, we entered into the Sales Agreement

with Wainwright. Under the Sales Agreement, the Company may offer and sell

shares of its common stock, par value $0.001 per share, from time to time

having an aggregate offering price of up to $20 million (the “ATM Shares”)

during the term of the Sales Agreement through Wainwright, acting as sales

agent. The Company has filed a prospectus supplement relating to the offer and

sale of the Shares pursuant to the Sales Agreement. The ATM Shares will be issued

pursuant to the Company’s previously filed and effective Registration Statement

on Form S-3 (File No. 333-262223) (the “2022 Shelf Registration Statement”),

which was initially filed with the Securities and Exchange Commission (the

“SEC”) on January 18, 2022 and declared effective on January 25, 2022. The

Company intends to use the net proceeds from any offering pursuant to the Sales

Agreement to continue to fund sales and marketing, working capital and for

other general corporate purposes. As of March 6, 2025, the

Company had approximately $19.78 million of ATM Shares remaining available for

issuance under the Sales Agreement.

On June 5, 2024, in connection with a registered direct

offering and concurrent private placement with an institutional and accredited

investor, we issued and sold pre-funded warrants to purchase up to 225,000

shares of common stock, and warrants to purchase up to 112,500 shares of common

stock. Each pre-funded warrant was sold together with one-half of one warrant

to purchase one share of common stock, at a combined offering price of $6.4925

per pre-funded warrant and related one-half of one warrant.

Additionally, on June 5, 2024, in a separate concurrent

private placement with certain institutional and accredited investors and six

of the Company's officers and directors, we issued and sold 438,191 shares of

common stock, pre-funded warrants to purchase up to 770,119 shares of common

stock, and warrants to purchase up to an aggregate of 604,150 shares of common

stock. Each share of common stock was sold together with one-half of one

warrant to purchase one share of common stock, at a combined offering price of

$6.4925 per share of common stock and related one-half of one warrant. Each

pre-funded warrant was sold together with one-half of one warrant to purchase

one share of common stock, at a combined offering price of $6.4925 per

pre-funded warrant and related one-half of one warrant.

The common stock purchase warrants became exercisable

immediately upon issuance at an exercise price of $6.43 per share and will

expire five years after the date of issuance. Each pre-funded warrant became

immediately exercisable upon issuance at an exercise price of $0.001 per share.

The net proceeds to the Company resulting from the

registered direct offering and concurrent private placements was approximately

$9.0 million, after deducting the placement agent fees and expenses, and other

offering expenses payable by the Company, and excluding the proceeds, if any,

from the potential exercise of the common stock purchase warrants sold in the

concurrent private placements. The registered pre-funded warrants were offered

and sold by the Company pursuant the 2022 Shelf Registration Statement.

In connection with a registered direct offering and

concurrent private placement with certain institutional and accredited

investors, on July 31, 2023, we issued and sold an aggregate of 1,062,600

shares of common stock, 613,314 pre-funded common stock purchase warrants that

were exercisable upon issuance and warrants to purchase up to an aggregate of

837,955 shares of common stock. Pursuant to a private placement on the same

date with six of the Company’s officers and directors, we issued and sold 169,968

shares of common stock and warrants to purchase up to an aggregate of 84,982

shares of common stock. The combined effective offering price of the securities

sold pursuant to these transactions was $4.4125 per share of common stock and

related warrant to purchase one-half of a share of common stock. The common

stock purchase warrants became exercisable as of February 2, 2024, at a price of

$4.35 per share and will expire five years after they become exercised. The net

proceeds to the Company resulting from the registered direct offering and

concurrent private placements was approximately $7.5 million, after deducting

the placement agent fees and expenses, and other offering expenses payable by

the Company, and excluding the proceeds, if any, from the potential exercise of

the common stock purchase warrants sold in the concurrent private placements.

Critical Accounting Estimates

We prepare our consolidated financial statements in

accordance with U.S. generally accepted accounting principles, which require

our management to make estimates that affect the reported amounts of assets,

liabilities and disclosures of contingent assets and liabilities at the balance

sheet dates, as well as the reported amounts of revenues and expenses during

the reporting periods. To the extent that there are material differences

between these estimates and actual results, our financial condition or results

of operations would be affected. We base our estimates on our own historical

experience and other assumptions that we believe are reasonable after taking

account of our circumstances and expectations for the future based on available

information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Although there are items within our financial statements that require management to make accounting estimates, we do not believe them to be critical, as defined above.

Results of Operations

Comparison of the years ended December 31, 2024 and 2023

The following table summarizes our results of operations for the years ended December 31, 2024 and 2023 with the changes in those items in dollars.

Years ended December 31,

Operating expenses:

Other (income) expense:

Interest and other income (572 ) (433 ) (139 )

Total other (income) expense (183 ) (249 ) 66

Benefit from income taxes 93 186 (93 )

Net Sales

Net sales for the year ended December 31, 2024 increased 57%as compared to the year ended December 31, 2023. The increase of $9.2 million is due to an increase in net sales in prescription (Rx) - Department of Veteran Affairs and Truvaga channels. We expect that the majority of 2025 fiscal year revenue will continue to come from the U.S. Department of Veterans Affairs. See above Overview for discussion regarding the Federal Supply Schedule.

The following table sets forth our channel net sales:

(in thousands) Years ended December 31,

Rx gammaCore - U.S. Department of Veteran Affairs $ 17,788 $ 9,636

Rx gammaCore - U.S. Commercial 1,536 1,797

Gross Profit

Gross profit increased $8.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase in gross profit was primarily driven by the increase in net sales. Gross margin was 85% and 83% for the years ended December 31, 2024 and 2023, respectively.

Research and Development

Research and development expense of $2.4 million for the year endedDecember 31, 2024 decreased by $3.0 million compared to the prior year. This decrease was primarily due to a significant reduction in investments associated with the development of Truvaga Plus.

Selling, General and Administrative

Selling, general and administrative expense of $31.2 million for the year ended December 31, 2024 increased by $4.0 million compared to $27.2 million for the previous year. This increase was primarily due to our greater variable selling and marketing costs consistent with our increase in sales. In 2025, we plan on continuing to make targeted investments in sales and marketing to support our commercial efforts, particularly around sales and marketing efforts across all major U.S. channels.

Other (Income) Expense

Other (income) expense of $183,000 for the year ended December 31, 2024 increased by $66,000 from prior year due to increased interest income offset by non-recurring expenses associated with the termination of a financing agreement and transaction expenses with the NURO transaction.

Benefit from Income Taxes

The Company may be eligible, from time to time, to receive cash from the sale of our net operating losses under New Jersey's Department of the Treasury - Division of Taxation NOL Transfer Program. During the years ended December 31, 2024 and 2023, we received net cash payments of $0.1 million and $0.2 million from the sale of our New Jersey state net operating losses, respectively.

