electroCore, Inc. Announces $9.3 Million Registered Direct Offering and Concurrent Private Placements Priced At Market Under Nasdaq Rules
2024年6月3日 - 9:30PM
electroCore, Inc. (Nasdaq: ECOR) (“electroCore” or the “Company”),
a commercial-stage bioelectronic medicine and wellness company,
today announced that it has agreed to issue and sell to an
institutional accredited investor an aggregate of 225,000
registered pre-funded warrants to purchase shares of common stock
and unregistered warrants to purchase up to an aggregate of 112,500
shares of common stock. The pre-funded warrants were sold at a
purchase price of $6.43 minus $0.001 per pre-funded warrant, and
are exercisable immediately at an exercise price of $0.001 per
share. Each share of common stock is being sold together with
one-half of one warrant at a combined effective offering price of
$6.4925 per share and related warrant. The warrants will be
immediately exercisable after the date of issuance at a price of
$6.43 per share and will expire five years after issuance.
In a separate private placement, electroCore has also agreed to
issue and sell 1,208,310 of its shares of common stock (or
pre-funded warrants to purchase common stock) and warrants to
purchase up to an aggregate of 604,150 shares of common stock, to
certain institutional and accredited investors and directors and
officers of the Company. Each share of common stock (or pre-funded
warrant) is being sold together with one-half of one warrant at a
combined effective offering price of $6.4925 per share and related
warrant. The warrants issued and sold in private placement will
have the same terms as the unregistered warrants sold to the
institutional accredited investor in the registered direct
offering.
The aggregate gross proceeds to the Company from the issuance
and sale of the securities described above is expected to be
approximately $9.3 million, before deducting other offering
expenses payable by electroCore. Directors and officers of
electroCore entered into agreements to invest $5.645 million of the
aggregate gross proceeds. The Company currently intends to use the
net proceeds from these sales for sales and marketing, working
capital and general corporate purposes.
The issuance and sale of the securities described above were
priced “at market” under the rules of the Nasdaq Capital Market.
The offerings described above are expected to close on or about
June 5, 2024, subject to the satisfaction of customary closing
conditions.
The pre-funded warrants to be purchased by the institutional and
accredited investor in the registered direct offering are being
offered and sold by the Company pursuant to a “shelf” registration
statement on Form S-3 (Registration No. 333-262223), including a
base prospectus, previously filed with the Securities and Exchange
Commission (the “SEC”) on January 18, 2022 and declared effective
by the SEC on January 25, 2022. The offering of such securities is
being made only by means of a prospectus supplement and the
accompanying base prospectus that form a part of the registration
statement. A final prospectus supplement and the accompanying base
prospectus will be filed with the SEC and will be available on the
SEC’s website located at http://www.sec.gov.
The offer and sale of the securities other than the pre-funded
warrants to be purchased and sold in the registered direct offering
are not covered by the registration statement, and are being made
in transactions not involving a public offering and have not been
registered in reliance on the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and/or Rule 506(b) of Regulation D promulgated
thereunder. The Company has agreed to register the shares of common
stock issued in the private placements and the shares of common
stock underlying the privately placed pre-funded warrants and
warrants on a resale registration statement to be filed with the
SEC following the closing of the transactions described above.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or jurisdiction.
About electroCore, Inc.
electroCore, Inc. is a commercial stage bioelectronic medicine
and wellness company dedicated to improving health through its
non-invasive vagus nerve stimulation (“nVNS”) technology platform.
The Company’s focus is the commercialization of medical devices for
the management and treatment of certain medical conditions and
consumer product offerings utilizing nVNS to promote general
wellbeing and human performance in the United States and select
overseas markets.
For more information, visit www.electrocore.com.
Forward-Looking Statements
This press release and other written and oral statements made by
representatives of electroCore may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include, but
are not limited to, statements about the completion of the
transactions described in this press release, the satisfaction of
customary closing conditions related to such transactions, and the
intended use of net proceeds therefrom, as well as statements
regarding the Company’s ability to raise additional capital if
needed, electroCore’s business prospects and clinical and product
development plans; its pipeline or potential markets for its
technologies; the timing, outcome and impact of regulatory,
clinical and commercial developments; business prospects around its
prescription gammaCore product, general
wellness Truvaga and TAC-STIM products, and other
potential new products and markets, and other statements that are
not historical in nature, particularly those that utilize
terminology such as “anticipates,” “will,”
“expects,” “believes,” “intends,” and other words of
similar meaning, derivations of such words and the use of future
dates. Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others, the ability to raise the additional funding
needed to continue to pursue electroCore’s business and product
development plans, the inherent uncertainties associated with
developing new products or technologies, the ability to
commercialize gammaCore, TAC-STIM, and Truvaga, electroCore’s
results of operations and financial performance, inflation and
currency fluctuations, and any expectations electroCore may have
with respect thereto, competition in the industry in which
electroCore operates and overall economic and market conditions.
Any forward-looking statements are made as of the date of this
press release, and electroCore assumes no obligation to update the
forward-looking statements or to update the reasons why actual
results could differ from those projected in the forward-looking
statements, except as required by law. Investors should consult all
of the information set forth herein and should also refer to the
risk factor disclosure set forth in the reports and other documents
electroCore files with the SEC available
at www.sec.gov.
Contact:ECOR Investor Relations(973)
302-9253investors@electrocore.com
electroCore (NASDAQ:ECOR)
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