SecProbe.io

CORRESP
 1
 filename1.htm

 Dentons
 US LLP
 1221
 Avenue of the Americas
 New
 York, NY 10020-1089
 United
 States

 dentons.com

 July
18, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, NE

 Washington,
DC 20549

 Attention:
 Conlon Danberg

 Lauren
Nguyen

 Re:
 electroCore,
 Inc.
 Registration
 Statement on Form S-3
 Filed
 January 24, 2025
 File
 No. 333-284477

 Ladies
and Gentlemen:

 By
your letter dated February 4, 2025 (the " SEC Letter "), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the " Staff ") provided comments to the Registration Statement on Form S-3 (the " Registration
Statement "), filed with the Staff on January 24, 2025, by our client, electroCore, Inc. (the " Company ").
This letter sets forth our response with respect to the comments contained in the SEC Letter.

 Concurrently
herewith, the Company is filing Amendment No. 2 to the Registration Statement (" Amendment No. 2 ") via the EDGAR system.
Amendment No. 2 reflects the response of the Company to the Staff's comments as set forth in the SEC Letter.

 The
Company has asked us to convey the following as its responses to the Staff.

 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.

 Response :
 The Company respectfully advises the Staff that, as disclosed in its Current Report on Form 8-K filed on July 16, 2025,
 in consultation with the Office of Chief Accountant of the Division of Corporation Finance, that the filing by Company
 of (i) the historical audited financial statements of the NeuroMetrix, Inc. ("NURO") business acquired by the Company,
 and (ii) the related pro forma financial statements of the Company, is not required by Regulation 3-05 of Regulation S-X, and Article
 11 of Regulation S-X, because NURO is not a "significant subsidiary" of the Company as defined in paragraph 210.1-02(w)
 of Regulation S-X.

 July
 18,
 2025
 Page
 2
 dentons.com

 Item
16. Exhibits

 Exhibit
No. 5.1, page II-4

 2.

 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 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.

 Response :
 The Company respectfully advises the Staff that it has included 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 to the current Registration Statement on Form
 S-3 filed January 24, 2025 (File No.333-284477).

 If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (973) 912-7177 or via
email at ira.kotel@dentons.com.

 Very
 truly yours,

 /s/
 Ira L. Kotel

 Ira L. Kotel

 cc:
Joshua S. Lev, Chief Financial Officer of electroCore, Inc.