Liquidity and Capital Resources

At December 31, 2024, our cash, cash equivalents, restricted cash and marketable securities was $12.2 million compared to $10.6 million at December 31, 2023.

December 31,

Net cash (used in) provided by

Investing activities $ (8,519 ) $ (206 )

Operating Activities

Net cash used in operating activities was $6.9 million and $14.7 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $7.7 million is primarily due to the increase in net sales and resulting decrease in our net loss from operations as adjusted for non-cash expense items.

Investing Activities

Net cash used in investing activities was $8.5 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, cash used in investing activities was related to the purchase of marketable securities. During the year endedDecember 31, 2023, cash used in investing activities was related to equipment purchases.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2024 was $8.4 million which was attributable to the Company entering into a registered direct offering and concurrent private placements, each of which closed on

June 5, 2024, and proceeds from the exercise of warrants. Pursuant to a registered direct offering with

an institutional and accredited investor, we issued and sold pre-funded

warrants to purchase up to 225,000 shares of common stock. In a concurrent

private placement, we issued and sold to the institutional and accredited

investor warrants to purchase up to 112,500 shares of common stock. In a

separate concurrentprivate placement

with certain institutional and accredited investors and six of the Company’s

officers and directors, we issued and sold 438,191 shares of common stock,

pre-funded warrants to purchase up to 770,119 shares of common stock, and

warrants to purchase up to an aggregate of 604,150 shares of common stock. Each

share of common stock was sold together with one-half of one warrant to

purchase one share of common stock, at a combined offering price of $6.4925 per

share of common stock and related one-half of one warrant. Each pre-funded

warrant was sold together with one-half of one warrant to purchase one share of

common stock, at a combined offering price of $6.4925 per pre-funded warrant

and related one-half of one warrant. The common stock purchase warrants

becameexercisable immediately upon

issuance at a price of $6.43 per share and expire five years from the date of

issuance. The pre-funded warrants became exercisable immediately upon issuance

at a price of $0.001 per share.

Net cash provided by financing activities for the year ended December 31, 2023 was $7.5 million which was attributable to (i) a registered direct offering and concurrent private placement closed on August 2, 2023 with certain institutional and accredited investors pursuant to which we issued and sold an aggregate of 1,062,600 shares of common stock, 613,314 pre-funded common stock purchase warrants that are exercisable upon issuance, and warrants to purchase up to an aggregate of 837,955 shares of common stock and (ii) a concurrent private placement closed on August 2, 2023 with certain of the Company's officers and directors pursuant to which we issued and sold 169,968 shares of common stock and warrants to purchase up to an aggregate of 84,982 shares of common stock. The combined effective offering price of the securities sold pursuant to these transactions was $4.4125 per share of common

stock and related warrant to purchase one-half of a share of common stock. The common stock purchase warrants became exercisable

as of February 2, 2024 at a price of $4.35 per share and expire five years from the date of issuance.

Liquidity Outlook

On November 29, 2024, we entered into the Sales Agreement with Wainwright, whereby the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $20 million during the term. In 2024, we did not raise money pursuant to the ATM Facility.

In 2025, we intend to continue to make targeted investments in sales and marketing to continue driving commercial activities. We have historically funded our operations from the sale of our common stock and may continue through utilization of the ATM facility orother equity or debt transactions if needed. As of March 6, 2025, the Company had approximately $19.78 million of ATM Shares remaining available for issuance under the Sales Agreement.

Our expected cash requirements for the next 12 months and beyond are largely based on the commercial success of our products. We believe our cash and cash equivalents will enable us to fund our operating expenses, working capital, and capital expenditure requirements, as currently planned, through 12 months from the date the accompanying financial statements are issued. There are significant risks and uncertainties as to our ability to achieve these operating results. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Impact of Recently Issued Accounting Standards

In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Consolidated Financial Statements. See Note 2 “Basis of Presentation” of the notes to our consolidated financial statements in this Annual Report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We develop our products in the United States and sell those products into several countries. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Most of our sales in Europe are denominated in British Pound Sterling and our license agreement with Teijin is denominated in Japanese Yen. As our sales in currencies other than the U.S. dollar increase, our exposure to foreign currency fluctuations may increase. In addition, changes in exchange rates also may affect the end-user prices of our products compared to those of our foreign competitors, who may be selling their products based on local currency pricing. These factors may make our products less competitive in some countries.

If the U.S. dollar uniformly increased or decreased in strength by 15% relative to the foreign currencies in which our sales were denominated, our net income would have correspondingly increased or decreased by an immaterial amount for the year ended December 31, 2024.

Our exposure to market interest rate risk is confined to our cash and cash equivalents and marketable securities. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we may maintain a portfolio of cash equivalents and investments in a variety of securities of high credit quality. The securities in our investment portfolio, if any, are not leveraged, are classified as available for sale and are, due to their very short-term nature, subject to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our cash equivalents, we do not believe that an increase in market rates would have any material negative impact on interest income recognized in our statement of operations. We have no investments denominated in foreign currencies and therefore our investments are not subject to foreign currency exchange risk. We contract with investigational sites, suppliers and other vendors in Europe and internationally. In addition, our license agreement requires payments to us to be denominated in Japanese Yen. We are subject to fluctuations in foreign currency rates in connection with these agreements. We do not hedge our foreign currency exchange rate risk.

All of the potential changes noted above are based on sensitivity analyses performed on our financial position as of December 31, 2024.

Item 8. Financial Statements and Supplementary Data.

The financial statements required to be filed pursuant to this Item8 are appended to this Annual Report. An index of those financial statements is found in Item15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2024, was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2024, were effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets: (ii) provide reasonable assurance (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting policies (b) our receipts and expenditures are being made only in accordance with authorizations of our management and directors: and (c) regarding the prevention or timely detection of the unauthorized acquisition use or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2024, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2024 our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the three months ended December 31, 2024 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

Director and Officer Trading Plans and Arrangements

During the three months ended December 31, 2024, none of our directors or officers adopted, made certain modifications or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Directors, Executive Officers and Corporate Governance

Directors

Our Board is divided into three classes, and currently

has seven members, who are generally elected for a three-year term. The

classification results in staggered elections, with a different class of

directors standing for election every year. Vacancies on the Board may be filled

only by person(s) elected by a majority of the remaining directors. A director

elected by the Board to fill a vacancy in a class, including a vacancy created

by an increase in the number of directors, will have serve the remainder of the

term of that class until the director’s successor is duly elected and

qualified. Set forth below is the name, age as of March

12, 2025, and certain biographical information with respect to each of

our current directors, by class.

