electroCore Inc美股招股说明书(2025-10-24版)

electroCore, Inc. 762,508 Shares of Common Stock This prospectus relates to the offer and sale by the selling stockholders identified herein of up to 762,508 shares of common stock,$0.001 par value per share (the “Common Stock”) of electroCore, Inc. (“we” or the “Company”). 401,771 of the shares of CommonStock being registered have been issued or are issuable in connection with the Loan and Security Agreement dated August 4, 2025 (the“Loan and Security Agreement”), between the Company and Avenue Venture Opportunities Fund II, L.P., as administrative agent andcollateral agent, and as lender (“Avenue”), and the Supplement (as defined below) thereto, as further described in this prospectus, theLoan and Security Agreement, the Supplement, the Subscription Agreement (as defined below) and the note or notes issued or issuablepursuant to the Loan and Security Agreement. 360,737 shares of the Common Stock being registered were issued by us to certaininstitutional and accredited investors (the “PIPE Investors”), in private placement transactions completed on October 2, 2025. Theshares of Common Stock issued in the private placement transactions completed on October 2, 2025 are being registered as requiredby the related securities purchase agreements (individually, a “Purchase Agreement” and together, the “Purchase Agreements”). The selling stockholders refer to (i) Avenue and its pledgees, donees, transferees, or other successors in interest as permitted by theLoan and Security Agreement, and (ii) the PIPE Investors, and their respective pledgees, donees, transferees, or other successors ininterest as permitted by the Purchase Agreements. The number of shares of Common Stock being registered hereunder is comprised of: (i) 295,420 shares of Common Stock (the“Conversion Shares”) issuable upon conversion of up to $2,500,000 of the outstanding principal amount under the note or notes issuedor issuable by the Company pursuant to the Loan and Security Agreement at a conversion price per Conversion Share equal to$8.4625, representing 125% of the closing sales price of the Common Stock on the date prior to the closing of the loan transaction($6.77); (ii) 106,351 shares of Common Stock (the “Private Placement Shares”) issued to Avenue in connection with the Loan andSecurity Agreement, in a private placement, pursuant to a Subscription Agreement dated August 4, 2025, between the Company andAvenue (the “Subscription Agreement”); and (iii) 360,737 shares (the “Private Shares”) issued pursuant to the Purchase Agreements. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of securities by theselling stockholders. We will pay the expenses incurred in registering the Common Stock covered by the prospectus, including legaland accounting fees. The selling stockholders will bear all commissions and discounts, if any, attributable to their sales of CommonStock under this prospectus. The selling stockholders may offer the shares of Common Stock in one or more transactions at fixed prices, at prevailing market pricesat the time of sale, at varying prices determined at the time of sale, at negotiated prices, or in trading markets for our Common Stock.Additional information on the selling stockholders, and the times and manner in which they may offer and sell shares of our CommonStock under this prospectus, is provided under “Selling Stockholders” and “Plan of Distribution” in this prospectus. Our Common Stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “ECOR.” On October 22, 2025, the closingsale price of our Common Stock on Nasdaq was $4.83 per share. Investing in our securities involves significant risks. See “Risk Factors” beginning on page 7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is October 22, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS8DESCRIPTION OF THE TRANSACTIONS9USE OF PROCEEDS11SELLING STOCKHOLDERS12PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”), underwhich the selling stockholders may, from time to time, sell the securities described in this prospectus in one or more offerings. To the extent required under applicable law in connection with a particular offering of such securities by the selling stockholders, weor the selling stockholders will provide a prospectus supplement to this prospectus that contains specific information about thesecurities being offered and sold a