electroCore Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549 FORM10-K electroCore, Inc. (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405of the Securities Act.YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13or15(d) of the Act.YES☐NO☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13or15(d) ofthe SecuritiesExchange Act of1934during the preceding12months (or for such shorter period that the Registrant was required to file such reports),and (2)has been subject to such filing requirements for the past90days.YES☒NO☐ Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405of RegulationS-T (§232.405of this chapter) during the preceding12months (or for such shorter period that theRegistrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2of the Exchange Act. Large, acceleratedfiler☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2of the Exchange Act).YES☐NO☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closingprice of the shares of common stock on the NasdaqCapitalStockMarket on June 30, 2024 was $34,861,164. The number of shares of Registrant’s Common Stock outstandingasofMarch 6, 2025was7,193,092. Table of Contents PART I Item 1.BusinessItem 1A.Risk Factors.Item 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities88Item 6.[Reserved]88Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations88Item 7A.Quantitative and Qualitative Disclosures About Market Risk96Item 8.Financial Statements and Supplementary Data96Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure96Item 9A.Controls and Procedures97Item 9B.Other Information97Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections97 PART III Item 10.Directors, Executive Officers and Corporate Governance98Item 11.Executive Compensation108Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters117Item 13.Certain Relationships and Related Transactions, and Director Independence119Item 14.Principal Accountant Fees and Services121 PART IV Item 15.Exhibits and Financial Statement Schedules122Item 16.Form 10-K Summary122 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements that involve substantial risks anduncertainties. All statements other than statements of historical facts contained in this Annual Report, including statements regardingour future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”“could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” o