F. Peter Cuneo resigned as a Class III director

with a term expiring at the 2024 Annual Meeting of Stockholders, and was immediately reappointed to the Board as a Class I director

with a term expiring at the 2025 Annual Meeting of Stockholders. The resignation and reappointment of Mr. Cuneo was not due to any

disagreement with the Company, the Board or the management of the Company. For all other purposes, including equity award vesting

and other compensation matters, Mr. Cuneo’s service on the Board is deemed to have continued uninterrupted. Mr. Cuneo is expected

to continue to serve as the Chairman of the Board until the 2025 Annual Meeting, at which he will not stand for reelection.

Class I Directors (Terms Expiring in 2025)

Daniel S. Goldberger

Daniel S. Goldberger, 66, has served as our Chief Executive Officer and a member of the Board since October 2019. Mr. Goldberger served as a director of Koru Medical Systems, a manufacturer of infusion pump systems, from April 2017 until May 2022 and he served as its executive chairman from August 2017 until September 2019. From January 2018 to September 2019, Mr. Goldberger served as the chief executive officer of Synergy Disc Replacement Inc., a private company commercializing a proprietary total disc implant for cervical spine therapy. From July 2017 to September 2017, Mr. Goldberger served as chief executive officer of Milestone Medical, Inc. Prior to this he served as the chief executive officer of Xtant Medical Holdings, Inc. from August 2013 to January 2017. He also served on the board and as the chief executive officer of Sound Surgical Technologies LLC from April 2007 to February 2013. Mr. Goldberger has also served on the boards of Xtant Medical Holdings, Inc., Sound Surgical, Xcorporeal. Theragen, Inc., and Glucon. Mr. Goldberger earned a B.S. in mechanical engineering from The Massachusetts Institute of Technology, and a M.S. in mechanical engineering from Stanford University. The Board believes that Mr. Goldberger’s extensive senior management experience in the medical device industry, including as our Chief Executive Officer, qualify him for service on the Board.

Julie A. Goldstein

Julie A. Goldstein, 66, has served as a member of the Board since March 2022. Ms. Goldstein has more than 30 years of leadership expertise in product, media and entertainment marketing, which spans a career in radio, television, music and theater. Ms. Goldstein’s specific expertise includes operations, sales development, advertising, and project management. She has also spearheaded many major national and international marketing campaigns. She was a producer for the Broadway musical First Date from 2013 to 2014. At music labels JIVE Records, RCA Records, and Virgin Records, she served as vice president of marketing and development. She also held the position of vice president of marketing and sales at NewsCorp / TV Guide Television Network and began her career in radio marketing. Her expertise around spending and strategic marketing techniques contributed to RCA’s turnaround. She received the Billboard Magazine’s Radio Promotion Director of the Year, Bertelsmann Key Management Award, and Virgin Records Promotion Director of the Year. Ms. Goldstein holds a B.A. in communications and social welfare from California State University at Chico. The Board believes Ms. Goldstein’s extensive media and marketing expertise qualifies her to serve on the Board.

Patricia Wilber

Patricia Wilber, 63, has served as a member of the Board since

March 2022. Ms. Wilber has been a chief marketing officer, global business

strategist, and board member who delivers organizational and cultural

transformation for branding. She is a pioneer in new franchise models and

branded partnerships. Ms. Wilber last served as the executive vice president,

chief marketing officer, and managing director of partnerships, EMEA, the

highest position in the marketing department at The Walt Disney Company from 2015

to 2018, where she drove growth for Disney’s marquee brands by leading

marketing and communications for Disney, Pixar, Star Wars, and Marvel.

Additionally, she established and led EMEA’s 40-country integrated marketing,

franchise and partnership functions, including a major reorganization of the

EMEA channels to boost growth and profitability by significantly reducing

expenses. She also currently serves on the board of Zapp Electric Vehicles Group

Limited and Yale New Haven Hospital, a medical nonprofit organization. She

served on the boards of Euro Disney SCA from 2015 to 2018, Magical Cruise

Company, more commonly known as the Disney Cruise Line, from 2013 to 2018, and

Vibrant Emotional Health from 2022 to 2023. Ms. Wilber holds a B.A. in history

from Brown University. The Board believes Ms. Wilber’s strategic marketing

expertise and public company board experience qualify her to serve on the

Board.

Class II Directors (Terms Expiring in 2026)

Thomas J. Errico, M.D.

Thomas J. Errico, M.D., 73, is a founder of our company and has served as a member of the Board since 2005. Dr. Errico has been a board-certified orthopedic surgeon since 1986 and currently serves as a pediatric orthopedic spine surgeon at Nicklaus Children’s Hospital. He also is an associate Professor of Orthopedic Surgery at the University of Miami School of Medicine. He previously served as the chief, Division of Spine Surgery in Orthopedics, at NYU Langone Health from 1997 until 2018. He currently serves on the board of Setting Scoliosis Straight, a nonprofit organization focused on advancing medical techniques in the treatment of spinal deformities and was an adjunct professor of the Department of Orthopedic Surgery at NYU Grossman School of Medicine. In addition, Dr. Errico is a member of the International Society for the Advancement of Spine Surgery and served as its president from 2010 to 2011. He is also an original member of the North American Spine Society and served as its president from 2003 to 2004. Dr. Errico has founded multiple companies in the healthcare industry, including Spinecore, Inc. in 2001, where he served as a director until it was sold to Stryker, Inc. in 2004. Dr. Errico was also a founding member of K2M Group Holdings, Inc. in January 2004. Dr. Errico holds a B.S. in zoology from Rutgers University and an M.D. from Rutgers Medical School, formerly the University of Medicine and Dentistry of New Jersey. The Board believes Dr. Errico is qualified to serve on the Board due to his long tenure as a practicing spine-surgeon and his leadership role with world-class medical institutions, as well as serving as a co-founder, director and investor in a number of successful early-stage healthcare companies.

Thomas M. Patton

Thomas M. Patton, 61, has served as a member of the Board since

April 2020. He is a seasoned healthcare executive and board member with

operational, strategic, financial, legal, compliance and transactional

experience, from start-ups to growth companies, both public and private. He

currently is an advisor to the private equity firm SV Health Investors, is the

executive chairman of the board of directors of Spineology, Inc., a privately held,

therapeutic devices corporation, and serves on the board of the Connecticut

Port Authority and is co-chair of its audit committee. He also serves on the

private company boards' of directors of each of Packing Compliance Labs,

Robling Medical, LLC and Miach Orthopedics, Inc. He was the chief

executive officer and member of the board of directors of Ximedica, LLC, a

private medical products outsource design and development company from August

2020 to May 2021. From 2015 to 2021, he also served on the board of Misonix,

Inc., a publicly traded ultrasonic surgical tools and wound care company, and

chaired that company’s audit committee, from October 2015 to November 2021 and

served as president and chief executive officer of CAS Medical Systems, a

publicly traded developer and distributor of patient monitoring equipment, from

2010-2019. His prior experience includes roles as co-founder, president and

chief executive officer of QDx, Inc., a developer of unique micro-fluidic

diagnostic technology utilizing digital imaging techniques for hematologic analysis,

as president and chief operating officer of Novametrix Medical Systems, Inc.,

and as chief executive officer of Wright Medical Technology, Inc. Mr. Patton

has served on more than a dozen boards of directors for both public and private

medical products and services companies. Mr. Patton holds a B.A. in economics

from Holy Cross University and J.D. from Georgetown University Law Center. The

Board believes that Mr. Patton’s business and financial experience, as well as

his medical device industry expertise and ability to serve as an “audit

committee financial expert,” qualify him to serve on the Board.

