SecProbe.io

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 1
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 200
Forge Way, Suite 205

 Rockaway,
NJ 07866

 July
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-0405

 Re:
 electroCore, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-284477

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"),
electroCore, Inc. (the "Registrant") hereby respectfully requests that the Securities and Exchange Commission accelerate
the effective date of the above-referenced Registration Statement to Thursday, July 24, 2025, at 5:00 p.m., Eastern Time, or as soon
as thereafter practicable. In making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities
under the Act.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Ira Kotel, Dentons US LLP, outside counsel
to the Registrant, at (212) 398-5787.

 Very
 truly yours,

 /s/
 Joshua S. Lev

 Joshua
 S. Lev
 Chief Financial Officer

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 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.

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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July 18, 2024

Via EDGAR and E-mail

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720

    Re:
    electroCore, Inc.

    Registration Statement on Form S-1

    File No. 333-280742

    Acceleration Request

    Requested Date: July 22, 2024

    Requested Time: 9:00 A.M. Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, electroCore, Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form S-1 (Registration No. 333-280742) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dentons
US LLP, by calling Ira L. Kotel at (212) 398-5787.

* * * *

    Sincerely,

    electroCore, Inc.

    /s/ Brian M. Posner

    Brian M. Posner

    Cc:
    Ira L. Kotel, Dentons US LLP

    Cameron Low, Dentons US LLP

July 17, 2024
Daniel Goldberger
Chief Executive Officer
electroCore, Inc.
200 Forge Way, Suite 205
Rockaway, NJ 07866
Re:electroCore, Inc.
Registration Statement on Form S-1
Filed July 10, 2024
File No. 333-280742
Dear Daniel Goldberger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Nicholas O'Leary at 202-551-4451 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ira Kotel, Esq.

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August 29, 2023

Via EDGAR and E-mail

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720

    Re:
    electroCore, Inc.

    Registration Statement on Form S-1

    File No. 333-274199

    Acceleration Request

    Requested Date: August 31, 2023

    Requested Time: 5:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, electroCore, Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form S-1 (Registration No. 333-274199) (the “Registration Statement”)
be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dentons
US LLP, by calling Ira Kotel at (212) 398-5787.

* * * *

    Sincerely,

    electroCore, Inc.

    /s/ Dan Goldberger

    Dan Goldberger

    cc:
    Brian Posner, Chief Financial Officer, electroCore, Inc.

    Ira L. Kotel, Dentons US LLP

    Cameron Low, Dentons US LLP

United States securities and exchange commission logo
August 29, 2023
Daniel Goldberger
Chief Executive Officer
electroCore, Inc.
200 Forge Way, Suite 205
Rockaway, NJ 07866
Re:electroCore, Inc.
Registration Statement on Form S-1
Filed August 24, 2023
File No. 333-274199
Dear Daniel Goldberger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Ira Kotel

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200 Forge Way, Suite 205

Rockaway, NJ 07866

January 24, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

Re: electroCore, Inc.

Registration Statement on Form S-3

File No. 333-262223

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, electroCore, Inc. (the “Company”) hereby requests the
Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration
Statement and declare such Registration Statement effective as of 4:01 p.m. Eastern Time, on Tuesday, January 25, 2022, or at such later
time as the Company or its counsel, Dentons US LLP, may orally request via telephone call to the staff of the
Commission. The Company also requests that the Commission specifically confirm such effective date and time to confirm that event with our counsel, Dentons US LLP, by calling
Mr. Ira Kotel at (212) 398-5787.

If you have any further comments or require any
further information or if any questions should arise in connection with this submission, please call the undersigned at (973) 302-9253
or Mr. Ira Kotel of Dentons US LLP at (212) 398-5787.

    Very truly yours,

    /s/ Brian Posner

    Brian Posner

Chief Financial Officer

United States securities and exchange commission logo
January 21, 2022
Daniel S. Goldberger
Chief Executive Officer
electroCore, Inc.
200 Forge Way, Suite 205
Rockaway, New Jersey 07866
Re:electroCore, Inc.
Registration Statement on Form S-3
Filed January 18, 2022
Filed No. 333-262223
Dear Mr. Goldberger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ira L. Kotel, Esq.

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 electroCore, Inc.

150 Allen Road, Suite 201

 Basking
Ridge, NJ 07920

 June 2, 2020

 VIA
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0405

 Re: electroCore,
Inc.

 Registration Statement on Form S-3

File No. 333-238721

 Ladies and
Gentlemen:

 Pursuant to Rules 460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
electroCore, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the effective date of the above-referenced Registration Statement and declare such Registration Statement
effective as of 4:30 p.m. Eastern Time, on Tuesday, June 2, 2020, or at such later time as the Company or its counsel, Dentons US LLP, may orally request via telephone call to the staff (the “Staff”) of the Commission. The Company also
requests that the Commission specifically confirm such effective date and time to the Company.

 If you have any further comments or
require any further information or if any questions should arise in connection with this submission, please call the undersigned at (973) 302-9253 or Ira Kotel of Dentons US LLP at (212) 398-5787.

