SecProbe.io

August 6, 2019
Francis R. Amato
Chief Executive Officer
electroCore, Inc.
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
Re:electroCore, Inc.
Registration Statement on Form S-3
Filed July 15, 2019
File No. 333-232655
Dear Mr. Amato:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3 filed July 15, 2019
Choice of Forum, page 22
1.We note that your disclosure regarding your forum selection provision identifies the Court
of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any "derivative action."  The exclusive forum provision in your certificate of
incorporation, however, appears to include a subject matter jurisdiction carve out.  Please
revise so that your disclosure in your prospectus is consistent with the provision in your
certificate of incorporation.  Also, please disclose whether this provision applies to actions
arising under Exchange Act.  In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits

 FirstName LastNameFrancis R. Amato
 Comapany NameelectroCore, Inc.
 August 6, 2019 Page 2
 FirstName LastName
Francis R. Amato
electroCore, Inc.
August 6, 2019
Page 2
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  With regard to your disclosure about Securities Act claims, please
revise your prospectus to disclose that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso, Branch Chief, at
(202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       John L. Cleary, II, Esq.