Class III Directors (Terms Expiring in 2027)

F. Peter Cuneo

F. Peter Cuneo, 80, has served as a member of the Board since April 2020 and been the Chairman of the Board since October 2021. He currently serves as a managing principal of Cuneo & Company LLC, a private investment and management company that he

founded. He previously served as executive chairman of CIIG Capital Partners II, a special acquisition corporation listed on Nasdaq, from September 2022 until April 2023 following the completion of the business combination with Zapp Electric Vehicles, Inc. He was

the chairman of Arrival Ltd., a global electric vehicle company, from September 2021 until February 2023. Mr. Cuneo’s past

experience includes serving as chief executive officer of Marvel Entertainment Inc. and as vice chairmen until its sale to The Walt

Disney Company in 2009 and served on the board of Iconix Brand Group from 2007 through 2021. Earlier in his career, he

successfully led three turnarounds, first as president of Clairol’s Personal Care Division, as president of Black and Decker’s Security

Hardware Group, and as chief executive officer of Remington Products. Previously, he also served as president of Bristol-Meyers

Squibb Co.’s pharmaceutical group in Canada. Mr. Cuneo’s board experience includes serving as chairman of Valiant Entertainment

from 2012 to 2018 following Cuneo & Company LLC’s investment in the company. He currently serves as chairman emeritus of the

Alfred University Board of Trustees and served on the board of the National Archives Foundation in Washington, D.C. until 2023. Mr. Cuneo holds an M.B.A. from Harvard Business School, a B.S. from Alfred University and was a Lieutenant in the United States Navy, having served two deployments during the Vietnam War. The Board believes that Mr. Cuneo’s extensive business and financial

background, including his significant consumer-focused expertise, qualify him to serve on the Board.

John P. Gandolfo

John P. Gandolfo, 64, has served as a member of the Board since April 2020. He brings to the Board more than 30 years of financial

leadership at both public and private companies across multiple industry sectors, including in expense control and cash flow

optimization having retired in 2024 as chief financial officer of Eyenovia, Inc., a publicly held, late clinical stage biopharmaceutical

company focusing on the development of ophthalmic drugs. Prior to Eyenovia, he served as chief financial officer of Xtant Medical

Holdings, Inc., a publicly held orthopedic and spine medical device company with multiple operations throughout the United States

from 2010 to 2017. He has served on the board of Oragenics, Inc, a development-stage company dedicated to fighting infectious

diseases including coronaviruses and multidrug-resistant organisms, since September 2023. His prior healthcare-related experience

includes roles as chief financial officer of Progenitor Cell Therapy LLC, Power Medical Interventions and Bioject, Inc., among others. Mr. Gandolfo’s experience also includes serving on the audit committees of the boards of multiple medical technology companies

including Odyssey Health, Inc., a medical device company which he has served as a director since 2019. Mr. Gandolfo holds a B.A. in

business administration from Rutgers University. The Board believes that these experiences, and his ability to serve as a financial

expert on our audit committee, qualify him to serve on the Board.

Demographic Background

The Board is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board. The Board believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board.

Executive Officers

Set forth below is the name, age as of March 12, 2025, and certain biographical information for our current executive officers other than our Chief Executive Officer, Daniel S. Goldberger, whose information is set forth above in “Class I Directors (Terms Expiring in 2025).”

Joshua S. Lev

Joshua S. Lev, 40, has served as our Chief Financial Officer since October 2024. Mr. Lev, has served as the Chief Strategy Officer of the Company since January 2022, previously having served as Vice President of Business Development, Strategy and Financial Planning since February 2020. Prior to joining the Company, Mr. Lev had over 15 years of experience in the financial services industry as an investment banker and investor focusing on emerging growth companies. From 2011 to February 2020, Mr. Lev served as Director of Business Development at Wellfleet Partners, Inc. focusing on capital raising, M&A, strategic transactions and institutional client relations. From March 2014 through February 2020, he was also a co-founder of Aracle Capital, LLC, an investment firm with a focus on early-stage and emerging-growth companies. Mr. Lev received an M.B.A. from the University of North Carolina’s Kenan-Flagler Business School and a B.S. in Business & Management from the Sy Syms School of Business at Yeshiva University.

Executive officers serve at the pleasure of our Board of Directors.

Corporate Governance

Board Operating and Governance Guidelines

We have adopted Corporate Governance Guidelines to assure that the Board has the necessary authority and practices in place to review and evaluate our business operations as needed and can make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, are available on our website at www.electrocore.com.

Board Leadership Structure

The Board has an independent chairman, Mr. Cuneo, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chairman has substantial ability to shape the work of the Board. We believe that separation of the positions of Board Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of us. In addition, we believe that having an independent Board Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of our company and our stockholders. As a result, we believe that having an independent Board Chairman enhances the effectiveness of the Board as a whole.

There are no family relationships among any of our directors and executive officers nor have any of our executive officers or key employees been involved in a legal proceeding that would be required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act.

Role of the Board In Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for considering and discussing our major financial risk exposures and our risk assessment and risk management policies (including those related to data privacy, data security and cybersecurity). Our audit committee also periodically reviews the general process for the oversight of risk management by the Board.

The nominating and governance committee monitors compliance with legal and regulatory requirements and the effectiveness of tour corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our nominating and governance committee is responsible for overseeing key aspects of our general risk management efforts, including the allocation of risk management functions among the Board and its committees. Our compensation committee is responsible for assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Meetings of the Board Of Directors

The Board met seven times during 2024. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committee(s) on which he or she served that were held during the portion of 2024 for which he or she was a director or committee member.

Nasdaq rules require that the non-management directors of the board meet at regularly scheduled executive sessions, without management present, in order to empower the non-management directors to serve as a more effective check on management. During 2024, our non-management directors met in executive session, without management present, at the end of regularly scheduled board meetings or during scheduled executive session calls. Mr. Cuneo, our Board Chairman, presided over the executive sessions.

Nominating and Governance Committee

Our nominating and governance committee currently consists of three directors, Dr. Errico, Ms. Goldstein, and Ms. Wilber. Dr. Errico is the chairman of the nominating and governance committee.