Very truly yours,

 /s/ Brian Posner

 Brian Posner

 Chief Financial
Officer

United States securities and exchange commission logo
June 1, 2020
Brian S. Posner
Chief Financial Officer
electroCore, Inc.
150 Allen Road
Suite 201
Basking Ridge, New Jersey 07920
Re:electroCore, Inc.
Registration Statement on Form S-3
File No. 333-238721
Filed May 27, 2020
Dear Mr. Posner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 September 3, 2019

electroCore, Inc.

 150 Allen Road,
Suite 201

 Basking Ridge, New Jersey 07920

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0405

 Re:
electroCore, Inc.

 Registration Statement on Form S-3

File No. 333-232655

Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, electroCore, Inc. (the “Company”) hereby requests the Securities and Exchange Commission (the “Commission”) to accelerate the
effective date of the above-referenced Registration Statement and declare such Registration Statement effective as of 4:30 p.m. Eastern Time, on Thursday, September 5, 2019, or at such later time as the Company or its counsel, Dentons US LLP,
may orally request via telephone call to the staff (the “Staff”) of the Commission. The Company also requests that the Commission specifically confirm such effective date and time to the Company.

If you have any further comments or require any further information or if any questions should arise in connection with this submission,
please call the undersigned at (973) 302-9253 or Mr. Ira Kotel of Dentons US LLP at (212) 398-5787.

Very truly yours,

/s/ Brian Posner

 Brian Posner

 Chief Financial
Officer

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 Ira L. Kotel

 Partner

 ira.kotel@dentons.com

D     +1 212 398 5787

 Dentons US LLP

1221 Avenue of the Americas

 New York,
NY 10020-1089

 United States

dentons.com

 Ira L. Kotel

 Partner

August 30, 2019

 Tim Buchmiller, Esq.

Russel Mancuso, Esq.

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Electronics and Machinery

 100 F Street, N.E.

 Washington, DC
20549-3010

Re:
 electroCore, Inc.

Registration Statement on Form S-3

Filed July 15, 2019

 File No. 333-232655

 Dear Messrs. Buchmiller and Mancuso:

By your letter dated August 27, 2019 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Staff”) provided comments on Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration Statement”) filed on August 16, 2019 by
our client, electroCore, Inc. (the “Company”). This letter sets forth our response with respect to the comments contained in the SEC Letter. For your convenience, we have reproduced below in italics the Staff’s comments and
have provided the response immediately below each comment.

 Concurrently herewith, we are filing Amendment No. 2 to the Registration Statement (the
“Amendment”) electronically via the EDGAR system. The changes made in the Amendment are in response to the Staff’s comments as set forth in the SEC Letter.

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 waiver 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.

Larraín Rencoret u Hamilton Harrison & Mathews u Mardemootoo Balgobin u HPRP u Zain & Co. u Delany Law u Dinner Martin u Maclay Murray & Spens
u Gallo Barrios Pickmann u Muñoz u
Cardenas & Cardenas u Lopez Velarde u Rodyk
u Boekel u OPF Partners

 United States Securities and

  Exchange
Commission

 August 30, 2019

 Page 2

dentons.com

 Response:

The Company respectfully advises the Staff that it has updated the disclosure on page 13 of the prospectus contained in the Amendment in
response to the Staff’s comment.

 Item 16. Exhibits, page II-2

2.
 We note your reference to the previously filed exhibit 23.1. Please file an updated consent.

 Response:

 An
updated consent is filed as Exhibit 23.1 to the Amendment.

 Item 17. Undertakings, page 11-3

3.
 Provide the undertakings required by Regulation S-K Item
512(a)(5)(i) and 512(h).

 Response:

The Company has updated the undertakings in the Amendment in accordance with the Staff’s comment.

*  *  *

 We hope that the foregoing,
and the revisions set forth in the Amendment, are responsive to the Staff’s comments. If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212)
398-5787 or Nathan Hyman at (973) 912-7183, or by e-mail at ira.kotel@dentons.com or nathan.hyman@dentons.com, respectively.

Very truly yours,

 /s/ Ira. L. Kotel

Ira L. Kotel

Partner

cc:
 Francis R. Amato, electroCore, Inc.

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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Ira L. Kotel

Dentons US LLP

Partner

1221 Avenue of the Americas

New York, NY 10020-1089

ira.kotel@dentons.com

United States

D +1 212 398 5787

 dentons.com

 Ira L.
Kotel

 Partner

 August 16, 2019

Tim Buchmiller, Esq.

Russel Mancuso, Esq.

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Electronics and Machinery

 100 F Street, N.E.

Washington, DC 20549-3010

Re:
 electroCore, Inc.

Registration Statement on Form S-3

Filed July 15, 2019

File No. 333-232655

Dear Messrs. Buchmiller and Mancuso:

 By your letter dated
August 6, 2019 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided a comment on the Registration Statement on Form S-3 (the “Registration Statement”) filed by our client, electroCore, Inc. (the “Company”). This letter sets forth our response with respect to the comment contained in the SEC
Letter. For your convenience, we have reproduced below in italics the Staff’s comment and have provided the response immediately below the comment.

