Attached files
file | filename |
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EX-23.2 - EX-23.2 - electroCore, Inc. | d621555dex232.htm |
EX-5.1 - EX-5.1 - electroCore, Inc. | d621555dex51.htm |
As filed with the Securities and Exchange Commission on June 21, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
electroCore, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 3845 | 20-345-4976 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
(973) 290-0097
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Francis R. Amato
Chief Executive Officer
electroCore, Inc.
150 Allen Road, Suite 201
Basking Ridge, New Jersey 07920
(973) 290-0097
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
John L. Cleary, II, Esq. Ira L. Kotel, Esq. Dentons US LLP 1221 Avenue of the Americas New York, New York 10020 (212) 768-6700 |
Peter N. Handrinos, Esq. Nathan Ajiashvili, Esq. Latham & Watkins LLP 200 Clarendon Street Boston, Massachusetts 02116 (617) 948-6000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-225084
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Securities Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging Growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee(2) | ||||
Common Stock, $0.001 par value per share |
664,446 | $15.00 | $9,966,690.00 | $1,240.86 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered, including 86,667 additional shares that the underwriters have the option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-225084). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $79,733,312.00 on a Registration Statement on Form S-1, as amended (File No. 333-225084), which was declared effective by the Securities and Exchange Commission on June 21, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $9,966,690.00 is hereby registered, which includes the additional shares that the underwriters have the option to purchase to cover over-allotments, if any. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (Securities Act), electroCore, Inc. (Registrant) is filing this Registration Statement on Form S-1 (this Registration Statement) with the Securities and Exchange Commission (Commission). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-225084) (the Prior Registration Statement), which the Registrant originally filed with the Commission on May 21, 2018, and which the Commission declared effective on June 21, 2018.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Common Stock by 664,446 shares, 86,667 of which are subject to purchase upon the exercise of the underwriters option to purchase additional shares of the Registrants Common Stock. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Basking Ridge, State of New Jersey, on this 21st day of June 2018.
ELECTROCORE, INC. | ||
By: | /s/ Francis R. Amato | |
Francis R. Amato | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Francis R. Amato |
Chief Executive Officer and Director | June 21, 2018 | ||
Francis R. Amato |
(Principal Executive Officer) | |||
/s/ Glenn S. Vraniak |
Chief Financial Officer | June 21, 2018 | ||
Glenn S. Vraniak |
(Principal Financial and Accounting Officer) | |||
/s/ Carrie S. Cox |
Chairman of the Board | June 21, 2018 | ||
Carrie S. Cox |
||||
/s/ Michael G. Atieh |
Director | June 21, 2018 | ||
Michael G. Atieh |
||||
* |
Director | June 21, 2018 | ||
Joseph P. Errico |
||||
* |
Director | June 21, 2018 | ||
Nicholas Colucci |
||||
* |
Director | June 21, 2018 | ||
Thomas J. Errico, M.D. |
||||
* |
Director | June 21, 2018 | ||
Trevor J. Moody |
||||
/s/ Stephen L. Ondra, M.D. |
Director | June 21, 2018 | ||
Stephen L. Ondra, M.D. |
* |
Director | June 21, 2018 | ||
James L.L. Tullis | ||||
* Pursuant to Power of Attorney |
*By: | /s/ Glenn S. Vraniak | |
Glenn S. Vraniak |