In the opinion of the Board, the composition of our nominating and governance committee satisfies the applicable independence requirements under, and the functioning of our nominating and governance committee complies with, the applicable requirements of Nasdaq. The Board also believes that eachmember of our nominating and governance committee satisfies the applicable independence requirements of Nasdaq. We will continue to evaluate and will comply with all future requirements applicable to our nominating and governance committee. The nominating and governance committee’s responsibilities include:

The nominating and governance committee believes that candidates for director should have certain minimum qualifications, which are described in our Corporate Governance Guidelines. The nominating and governance committee also takes these minimum qualifications into account in identifying and evaluating director nominees, including nominees validly recommended by stockholders in accordance with applicable law and the provisions of our bylaws. In identifying director nominees, the nominating and governance committee strives for a diverse mix of backgrounds and expertise that enhances the ability of the directors collectively to understand the issues facing us and to fulfill the responsibilities of the Board and its committees. For example, during 2021 and early 2022, the Board and the Committee made a concerted effort to recruit diverse directors to the Board culminating in the appointment of Ms. Goldstein and Ms. Wilber in March 2022.

Compensation Committee

Our compensation committee reviews and determines the compensation of our executive officers. Our compensation committee

currently consists of three directors, Dr. Errico, Mr. Gandolfo and Ms. Goldstein, each of whom is a non-employee

member of the Board as defined in Rule 16b-3 under the Exchange Act. Mr. Gandolfo is the chairman of the compensation committee. The Board is of the opinion that the composition and functioning of our compensation committee satisfies the applicable independence

and other applicable requirements of Nasdaq and SEC rules and regulations. We intend to continue to evaluate and comply with the

requirements applicable to our compensation committee. The principal duties and responsibilities of our compensation committee

include:

• reviewing compensation plans, programs and policies; and

The compensation committee meets regularly in executive session without management present. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his compensation or individual performance objectives. The charter of the compensation committee grants the compensation committee the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it will deem appropriate. In addition, under its charter, the compensation committee has the authority to select, retain and terminate, at our expense, advice and assistance from any consultants, independent legal counsel or other advisors.

The compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the compensation committee by the Chief Executive Officer with respect to individual employee performance. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the compensation committee with input from other independent Board members, which recommends to the Board any adjustments to his compensation as well as awards to be granted as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director share ownership information, stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of a compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant, or otherwise considered by the Committee, to be comparable to us. During the year ended December 31, 2024 and 2023, the compensation committee in its discretion did not engage a compensation consultant.

Audit Committee

Our audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our audit committee currently consists of three directors, Mr. Gandolfo, Mr. Patton and Ms. Wilber. Mr. Patton is the chairman of the audit committee, and it is the opinion of the Board that Mr. Gandolfo and Mr. Patton are each an “audit committee financial expert” as defined by SEC rules and regulations. The Board has determined that each of the members of our audit committee is independent under Nasdaq listing rules and under Rule 10A-3 under the Exchange Act. We intend to continue to evaluate and comply with the requirements applicable to the audit committee. The principal duties and responsibilities of our audit committee include:

• reviewing and approving certain related party transactions; and

Information Regarding Committees of the Board of Directors

The Board has three committees: an audit committee, a compensation committee and a nominating and governance committee. The following table provides membership and meeting information for 2024 for each of the Board committees.

Name Audit Committee Compensation Committee Nominating and Governance Committee

Thomas J. Errico, M.D. X X *

John P. Gandolfo X X *

Julie Goldstein X X

Thomas M. Patton X *

Charles S. Theofilos, M.D. (1) X X

Patricia Wilber X X

*Committee Chair

(1) Dr. Theofilos resigned from the Board on February 24, 2025.

Director Nominating Procedures

The Nominating and Governance Committee assists our Board in identifying director nominees consistent with criteria established by our Board. Although the Nominating and Governance Committee does not currently have a specific policy with regard to consideration of director candidates validly recommended by stockholders, the Board and the Nominating and Governance Committee believe that the Nominating and Governance Committee generally would provide valid recommendations for the same consideration as other candidates. Any recommendation submitted by a stockholder to the Nominating and Governance Committee should include information relating to each of the qualifications outlined below concerning the potential candidate along with the other information required by the rules of the SEC, our Bylaws for stockholder nominations, and the Corporate Governance Guidelines available on our website.

Generally, nominees for director are identified and suggested to the Nominating and Governance Committee by our current directors or management using their business networks and evaluation criteria they deem important, which may or may not include diversity. While we do not have a specific policy regarding diversity and have not established minimum experience or diversity qualifications for director candidates, when considering the nomination of directors, the Nominating and Governance Committee does generally consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. We do not impose any term limits on our directors.

Effective

as of November 13, 2024, the Board approved and adopted our second amended and

restated bylaws, which amend certain of

the provisions of Article III, Sections 5(B)(1), (B)(4), (B)(5), (F), and (G).

Among other things, the amendments (i) address provisions

of the universal proxy rules adopted by the SEC, by clarifying that to comply

with such rules, stockholders who intend to solicit

proxies in support of a director nominee other than the Board’s nominees must

provide a notice to us that sets forth the information

required by Rule 14a-19 under the Exchange Act, including with respect to

applicable notice and solicitation requirements,

and that we shall disregard any proxies or votes solicited for such

stockholder’s nominee(s) by any such stockholder who

fails to comply with Rule 14a-19; (ii) specify the process and disclosure

requirements for a stockholder submitting notice of a director

nomination with respect to, among other things, (x) the dates of first contact

between the proposed director and the stockholder

nominee; (y) known financial supporters of the proposed director; and (z) a

form of questionnaire and form of nominee's representation

and agreement that must be delivered to us and requiring that such items,

completed by the nominee, be delivered to us along

with such notice of a director nomination; and (iii) require that a stockholder

directly or indirectly soliciting proxies from other stockholders

use a proxy card color other than white.

The

foregoing summary is qualified in its entirety by reference to the text of the

second amended and restated bylaws filed as Exhibit 3.1

to our Quarterly Report on Form 10-Q for the period ended September 30, 2024,

as filed with the SEC on November 13, 2024.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to it and written representations that no other reports were required, during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.

Code Of Business Conduct And Ethics For Employees, Executive Officers And Directors

We have adopted a Code of Business Conduct and Ethics, (the “Code of Conduct”) applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at www.electrocore.com, under the “Corporate Governance” tab of the “Investors” section. The audit committee of the Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website. A copy of the Code of Conduct may be provided to any person without charge upon written request to: electroCore, Inc., Attn: Corporate Secretary, 200 Forge Way, Suite 205, Rockaway, NJ 07866.