Concurrently herewith, we are filing Amendment No. 1 to the Registration Statement (the “Amendment”) electronically via the EDGAR
system. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with three courtesy copies of the Amendment marked to show changes from the Registration Statement. The changes made in the Amendment are in response to the
Staff’s comment as set forth in the SEC Letter.

 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

 Larraĺn Rencoret u Hamilton Harrison & Mathews u Mardemootoo Balgobin u HPRP u Zain & Co.
u Delany Law u Dinner Martin
u Maclay

 Murray & Spens u Gallo Barrios Pickmann u Muñoz u Cardenas & Cardenas
u Lopez Velarde u Rodyk u Boekel u OPF Partners

United States Securities and
Exchange Commission

dentons.com

August 16, 2019

 Page
 2

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 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.

Response:

 The Company respectfully advises the Staff
that it has updated the disclosure on page 22 of the prospectus contained in the Registration Statement in response to the Staff’s comment.

* * *

United States Securities and
Exchange Commission

dentons.com

August 16, 2019

 Page
 3

 We hope that the foregoing, and the revisions set forth in the Amendment, are responsive to the Staff’s
comment. If you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at (212) 398-5787 or Nathan Hyman at (973)
912-7183, or by e-mail at ira.kotel@dentons.com or nathan.hyman@dentons.com, respectively.

Very truly yours,

/s/ Ira. L. Kotel

Ira L. Kotel

Partner

 Enclosures;

cc:    Francis R. Amato, electroCore, Inc.

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.

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CORRESP

 EXECUTION VERSION

June 19, 2018

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Amanda Ravitz, Assistant Director

Re:
Electrocore, LLC (the “Company”)

Registration Statement on Form S-1

File No. 333-225084

Acceleration Request

Requested Date:     June 21, 2018

Requested Time:    4:00 p.m. Eastern Time

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed initial public offering, we hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on June 21, 2018, or as soon thereafter as
is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities
Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated June 11, 2018, through the date hereof:

Preliminary Prospectus dated June 11, 2018:

902 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and
dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

As Representatives of the several Underwriters

 EVERCORE
GROUP L.L.C.

 By:     /s/ Jordan Webb

Name: Jordan Webb

 Title:
Managing Director

 CANTOR FITZGERALD & CO.

By:     /s/ John
Belle

Name: John Belle

 Title: COO

JMP SECURITIES LLC

 By:     /s/
Sean Cessna

Name: Sean Cessna

 Title:
Managing Director, Head of Healthcare Investment Banking

[Signature Page to Underwriter Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 150 Allen Road, Suite 201

Basking Ridge, New Jersey 07920

 June 19, 2018

 Via
EDGAR

 Amanda Ravitz

 Assistant Director

Office of Electronics and Machinery

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Re:  Electrocore, LLC

       Registration Statement on Form
S-1

        File No. 333-225084

 Acceleration Request

 Requested Date:
June 21, 2018

 Requested Time: 4:00 PM Eastern Time

 Dear Ms. Ravitz:

Electrocore, LLC (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the
effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective at the “Requested Date” and “Requested Time”
set forth above or at such later time as the Company or its counsel, Dentons US LLP, may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”).

 Once the Registration Statement has been declared effective, please orally confirm that event with Ira L.
Kotel of Dentons US LLP, counsel to the Company, at (212) 398-5787.

 The Company hereby
acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, the Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Sincerely,

ELECTROCORE, LLC

 By:

 /s/ Glenn S. Vraniak

 Name: Glenn S. Vraniak

 Title: Chief Financial Officer

cc:
Francis R. Amato, Electrocore, LLC

Joseph P. Errico, Electrocore, LLC

John L. Cleary, II, Esq., Dentons US LLP

Peter N. Handrinos, Esq., Latham & Watkins LLP

Nathan Ajiashvili, Esq., Latham & Watkins LLP

Brian Cascio, U.S. Securities and Exchange Commission

Tim Buchmiller, U.S. Securities and Exchange Commission

Geoff Kruczek, U.S. Securities and Exchange Commission

Kristin Lochhead, U.S. Securities and Exchange Commission

CORRESP
1
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CORRESP

 June 15, 2018

 VIA
EDGAR CORRESPONDENCE

 Amanda Ravitz

 Assistant Director

Office of Electronics and Machinery

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Re:
ElectroCore, LLC.

Amendment No. 2 to Registration Statement on Form S-1

Filed June 11, 2018

File No. 333-225084

 Dear Ms. Ravitz:

On behalf of ElectroCore, LLC (the “Company”), this letter is being transmitted concurrently with a filing with the Securities and Exchange
Commission (the “Commission”) via the EDGAR system of Amendment No. 3 to the above-referenced Registration Statement on Form S-1 (the “Amendment”). The Amendment reflects the
Company’s response to the comment letter dated June 14, 2018 (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the Commission with respect to Amendment No. 2 to the
Registration Statement on Form S-1 filed on June 11, 2018 (the “Registration Statement”).

 In order
to facilitate your review of the Amendment, we have responded, on behalf of the Company, to each of the comments set forth in the Comment Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments in the Comment Letter. Bold face type indicates the Staff’s comments set forth in the Comment Letter. All page references in the Company’s responses are to
the Amendment.

