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Item 1.01 |
Entry Into a Material Definitive Agreement.
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The information set forth in Item 3.02 of this Current Report on
Form 8-K is incorporated
into this Item 1.01 by reference.
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Item 2.02. |
Results of Operations and Financial
Condition.
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On April 17, 2020, electroCore, Inc. (the “Company”) issued a
press release providing a business update, including select
preliminary unaudited financial and revenue guidance for the first
quarter of 2020. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on
Form 8-K and Exhibit 99.1 attached hereto shall
not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that
section or Sections 11 and 12(a)(2) of the Securities Act. The
information contained in this Item 2.02 and in the press
release attached as Exhibits 99.1, to this Current
Report shall not be incorporated by reference into any filing with
the SEC made by the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing.
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Item 3.02. |
Unregistered Sales of Equity Securities.
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On April 14, 2020, the Company entered into a Securities
Purchase Agreement (the “Agreement”) with certain accredited
investors named in the Agreement (collectively, the
“Purchasers”) pursuant to which the Company agreed to sell
an aggregate of 2,058,822 shares of the Company’s common stock, par
value $0.001 per share, to the Purchasers at a purchase price (the
“Purchase Price”) of $0.85 per share (the “Private
Placement”) for aggregate proceeds to the Company of
approximately $1.75 million. The Purchase Price was at a
premium to the official closing price of $0.8151 per share of
common stock on April 14, 2020 as reported by the Nasdaq Global
Select Market. Each of the Purchasers was an affiliate and/or
existing shareholder of the Company, including select members of
the Company’s board of directors. The Agreement contained customary
representations, warranties and covenants of the Company and the
Purchasers, and the closing of the Private Placement is subject to
customary closing conditions. In addition, the Purchasers were
granted registration rights as further described in the
Agreement.
The representations, warranties, and covenants in the Agreement
were made solely for purposes of the Agreement and as of a specific
date, are solely for the benefit of the parties to the Agreement
and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to security
holders generally. Security holders should not rely on the
representations, warranties, and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Agreement, which subsequent information may
or may not be fully reflected in the Company’s public
disclosures.
The foregoing description of the Agreement is merely a summary and
is qualified in its entirety by reference to the form of Securities
Purchase Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K and is
incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits(d)
Exhibits.
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