Item 11. Executive Compensation

Named Executive Officers Summary Compensation Table

The Company is currently subject to the scaled reporting rules of the SEC applicable to smaller reporting companies. The following section and notes describe, under such scaled reporting rules,information for the fiscal years ended December 31, 2024 and 2023, concerning the compensation awarded to, earned by or paid to: (i) our principal executive officer during the fiscal year ended December 31, 2024, and (ii) the most highly compensated executive officer, other than the principal executive officer, during the fiscal year ended December 31, 2024 (collectively, the “NEOs”). Our only executive officers are our Chief Executive Officer (the “CEO”) and our Chief Financial Officer.

Summary Compensation Table

Bonuses in this column represent discretionary cash bonuses approved by the Board and/or compensation committee of the Board for 2024 or 2023, as applicable.

Includes the value of stock options determined using the grant date fair value computed in accordance with FASB ASC 718. See Note 11 to the consolidated financial statements of the Company for the fiscal year ended December 31, 2024 in this Form 10-K for additional description of the assumptions used in the valuation. Amounts in this column do not reflect the actual economic value that may be realized by the applicable NEO.

On April 17, 2023, Mr. Goldberger voluntarily relinquished the Option Awards granted to him on October 1, 2019, January 25, 2021, and January 17, 2022. On August 9, 2024, Mr. Lev voluntarily relinquished the Option Awards granted to him on February 3, 2020. On August 14, 2024, Mr. Posner voluntarily relinquished the Option Awards granted to him on March 11, 2019, June 12, 2020, and January 18, 2021.

These amounts consist of payments of health care premiums, contributions to health savings accounts, and employer 401(k) contributions.

Executive Compensation Philosophy

We review compensation annually for all employees, including our NEOs. Our compensation philosophy is centered around two key tenets: (1) building long-term value for our stockholders, and (2) driving employee engagement. To that end, our executive compensation program is grounded in the following principles:

The Decision-Making Process

In establishing NEO compensation (base salaries, bonuses and annual equity incentive awards), we consider the following:

• the relative importance of each NEO’s role and responsibilities;

• how the NEO has performed relative to these roles and responsibilities;

• overall company performance; and

Our compensation committee is responsible for the review and approval of compensation for all executive officers other than the CEO. Our compensation committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO.

For the CEO, the compensation committee reviews and recommends to the Board for approval annual compensation elements, including bonus targets and associated performance goals. Based on those discussions and after receiving recommendations from the compensation committee, the Board, in its discretion and without members of management participating, ultimately sets compensation for the CEO.

Clawback Policy

We recently adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K. The policy generally provides that we will seek to recover any incentive-based compensation erroneously awarded to any current or former executive officer due to material noncompliance with any financial reporting requirement under the securities laws during the three completed fiscal years immediately preceding the date we determine that an accounting restatement is required.

Annual Base Salary

For 2023, Mr. Goldberger received a base salary of $601,018 per annum, which was increased to $631,071 for 2024 and $669,000 for 2025.

For 2024, Mr. Lev received a base salary of $408,165. Effective as of October 4, 2024, Mr. Lev receives a base salary of $415,000 per annum.

For 2023, Mr. Posner received a base salary of $415,000 per annum, which was increased to $435,750 for 2024.

Annual Bonus

We offer our NEOs the opportunity to earn annual discretionary cash bonuses, as determined by the Board or the compensation committee annually at their discretion. The CEO makes recommendations to the compensation committee regarding annual bonus payouts for the executive officers including our other NEOs and the CEO’s other direct reports. With respect to the CEO’s bonus, the compensation committee makes a recommendation to the Board, both of which act without the participation of management including the CEO as to his own salary, bonus, and equity incentive decisions.

For 2024, annual bonuses were based on such factors as the Board and the compensation committee deemed appropriate, including peer group data considered appropriate by the compensation committee and a variety of individual and company priorities, objectives and achievements relating to 2024, as well as the individual NEOs’ performance as it related to their areas of responsibility.

Long-Term Incentives

Our equity-based incentive awards are designed to align our interests with those of our employees and consultants, including our executive officers. Our compensation committee is responsible for approving equity grants for executive officers other than the CEO. As noted above, CEO equity awards are recommended by the compensation committee for approval by the Board. Our executives generally are awarded an initial new hire grant upon commencement of employment.

Following the IPO, all employee equity awards have been granted pursuant to the 2018 Omnibus Incentive Compensation Plan. All options are granted with a per share exercise price equal to no less than the closing price of the common stock on the Nasdaq Stock Market on or immediately prior to the date of grant. Our equity grants to employees generally vest over a three- or four-year period.

Equity Compensation

We generally have granted equity awards to our employees, including our NEOs, as the long-term incentive component of our compensation program.

On October 1, 2019, Mr. Goldberger received an initial grant of 50,955 options to purchase shares of common stock, at an exercise price of $27.90 per share. One-fourth of the options vest on each of the first four anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates.

On January 25, 2021, Mr. Goldberger received an incentive award of 18,000 options to purchase shares of common stock, at an exercise price of $39.90 per share. One-fourth of the options vest on each of the first four anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates.

On January 17, 2022, Mr. Goldberger received an incentive award of 16,666 options to purchase shares of common stock, at an exercise price of $11.55 per share. One-third of the options vest on each of the first three anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates.

On April 17, 2023, Mr. Goldberger voluntarily relinquished the foregoing incentive awards granted on October 1, 2019, January 25, 2021 and January 17, 2022.

On August 4, 2023, Mr. Goldberger received an incentive award of 50,000 restricted stock units.One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On January 16, 2024, Mr. Goldberger received an incentive award of 75,000 restricted stock units.One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On January 18, 2025, Mr. Goldberger received an incentive award of 40,000 restricted stock units. One-third of the underlying shares

of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Goldberger’s continued

employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of

vesting upon a double-trigger change in control as defined in our Executive Severance Policy

On January 18, 2021, Mr. Posner received an incentive award of 16,666 options to purchase shares of common stock, at an exercise price of $26.55 per share. One-fourth of the options vest on each of the first four anniversaries of the grant date, subject to Mr. Posner’s continued employment with us through the applicable vesting dates, and which options are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On January 14, 2022, Mr. Posner received an incentive award of 6,666 options to purchase shares of common stock, at an exercise price of $11.55 per share. One-third of the option vests on each of the first three anniversaries of the grant date, subject to Mr. Posner’s continued employment with us through the applicable vesting dates, and which options are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On July 31, 2023, Mr. Posner received an incentive award of 20,000 options to purchase shares of common stock, at an exercise price of $4.50 per share. One-third of the option vests on each of the first three anniversaries of the grant date, subject to Mr. Posner’s continued employment with us through the applicable vesting dates, and which options are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On August 14, 2024, Mr. Posner voluntarily relinquished the Option Awards granted to him on March 11, 2019, June 12, 2020, and January 18, 2021.