 Corporate Conversion, page 65

1.
Given that the corporate conversion is not intended to be completed before the effectiveness of this registration statement and electroCore, Inc. is not the current registrant or signatory to the filing, please tell
us when electroCore, Inc. and its officers and directors intend to sign the registration statement and how the legality opinion required under exhibit 5.1 of your registration statement will be affected by the timing of the conversion to a Delaware
corporation.

 Amanda Ravitz

 U.S. Securities and Exchange
Commission

 June 15, 2018

  Page
 2

dentons.com

Response: The Company’s conversion from a limited liability company into a Delaware corporation is permitted by, and will be
conducted pursuant to, Section 265 of the Delaware General Corporation Law (the “DGCL”) and Section 18-216 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”). Section 18-216(c) of the Delaware LLC Act confirms that following the Company’s conversion “for all purposes of the laws of the State of Delaware, [the corporation formed upon conversion] shall be
deemed to be the same entity as the converting limited liability company and the conversion shall constitute a continuation of the existence of the limited liability company” as the newly formed corporation. See also DGCL § 265(f) (stating
that both a limited liability company converting into a Delaware corporation and the newly-formed Delaware corporation “shall be deemed to be the same entity” for all purposes under Delaware law). Section 265(e) of the DGCL further
states that the conversion of a Delaware limited liability company to a Delaware corporation will not affect any obligations or liabilities incurred prior to the conversion. See also Delaware LLC Act §
18-216(h).

 Following the conversion, the officers, assets and liabilities of electroCore, Inc.,
the Delaware corporation, will be identical to those of the Delaware limited liability company, ElectroCore, LLC, and the directors of the corporation will be the same as those of the LLC except for such changes as are disclosed in the Registration
Statement with respect to the expected resignation of two directors and the addition of three new independent directors who have consented to being named in the Registration Statement. As a result, the signatures of the Company and each of the
Company’s officers and directors in the initial registration statement filed on May 21, 2018 and each amendment thereto constitute (a) the signatures of the issuer and its officers and directors under applicable Delaware law, and
(2) the requisite signatures for a registration statement on Form S-1, and, accordingly, we would not expect to make any change to our legality opinion set forth in Exhibit 5.1 to the Registration
Statement on the basis of the conversion.

 Exhibit 5.1

2.
The opinion states that “[i]n rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Delaware
General Corporation Law.” Please tell us why you believe this is a necessary and appropriate assumption for your opinion or file an opinion that does not contain this assumption.

Response: The Company respectfully acknowledges the Staff’s comment and is amending the Registration Statement by filing Amendment
No. 3 today in order to provide an updated Exhibit 5.1 opinion that does not contain this assumption.

 Amanda Ravitz

 U.S. Securities and Exchange
Commission

 June 15, 2018

  Page
 3

dentons.com

Thank you for reviewing the Amendment. Should you have any questions, please do not hesitate to contact John L. Cleary, II, at (973) 912-7173 or me at (212) 398-5787.

 Sincerely,

/s/ Ira L. Kotel

Ira L. Kotel

 Enclosures

cc:
Francis R. Amato, ElectroCore, LLC

Joseph P. Errico, ElectroCore, LLC

Glenn S. Vraniak, ElectroCore, LLC

Peter N. Handrinos, Esq., Latham & Watkins LLP.

Nathan Ajiashvili, Esq., Latham & Watkins LLP

John L. Cleary, II, Esq., Dentons US LLP

 Brian Cascio, U.S. Securities and Exchange
Commission

 Tim Buchmiller, U.S. Securities and Exchange Commission

Geoff Kruczek, U.S. Securities and Exchange Commission

Kristin Lochhead, U.S. Securities and Exchange Commission

Mail Stop 3030
June 14, 2018

Francis R. Amato
Chief Executive Officer
Electrocore, LLC
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920

Re: Electrocore, LLC
Amendment No. 2 to Registration Statement on Form S -1
Filed June 11 , 2018
  File No. 333-225084

Dear Mr. Amato :

We have reviewed your amended registration statement  and have the following
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 r eviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments .

Corporate Conversion, page 65

1. Given that the corporat e conversion is not intended to be completed before the
effectiveness of this registration statement and electroCore, Inc. is not the current
registrant or signatory to the filing, please tell us when electroCore, Inc. and its officers
and directors intend to sign the registration statement and how the legality opinion
required under exhibit 5.1 of your registration statement will be affected by the timing of
the conversion to a Delaware corporation.

Exhibit 5.1

2. The opinion states that "[i]n rendering the foregoing opinion, we have assumed that the
Company will comply with all applicable notice requirements regarding uncertificated
shares provided in the Delaware General Corporation Law."  Please tell us why you

Francis R. Amato
Electrocore, LLC
June 14 , 2018
Page 2

 believe this is a necessary and appropriate a ssumption for your opinion  or file an opinion
that does not contain this assumption .

