SEC Comment Letter 0000000000-25-001175 to electroCore, Inc. (ECOR)
electroCore, Inc.
Date: Feb. 4, 2025 · CIK: 0001560258 · Accession: 0000000000-25-001175
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-262223, 333-284477
Letter
February 4, 2025 Joshua S. Lev Chief Financial Officer electroCore, Inc. 200 Forge Way, Suite 205 Rockaway, New Jersey 07866 Re:electroCore, Inc. Registration Statement on Form S-3 filed January 24, 2025 Filed January 24, 2025 File No. 333-284477 Dear Joshua S. Lev: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 this letter, we may have additional comments. Registration Statement on Form S-3 filed January 24, 2025 About the Company Business Overview, page 4 1.We note your disclosure that on December 17, 2024, you entered into a definitive agreement to acquire NeuroMetrix, Inc. Please revise the Registration Statement to include financial statements of NeuroMetrix pursuant to Rule 3-05 of Regulation S-X and the related pro forma statements pursuant to Article 11 of Regulation S-X or provide us your analysis of why such information is not required. Item 16. Exhibits Exhibit No. 5.1, page II-4 Please include a legal opinion regarding the $20,000,000 of common stock that may be issued and sold under the At the Market Offering Agreement prospectus pursuant 2.
February 4, 2025 Page 2 to the current Registration Statement on Form S-3 filed January 24, 2025 (File No. 333-284477). In this regard, we note that the legal opinion included as exhibit 5.1 to the Current Report on Form 8-K filed November 29, 2024 and incorporated by reference into the current Registration Statement is with reference to the prior Registration Statement on Form S-3 (File No. 333-262223), originally filed on January 18, 2022. 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 Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Ira L. Kotel, Esq.
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February 4, 2025
Joshua S. Lev
Chief Financial Officer
electroCore, Inc.
200 Forge Way, Suite 205
Rockaway, New Jersey 07866
Re:electroCore, Inc.
Registration Statement on Form S-3 filed January 24, 2025
Filed January 24, 2025
File No. 333-284477
Dear Joshua S. Lev:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed January 24, 2025
About the Company
Business Overview, page 4
1.We note your disclosure that on December 17, 2024, you entered into a definitive
agreement to acquire NeuroMetrix, Inc. Please revise the Registration Statement to
include financial statements of NeuroMetrix pursuant to Rule 3-05 of Regulation S-X
and the related pro forma statements pursuant to Article 11 of Regulation S-X or
provide us your analysis of why such information is not required.
Item 16. Exhibits
Exhibit No. 5.1, page II-4
Please include a legal opinion regarding the $20,000,000 of common stock that may
be issued and sold under the At the Market Offering Agreement prospectus pursuant 2.
February 4, 2025
Page 2
to the current Registration Statement on Form S-3 filed January 24, 2025 (File No.
333-284477). In this regard, we note that the legal opinion included as exhibit 5.1 to
the Current Report on Form 8-K filed November 29, 2024 and incorporated by
reference into the current Registration Statement is with reference to the prior
Registration Statement on Form S-3 (File No. 333-262223), originally filed on
January 18, 2022.
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 Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ira L. Kotel, Esq.