On January 16, 2024, Mr. Posner received an incentive award of 16,000 restricted stock units.One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Posner’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On January 12, 2024, Mr. Lev received an incentive award of 16,000 restricted stock units. One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Lev’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

On August 9, 2024, Mr. Lev voluntarily relinquished the Option Awards granted to him on February 3, 2020.

On January 15, 2025, Mr. Lev received an incentive award of 10,000 restricted stock units. One-third of the underlying shares of

common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Lev’s continued

employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of

vesting upon a double-trigger change in control as defined in our Executive Severance Policy.

Other Compensation and Benefits

Our NEOs are eligible to participate in our employee benefit plans and programs, including medical and dental benefits and flexible spending accounts, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We also sponsor a 401(k) defined contribution plan in which NEOs may participate, subject to limits imposed by the Internal Revenue Code, to the same extent as its other full-time employees.

Retirement Policy

Our voluntary retirement policy provides eligible employees a one-time lump cash payment equal to one week of pay for each year of service to us as well as other benefits including potential acceleration of stock-based compensation. To be eligible for our retirement policy, an employee must attain a minimum age of 60 years old and eight minimum years of continuous service to our company.

Employment Agreements

Our current executive officers are not party to employment agreements with a fixed term. They are employed on an at-will basis, subject to the terms of (i) their respective employment offer letters, and (ii) the Executive Severance Policy described below.

Daniel S. Goldberger

Pursuant to his employment offer letter (the “Goldberger Agreement”), Mr. Goldberger was paid an annual base salary of $631,071 for 2024, which was increased to $669,000 for 2025. In addition, Mr. Goldberger is entitled to receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus, payable at the discretion of the Board. In January 2025, on the recommendation of the compensation committee, Mr. Goldberger’s target discretionary bonus opportunity for 2024 was adjusted to be up to 70% target of his base salary with an additional 5% increase to be based upon the corporation achieving cash flow breakeven in the second half of 2025. Pursuant to the Goldberger Agreement, Mr. Goldberger is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our policies in effect from time to time.

Brian M. Posner

Pursuant to his employment offer letter (the “Posner Agreement”), Mr. Posner was paid an annual base salary of $ $415,000 in 2023, which was increased to $435,750 in 2024. In addition, Mr. Posner is entitled to receive, subject to employment us on the applicable date of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or the compensation committee. Pursuant to the Posner Agreement, Mr. Posner is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our policies in effect from time to time.

On October 4, 2024, Mr. Posner entered into an agreement with the Company pursuant to which Mr. Posner will provide financial and

accounting consulting services to the Company on an hourly basis for 12 months after the effective date of his retirement, subject to

potential extension upon mutual agreement.

Joshua S. Lev

Pursuant to his amended employment offer letter (the “Lev Agreement”), effective October 4, 2024, Mr. Lev will be paid an annual

base salary of $ $415,000. In addition, Mr. Lev is entitled to receive, subject to employment on the applicable date of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or the compensation

committee. Pursuant to the Lev Agreement, Mr. Lev is also eligible to receive healthcare benefits as may be provided from time to

time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our

policies in effect from time to time

Outstanding Equity Awards at the End of 2024

The following table provides information about outstanding options, units and stock awards issued by us that were held by each of our NEOs as of December 31, 2024. None of our NEOs held any other equity awards from the Company as of December 31, 2024.

Option Awards Stock Awards

- - - - - - - -

(1) Value in this column is based on the closing price of our common stock on Nasdaq on the last business day of fiscal 2024 ($16.21).

(2) Mr. Posner resigned as Chief Financial Officer of the Company, effective October 4, 2024. Effective October 4, 2024, Mr. Lev replaced Mr. Posner as the Company's Chief Financial Officer.

Equity

Compensation Policy

While

we do not have a formal written policy in place with regard to the timing of

certain equity awards in relation to the disclosure of material nonpublic

information, our Board and the Compensation Committee do not seek to time

equity grants to take advantage of information, either positive or negative,

about our company that has not been publicly disclosed. It has been our

practice generally to grant initial equity awards to our officers and

non-employee directors in connection with their hiring or appointment to the

Board, as applicable. We generally intend to issue equity awards to our

officers at approximately the same time each year, typically in close proximity

to the first regularly scheduled meeting of our Compensation Committee each

fiscal year. In addition, non-employee directors receive automatic grants of

initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of

our stockholders, respectively, pursuant to our Non-Employee Director Compensation

Policy, as further described under “Item 11. Executive Compensation – Director

Compensation.” Option grants generally are effective on the date the award

determination is made by the Compensation Committee or the Board, as the case

may be, and the exercise price of options is typically based upon the Fair

Market Value of our common stock as defined in our 2018 Omnibus Equity

Incentive Plan (the “2018 Plan”).

For

additional information, see our Non-Employee Director Compensation Policy,

which is included as an exhibit to our Registration Statement on Form S-1,

filed with the SEC on August 23, 2023. See also the 2018 Plan, which is

included as an exhibit to our Quarterly Report on Form 10-Q for the period

ended March 31, 2023, filed with the SEC on May 3, 2023.

During

the fiscal year ended December 31, 2024, we did not award any equity awards to

a named executive officer in the period beginning four business days before the

filing of a periodic report on Form 10-Q or Form 10-K, or the filing or

furnishing of a current report on Form 8-K that discloses material nonpublic

information, and ending one business day after the filing or furnishing of such

report.

Potential Payments upon Termination or Change in Control

Under our Executive Severance Policy, if we terminate an eligible member of our senior management team without “cause” or if the executive resigns for “good reason” (as those terms are defined below), we will provide the following severance benefits: (i) severance payment in an amount equal to six months of base salary (or one year of base salary and target bonus in the case of our Chief Executive Officer)payable in equal installments over the six-month or one-year period, as applicable, (ii) the accrued but unpaid annual incentive bonus, if any, for the year ended prior to the executive’s termination of employment payable at the same time such annual bonuses for such year to other members of the senior management team, (iii) an annual incentive bonus, if any, for the year in which the executive’s termination of employment occurred based on actual performance and pro-rated for the period of employment during such year through the executive’s termination of employment; provided that no such pro-rated bonus shall be payable unless the period of employment during such year exceeds six months and which will be payable at the same time annual incentive bonuses for such year are paid to other members of the senior management team, and (iv) reimbursement of COBRA premiums for group health continuation coverage paid by the terminated executive for the duration of the “severance period” (as defined below). If the termination without cause or resignation for good reason occurs within two years after a “change in control” we will provide the following severance benefits in lieu of the benefits provided in the previous sentence: (i) a lump sum severance payment in an amount equal to one year of base salary (or one and one-half (1.5) years of the sum of base salary and target bonus in the case of our Chief Executive Officer), and (ii) reimbursement of COBRA premiums for group health continuation coverage paid by the terminated executive for the duration of the severance period, and (iii) acceleration of vesting for all outstanding equity compensation and an extension of the period of time to exercise outstanding stock options and stock appreciation rights until the earlier of 150 days following the executive’s termination of employment or the original expiration date for such options or stock appreciation rights.

