SEC Comment Letter for electroCore, Inc. (ECOR) (CIK 0001560258) (ECOR) — Aug 27, 2019
electroCore, Inc. (ECOR) (CIK 0001560258)
Date: Aug. 27, 2019 · CIK: 0001560258 · Accession: 0000000000-19-012884
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-232655
Letter
August 27, 2019 Francis R. Amato Chief Executive Officer electroCore, Inc. 150 Allen Road, Suite 201 Basking Ridge, New Jersey 07920 Re:electroCore, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed August 16, 2019 File No. 333-232655 Dear Mr. Amato: We have limited our review of your amended registration statement to those issues we have addressed in our comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-3 filed August 16, 2019 Description of Debt Securities, page 7 1.Please disclose in your prospectus the waiver of the right to trial by jury, and address related risks and any uncertainty about enforceability. If the provision extends to federal securities law claims, state that investors cannot waive compliance with the federal securities laws and rules and regulations promulgated thereunder. If the provision does not apply to claims under the federal securities laws, your prospectus disclosure and the provision in the applicable exhibits should state clearly that it does not apply to claims under the federal securities laws.
FirstName LastNameFrancis R. Amato Comapany NameelectroCore, Inc. August 27, 2019 Page 2 FirstName LastName Francis R. Amato electroCore, Inc. August 27, 2019 Page 2 Item 16. Exhibits, page II-2 2.We note your reference to the previously filed exhibit 23.1. Please file an updated consent.
Item 17. Undertakings, page II-3 3.Provide the undertakings required by Regulation S-K Item 512(a)(5)(i) and 512(h). 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.
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August 27, 2019
Francis R. Amato
Chief Executive Officer
electroCore, Inc.
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
Re:electroCore, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed August 16, 2019
File No. 333-232655
Dear Mr. Amato:
We have limited our review of your amended registration statement to those issues we
have addressed in our comments. In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3 filed August 16, 2019
Description of Debt Securities, page 7
1.Please disclose in your prospectus the waiver of the right to trial by jury, and address
related risks and any uncertainty about enforceability. If the provision extends to federal
securities law claims, state that investors cannot waive compliance with the federal
securities laws and rules and regulations promulgated thereunder. If the provision does
not apply to claims under the federal securities laws, your prospectus disclosure and the
provision in the applicable exhibits should state clearly that it does not apply to claims
under the federal securities laws.
FirstName LastNameFrancis R. Amato
Comapany NameelectroCore, Inc.
August 27, 2019 Page 2
FirstName LastName
Francis R. Amato
electroCore, Inc.
August 27, 2019
Page 2
Item 16. Exhibits, page II-2
2.We note your reference to the previously filed exhibit 23.1. Please file an updated
consent.
Item 17. Undertakings, page II-3
3.Provide the undertakings required by Regulation S-K Item 512(a)(5)(i) and 512(h).
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.