You may contact Kristin Lochhead  at (202) 551 -3664 or Brian Cascio, Accounting
Branch Chief,  at (202) 551 -3676 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff
Kruczek, Senior Attorney,  at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John L. Cleary, II, Esq.
Dentons US LLP

CORRESP
1
filename1.htm

CORRESP

 Ira L. Kotel

Partner

ira.kotel@dentons.com

D        +1 212 398-5787

 Dentons US LLP

1221 Avenue of the Americas

 New
York, NY 10020-1089

dentons.com

June 4, 2018

FOIA Confidential Treatment Request

 The entity requesting confidential treatment is

 electroCore, LLC

 150 Allen Road, Suite 201

 Attn: Francis R. Amato

 Telephone: +1 (973) 290-0097

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION

 FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH

 RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE

 EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER

 IDENTIFIED BY THE MARK “[***].”

VIA EDGAR AND FEDERAL EXPRESS

 CONFIDENTIAL TREATMENT REQUESTED

BY ELECTROCORE, LLC

 United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E. Washington, D.C. 20549

 Attention: Geoff Kruczek

Re:
ElectroCore, LLC

Registration Statement on Form S-1

Confidentially Submitted on February 13, 2018

(Registration No. 333-225084)

CIK No. 0001560258

 Dear Mr. Kruczek:

 Rule 83 Confidential Treatment
Request by electroCore, LLC.

 Request #1

On behalf of ElectroCore, LLC (the “Company”), we submit this supplemental letter to the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“Commission”) related to the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), which the Company first confidentially submitted on February 13, 2018 and amended by confidential submission No. 2 on May 12, 2018. The Registration Statement was most recently filed
publicly on May 21, 2018 (the “Public Filing”). This letter is also being submitted to respond to comment 9 to the Staff’s comment letter dated March 12, 2018 (the “Comment Letter”) relating to the
Registration Statement.

 United States Securities and Exchange Commission

 June 4, 2018

  Page
 2

dentons.com

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the
Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment
request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and
Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited prior comment 9 from the Comment Letter in bold face type.

Critical Accounting Policies and Estimates, Determination of Fair Value of Common Units, page 85

9. Please tell us the estimated IPO price range once you have that information. To the extent there is a significant difference
between the estimated grant-date fair value of your common shares (as converted from common units) during the past twelve months and the estimated IPO price range, discuss for us each significant factor contributing to the difference.

 The Company advises the Staff that it preliminarily estimates a price range (assuming a one-to-one conversion ratio of the Company’s units to shares of common stock to be effective immediately following the effectiveness of the Registration Statement1) of approximately $[***] to $[***]
per share pre-split (the “Price Range”) for its initial public offering (“IPO”). This represents a pre-offering equity value of the
Company of $[***] million to $[***] million.

 As is typical in IPOs, the Price Range was not derived
using a formal determination of fair value, but was determined by negotiations between the Company and the underwriters. Among the factors that were considered in setting the Price Range were: (i) the general conditions of the securities market
and the recent market prices of, and the demand for, publicly traded common stock of comparable companies; (ii) the Company’s financial condition and prospects; (iii) estimates of business potential and earnings prospects for the
Company and the industry in which it operates; (iv) recent performance of IPOs of companies in the pharmaceutical and medical device sectors; and (v) input received from the lead underwriters, including discussions that took place on
May 18, 2018 between senior management of the Company and representatives of the underwriting syndicate, including Evercore Group L.L.C., the lead underwriter for the offering. The Price Range does not take into account the current lack of
liquidity for the Company’s membership units and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction.

1
The Company advises the Staff that actual split ratio is expected to vary in order to provide for a customary offering price per share of common stock,
but that for ease of reference, the historical conversion ratio, prices and values are used in this letter.

[***] CONFIDENTIAL TREATMENT REQUESTED BY ELECTROCORE, LLC

 United States Securities and Exchange Commission

 June 4, 2018

  Page
 3

dentons.com

The Company expects to include the Price Range in an amendment to the Registration Statement that would shortly precede
the commencement of the Company’s road show. The Company confirms to the Staff that in accordance with Item 501(b)(3) of Regulation S-K and CD&I 134.04, the Price Range will not be in excess of 20% of
the high end of the range, as adjusted to give effect to any change in the conversion ratio. The parameters of the narrower price range to be included in an amendment to the Registration Statement that would shortly precede the road show will be
subject to then-current market conditions, continuing discussions with the underwriters and any business developments impacting the Company.

 Equity-Based Compensation Transactions since June 1, 2017

 The Company is supplementally providing information and analysis with respect to equity-based compensation granted to employees and consultants under its equity incentive arrangements
since June 1, 2017.

 The Company periodically grants common units (the “Common Units”)
to certain of its employees, managers and consultants. These Common Units are issued as “profits interests” (the “Profits Interests”) for tax purposes and do not require the payment of an exercise price, but rather entitle
the holder to participate only in the Company’s future appreciation from and after the date of grant of the applicable Profits Interests. The Company utilizes the fair value of its Common Units (as determined by applying the
methodologies described below) to set the fair value of its Profits Interests at the time of grant.