For purposes of the Executive Severance Policy, “cause” means any of the following: (a) the executive’s willful failure to fulfill, in any material respect, his or her duties and responsibilities to us (other than by reason of death, illness or disability); (b) the executive’s willful misconduct, gross negligence or willful acts of personal dishonesty in the performance of his or her duties to us that directly, materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; (c) the conviction of, or plea of nolo contendere by, the executive to, a felony or a crime involving moral turpitude that materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; (d) the executive’s commission of fraud or embezzlement against us; (e) the executive’s willful or intentional violation of any lawful policy that directly, materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; or (f) the executive’s breach of the terms of any confidentiality and assignment agreement, which contains restrictive covenants in favor of us.

For purposes of the Executive Severance Policy “good reason” means any of the following (a) any material reduction in the executives base annual compensation prior to a “change in control”; provided, however, that a reduction in the executives base annual compensation will not constitute “good reason” if we reduce the annual base compensation of all participants in the Executive Severance Policy on a substantially equivalent basis; (b) any material reduction in the executive’s base annual compensation during the period commencing on or after a “change in control” and ending on the second anniversary of a “change in control”; (c) any material diminution in the executive’s authority, duties, offices, title or responsibilities; or (d) a transfer of executive’s principal place of employment to a location that is more than 30 miles from the executive’s then current principal place of employment.

For purposes of the Executive Severance Policy, “severance period” means the number of months set forth in the table below based on the executive’s employment position at the time of his involuntary termination of employment that results in the executive’s termination for “good reason”:

Severance Period

CEO: 12 months 18 months

All Other Participants: 6 months 12 months

In connection with the appointment of Mr. Posner as Chief Financial Officer effective April 2019, we agreed to increase (i) the severance period for Mr. Posner under the Executive Severance Policy from six months to 12 months, and (ii) the Severance Multiple (as defined in the Executive Severance Policy) payable to Mr. Posner from 0.5 to 1.0.

In connection with the appointment of Mr. Lev as Chief Financial Officer effective October 2024, we agreed to increase (i) the

severance period for Mr. Lev under the Executive Severance Policy from six months to 12 months, and (ii) the Severance Multiple (as

defined in the Executive Severance Policy) payable to Mr. Lev from 0.5 to 1.0.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows information regarding our equity compensation plans as of December 31, 2024.

Equity compensation plans not approved by security holders - - -

In accordance with the terms of the 2018 Plan, effective January 1, 2025, the Board increased the number of shares available for issuance under the 2018 Plan by 430,523 shares of common stock, which was an amount equal to approximately 4% of the shares of common stock outstanding on a fully diluted basis as of December 31, 2024.

Director Compensation

Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

Annual Director Cash Compensation

We pay each of our non-employee directors a cash retainer for service on the Board.

Effective October 1, 2023, the retainers payable to non-employee directors for service on the Board and for service on each standing committee of the Board on which the director is a member became as follows:

Annual Board Service Retainer

All non-employee directors (other than the Chairman of the Board) $ 50,000

Non-executive Chairman of the Board $ 80,000

Annual Committee Chair Service Retainer

Chair of the Audit Committee $ 20,000

Chair of the Compensation Committee $ 15,000

Chair of the Nominating & Governance Committee $ 10,000

Annual Committee Member Retainer (other than Committee Chair)

Compensation Committee $ 7,500

Nominating and Governance Committee $ 5,000

These retainers are payable in quarterly installments on the 15th day of the second month of each calendar quarter, provided that no payment will be made to any director who is no longer serving as a non-employee member of the Board on the relevant payment date.

Each member of the Board is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which he or she serves.

Annual Director Equity Compensation

All non-employee director equity compensation set forth below is granted under the 2018 Plan. All stock options granted under this plan and the Non-Employee Director Compensation Policy are nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the 2018 Plan) of the underlying shares of common stock on the date of grant, and a term of 10 years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the 2018 Plan).

Initial Equity Grant

Under the Non-Employee Director Compensation Policy each new non-employee director receives an inaugural equity grant valued at $150,000. The inaugural grants vest in equal monthly increments over a three-year period from the grant date (subject to earlier vesting in the case of a change of control as defined in the 2018 Plan). Dr. Theofilos received an initial equity award under the Non-Employee Director Compensation Policy in January 2024.

Annual Equity Grant

On August 4, 2023, the date of our annual meeting of stockholders, the Board approved annual equity awards valued at $140,000 to the Chairman of the Board, and $100,000 to each of the other five continuing non-employee directors. All such annual awards vest in 12 equal monthly installments on the next annual meeting of stockholders, subject to earlier vesting in the case of a change of control (as defined in the 2018 Plan).

Summary Compensation Table

The following table shows certain information with respect to the compensation of all our non-employee directors for the fiscal year ended December 31, 2024.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the beneficial ownership of our shares of common stock as of March 6, 2025 for:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of its shares of common stock;

each of our named executive officers;

each of our directors; and

all of our current executive officers and directors as a group.

The percentage ownership information is based upon 7,193,092 of common stock outstanding as of March 6, 2025. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options, restricted and deferred stock units, restricted stock awards or warrants that were outstanding on March 6, 2025, and which are exercisable on or before May 5, 2025, which is 60 days after March 6, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options, restricted and deferred stock units, restricted stock awards or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o electroCore, Inc., 200 Forge Way, Suite 205, Rockaway, NJ 07866.

Principal Stockholders:

Named Executive Officers and Directors:

Directors and named executive officers as a group (9 persons) 984,602 12.8 %

*Denotes less than one percent.

5. Represents 2,266 shares of common stock and 55,348 deferred stock units.

10. Represents 13,333 options to purchase shares of common stock.

11. Represents 35,342 shares of common stock and 13,426 restricted stock units.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Independence Of The Board Of Directors

The common stock is listed on the Nasdaq Capital Market. Under Nasdaq rules, independent directors must comprise a majority of our board of directors. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the Board has determined that each of our directors other than Daniel S. Goldberger, our CEO, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, the Board has reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and its management, including the beneficial ownership of Company capital stock by each non-employee director, any relevant family relationships, and transactions involving directors, including those described in the section entitled “Certain Related Party Transactions.”

Related-Person Transactions Policy And Procedures

We have adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners of 5% or more of any class of our voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.

Under the policy, related person transactions with the scope of the policy must be reviewed and approved by our audit committee.

In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances including, but not limited to:

• the related person's interest in the related person transaction;

• whether the transaction was undertaken in the ordinary course of business;

• the purpose of, and the potential benefits to us of, the transaction; and