 In order
to equate the value of these Profits Interests to the common stock of a corporation, the Company believes that the appropriate comparison is to the fair value of the Profits Interests, as of each respective grant date, at a minimum enterprise
valuation threshold (the “Enterprise Valuation Threshold”), because the Enterprise Valuation Threshold and the distribution preferences will terminate upon the Company’s conversion to a corporation.

The table below sets forth a summary of the equity awards granted since June 1, 2017. Included in the summary table
is the Grant Date, the Enterprise Valuation Threshold and the per unit fair value of a Common Unit at the Grant Date.

 electroCore, LLC – Profits
Interests

 Grant Date

 Enterprise

Valuation

 Threshold2

 Number of Units

Underlying

 Grants

 Enterprise

Valuation Threshold

 per Common Unit at

 Grant
Date

 6/1/17

$81,100,000

10,000

$0.17

 6/1/17

$81,100,000

200,000

$0.17

 8/16/17

$142,760,000

200,000

$0.503

 8/18/17

$142,760,000

10,970,335

$0.21

 10/16/17

$227,230,000

235,000

$0.35

 11/13/17

$227,230,000

25,000

$0.35

 11/16/17

$227,230,000

50,000

$0.35

 11/23/17

$227,230,000

6,723,754

$0.35

 12/1/17

$227,230,000

150.000

$0.35

 12/4/17

$227,230,000

10,000

$0.35

 1/1/18

$294,370,000

18,919,665

$0.69

 1/29/18

$294,370,000

90,000

$0.69

 3/1/18

$294,370,000

150,000

$0.69

 4/1/18

$303,450,000

75,000

$0.77

 4/9/18

$303,450,000

50,000

$0.77

 4/16/18

$303,450,000

60,000

$0.77

2

All Profits Interests are subject to an Enterprise Valuation Threshold that must be met upon a liquidity event, such as a change of control,
dissolution, or sale of the company, before the participant is entitled to a distribution in respect of such Profit Interest. The holders of Profits Interests only participate in a distribution to the extent that the Enterprise Valuation Threshold
of their Profits Interests is exceeded.

3

The Company made this grant above the Enterprise Valuation Threshold. The Enterprise Valuation Threshold per Unit at the date of this grant was $0.21.

 [***] CONFIDENTIAL TREATMENT
REQUESTED BY ELECTROCORE, LLC

 United States Securities and Exchange Commission

 June 4, 2018

  Page
 4

dentons.com

Company Methodology in Determining Fair Value

 As described beginning on page 89 of the Registration Statement, the Company regularly performs contemporaneous valuations of its Units, including its Common Units, to assist the
Company’s Board of Managers (the “Board”) in determining the fair value of its Common Units for purposes of granting the Profits Interests as a form of equity based compensation. The Board has generally considered numerous
objective and subjective factors it believes to be relevant as of the grant date, including (i) contemporaneous reports prepared by an independent third-party valuation specialist, (ii) valuations derived from the Company’s recent
financing transactions, (iii) the Company’s stage of development, (iv) the Company’s operating and financial performance, and (v) general business and financial market conditions in the pharmaceutical and medical device
sectors. As disclosed in the Registration Statement, the Company’s Common Unit valuations were prepared using the discounted cash flow (“DCF”) method, a form of the income approach, to estimate its equity values. In order to
estimate equity value, the DCF method uses the estimated present value of future net cash flows for the expected life of the related assets or business, discounted at a rate of return that considers the relative risk of achieving those cash flows,
the time value of money and the current stage of development of the business. The total fair value of equity on a marketable basis was then allocated between each class of equity, including Common Units, preferred units, Profits Interests, and
warrants, applying a hybrid method of allocation. Under the hybrid method, a probability-weighted expected return method and an option pricing model were utilized.

 The probability weighted expected return method (“PWERM”) is based upon an analysis of future outcomes probability weighted. The assumed future outcomes include an IPO,
merger or sale, dissolution, and/or going concern. When applying the method, the analyst must estimate future cash flows and the associated future values. Then the value is allocated to each class of equity, discounted to the present value, and
finally assigned probabilities to future outcomes. This method is generally considered to be conceptually sound by valuation experts and explicitly considers the rights of each class at the date in which those rights will be considered. Furthermore,
it is forward looking, not static, capturing the future value that is anticipated to be created in the future. However, the method can be complex and requires a number of assumptions. The Company utilized a PWERM for its initial IPO scenario since
its financing requirements and associated changes in the capitalization table were fairly certain.

 [***] CONFIDENTIAL TREATMENT REQUESTED BY ELECTROCORE, LLC

 United States Securities and Exchange Commission

 June 4, 2018

  Page
 5

dentons.com

The Option Pricing Method (“OPM”) treats the common and preferred equity of the Company as call options
on the enterprise’s value. The OPM applies the Black-Scholes model to price the call options. The option’s exercise price is based on a comparison with the enterprise value of the Company rather than, as in the case of a
“regular” call option, a comparison with a per-share stock price. Both the common and preferred equity have, at the time of a liquidity event, “payoff diagrams” that consider the relevant
rights of each class of equity – including the level of seniority among the securities, dividend policy, conversion ratios, and cash allocations – upon liquidation of the enterprise. The method implicitly considers the effect of the
liquidation preference as of the future liquidation date, not as of the valuation date. This method is often characterized as costly, complex, and difficult to formulate assumptions. However, over time, this method has gained widespread acceptance
among valuation practitioners and auditors alike. The Company utilized an OPM to allocate value to the various tranches of equity for the strategic exit and second IPO attempt due to the unknown capital raises required to achieve exit over long
holding periods.

 Factors Contributing to the Difference Between the Grant Date Estimated Fair Value and the Price
Range

 In determining the estimated fair value of the Common Units for purposes of determining the fair
value of Profits Interests granted, the Board and management consider the most recent contemporaneous independent third-party valuations of the Company’s Common Units and an also assessment of the objective and subjective factors described
above. The additional factors considered when determining any changes in estimated fair value between the most recent contemporaneous valuation and the grant date include, when applicable, the prices paid in the Company’s recent financing
transactions, the Company’s stage of development, the Company’s operating and financial performance, and general business and financial market conditions in the pharmaceutical and medical device sectors. Each of the Common Unit valuations
since June 1, 2017 are discussed below.

 June 2017: Prior to June 30, 2017, the Company had
independent third-party valuations of its Common Units performed on an annual basis rather than on a quarterly basis. On June 1, 2017, the most recent independent third party valuation of the Common Units was determined as of September 30,
2016 and indicated a fair value of the Common Units of $0.17 per unit. The Enterprise Valuation Threshold as of the valuation date was $81,100,000.

 August 2017: In August 2017, the Company sold Series B Preferred Units at a price of $0.70 per unit raising net proceeds of $35,800,000 million in the aggregate. The
Company and its Board believe that the purchase price for the Series B Preferred Units of $0.70 provides evidence of a freely negotiated, arm’s-length transaction with knowledgeable buyers. The
Series B Preferred Units retained preferences over the Company’s Series A Preferred Units and Common Units including the Profits Interests, pursuant to the Company’s limited liability company agreement, resulting in a difference in the
purchase price of the Series B Preferred Units and fair value of the Common Units including Profits Interests. The Company had a third-party valuation performed in conjunction with the Series B Preferred Unit financing (the “Series B
Financing”), which utilized the DCF methodology and indicated a fair value of the Common Units of $0.21 per unit. The Enterprise Valuation Threshold as of the valuation date was $142,760,000. The derived Enterprise Threshold Value was
allocated be

Mail Stop 3030
April  16, 2018

Francis R. Amato
Chief Executive Officer
Electrocore, LLC
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920

Re: Electrocore, LLC
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted April 2 , 2018
  CIK No. 0001560258

Dear Mr. Amato :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please re spond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additio nal
comments.

Use or Proceeds, page 65

1. Please provide a response to the last two sentences of prior comment 6.

Leveraging a national specialty pharmacy network, page 131

2. We note your disclosure that you have partnered with an established national specialty
pharmacy.  Disclose the material terms of your partnership and file any related
agreements as appropriate.

Francis R. Amato
Electrocore, LLC
April 16 , 2018
Page 2

 You may contact Kristin Lochhead  at (202) 551 -3664 or Brian Cascio, Accounting
Branch Chief,  at (202) 551 -3676 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff
Kruczek, Senior Attorney,  at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John L. Cleary, II, Esq.
Dentons US LLP

Mail Stop 3030
March 12, 2018

Francis R. Amato
Chief Executive Officer
Electrocore, LLC
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920

Re: Electrocore, LLC
Draft Registration Statement on Form S -1
Submitted February 13, 2018
  CIK No. 0001560258

Dear Mr. Amato :

We have reviewed your draft registration statement and have the following 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 le tter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe a n amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Market Data and Forecasts, page ii

1. Tell us whether you commissioned any third -party data for use in connection with your
registration statement.

Implications of Being an Emerging Growth Company, page 7

2. Supplementally provide us with copies of all writte n communications, as defined in
Rule  405 under the Securities Act, that you , or anyone authorized to do so on your behalf ,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

Francis R. Amato
Electrocore, LLC
March 12, 2018
Page 2

 3. Indicate when you will make the election to pay the accrued but unpaid preference to the
Series A Preferred Unit holders in cash or shares and how you will revise your disclosure
to reflect such election .

Third -party payors . . ., page 15

4. Briefly highlight and describe the different pricing and reimbursement referenced on
page 126 that could result from the risk you describe here.

We must demonstrate to physicians…, page 16

5. In an appropriate location, disclose the products from Novartis  against which you will
compete.  Also, we note you refer to “products being developed” by the companies you
identify.  Clarify the status of development of those products.

Use of Proceeds , page 64

6. Please revise to quantify and clarify the intended uses of the proceeds from this offering.
For example, explain the “activities related” to the commercial launch and the nature of
the “expansion” into additional indications that you intend to fund.  Please also clarify
how “specialty distribution channel” is different, if at all, from the specialty pharmacy
network for your gammaCore product and why it will take additional funds to establish
that channel for the new product.  If the funds you intend to devote to each purpose will
not be sufficient to accomplis h the stated purpose, please state so directly and describe
alternate sources of funds.

Corporate Conversion , page 66

7. We note your disclosure in the second full paragraph on page 67 that the actual number
of shares issued to holders of Units, the number of shares of common stock for which
options and warrants will be exercisable, and the total number of shares outstanding
following the corporate conversion will be adjusted.  We also note that the number of
shares of common stock and the number of options to be issuable to the holders of the
Profit Interests will be determined based on the appreciation in value after the date of the
grant through the completion of your offering.  For all securities to be issued as a result of
your corporate conversion, prov ide a sensitivity analysis for how the numbers of
securities issued will vary given changes in your offering price and, with respect to the
Profit Interests, the appreciation in value through the date of your offering.  Please tell us
how you intend to rev ise your disclosure under “Capitalization” and “Dilution,” the
disclosure regarding the number shares outstanding after your offering, and other relevant
disclosure, to the extent the number of these securities materially changes.

Francis R. Amato
Electrocore, LLC
March 12, 2018
Page 3

 Net Sales, page 76

8. If you obtained CE Mark approval in 2011, indicate why you have generated minimal
revenue to date for those indications.

Critical Accounting Policies and Estimates, Determination of Fair Value of Common Units,
page  85

9. Please tell us the estimated IPO price r ange once you have that information.   To the
extent there is a significant difference between the estimated grant -date fair value of your
common shares (as converted from common units) during the past twelve months and the
estimated IPO price range, discus s for us each significant factor c ontributing to the
difference.

Business, page 89

10. Briefly indicate the basis for your statement that your therapy has a similar
pharmacological effect to that of multiple classes of medications including the one you
indicate.  Similarly, in an appropriate location, indicate the basis for your statements
regarding your product causing changes in neurotransmitter expression and in the
immune system.

11. Please clarify the reason for the delay in launching your product.  We  note that you
expect to commercially launch your product for acute treatment of eCH almost a year
after you received FDA approval.

12. Disclose when you anticipate commercially launching your gammaCore Sapphire
product.  We also note your disclosure that you  intend that product to be a successor to
gammaCore.  Indicate whether you will market both of those products at the same time.

Manufacturing, page 125

13. Your disclosure in the last paragraph here indicates you do not have any supply
agreements, contrary to your disclosure on page 31.  Please revise to clarify with you
have supply agreements.  If you do, please revise to clarify the nature of your
arrangements under those agreements.

Commercialization, page 126

14. Briefly disclose the material features of y our initial product registry including how it
drives commercialization of your products and who established, maintains and enters
information into it.

Francis R. Amato
Electrocore, LLC
March 12, 2018
Page 4

 15. With respect to the 50 key opinion  leaders , disclose what you mean by the term “opinion
leaders,” disclo se whether and how you compensate those individuals for their
participation, and what agreements or understandings you have with these individuals as
to their contribution to, and the duration of their terms, for advocating your products.

16. Clarify the natu re of the established specialty pharmacy network.  For example, is this a
network with a national presence who can seek reimbursement from multiple payors?  If
material, identify the specialty pharmacy and the payors with which it will work.

17. We note you are still in the process of negotiating reimbursement policies for your
product and your disclosure that without such reimbursement, patients will have to be
willing to bear the entire cost of your therapy.  Indicate the difference in price of your
product  in the absence of reimbursement.

Executive officers, page 143

18. Disclose the principal occupation of Mr. Vraniak from July 2013 to February 2014 and
from January 2016 to August 2016.

Summary Compensation Table, page 152

19. Please clarify why the Profits Interests granted in 2017, as disclosed on pages 153 -54, are
not included in this table.

Principal Stockholders, page 170

20. Disclose all natural persons who exercise the sole or share voting and dispositive powers
with respect to the shares held in the name of Core Ventures II, LLC .

Consolidated Financial Statements

Note 2.   Summary of Significant Accounting Policies, page F -8

(i) Revenue Recognition, page F -10

21. Please revise to further describe how you apply each of the four general revenue
recogniti on criteria cited in your disclosure.   We also note from page 83 that you deliver
the gammaCore products and subsequent refills in 31 day increments.  Disclose how you
determine pricing for the products and refills and the accounting treatment for each
deliverable.   Refer to the guidance in ASC 605 -25-25.

22. Revise to clarify whether your sales to pharmaceutical distributors include any right of
return or pricing adjustments.  Please explain to us why you do not provide an allowance
for returns, as indicated  on page 83. Refer to ASC 605 -15-25.

Francis R. Amato
Electrocore, LLC
March 12, 2018
Page 5

23. We note that the gammaCore Patient Registry (GPR) program discussed on the
gammaCore website indicates patients may be eligible to receive up to 2 months free and
up to 1 year of co -pay assistance.   Please revise to disclose, if material, your accounting
treatment for this program.

You may contact Kristin Lochhead  at (202) 551 -3664 or Brian Cascio , Accounting
Branch Chief,  at (202) 551 -3676  if you have questions regarding comments on the financial
statements and rela ted matters.  Please contact Tim Buchmiller at (202) 551 -3635 or Geoff
Kruczek, Senior Attorney,  at (202) 551 -3641 with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: John L. Cleary, II, Esq.
Dentons US LLP