What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2023-03-08 compared with 2022-03-10 · 34 added, 21 removed, 62 unchanged (47% of the section changed)

Our principal office is approximately 14,000 square feet of office, warehouse and assembly space in Rockaway, New Jersey pursuant to a lease that expires in 2024 (subject to our right to extend for an additional five years).

Our former principal office consisted of approximately 25,000 square feet of leased office space in Basking Ridge, New Jersey.

Since the spring of 2020, as a result of COVID-19, our employees previously based in Basking Ridge have conducted business remotely as a result of governmental orders and our internal policies designed to protect the health and safety of our employees.

In the fourth quarter of 2020, we formally vacated the Basking Ridge, New Jersey facility and the lease to this facility was formally terminated in 2021.

Our former principal office consisted of approximately 25,000 square feet of leased office space in Basking Ridge, NJ.

Since the spring of 2020, as a result of COVID-19, our employees previously based in Basking Ridge generally have conducted business remotely.

In the fourth quarter of 2020, we formally vacated the Basking Ridge, NJ facility and the lease to this facility was formally terminated in 2021.

Management believes our facilities in Rockaway are currently suitable for their intended use.

2 unchanged sentences

On July 8, 2019, and August 1, 2019, purported stockholders of our company served putative class action lawsuits in the Superior Court of New Jersey for Somerset County, captioned Paul Kuehl vs.

electroCore, Inc., et al., Docket No.

electroCore, Inc.

, et al., Docket No.

SOM-L 000876-19 and Shirley Stone vs.

1 unchanged sentence

SOM-L 001007-19, respectively.

In addition to our company, the defendants included present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for our IPO;

In addition to our company, the defendants include present and past directors and officers, Evercore Group L.L.C., Cantor Fitzgerald & Co., JMP Securities LLC and BTIG, LLC, the underwriters for our IPO;

and two of our stockholders.

12 unchanged sentences

On October 8, 2021, the Appellate Division issued an order reversing the decision of the Superior Court.

The case was remanded to the Superior Court for oral argument on the motion to dismiss.

On November 11, 2021 the defendants filed a supplemental motion to dismiss based on the certificate of incorporation's forum selection clause.

The case has been remanded to the Superior Court for oral argument on the motion to dismiss.

On November 11, 2021, the defendants filed a supplemental motion to dismiss based on the forum selection clause in our certificate of incorporation's.

On December 10, 2021, the Superior Court heard argument of the original motion to dismiss and the supplemental motion to dismiss based on the federal forum selection clause.

On December 14, 2021, the Superior Court granted both motions in their entirety and dismissed the action without leave to re-plead.

On December 14, 2021, the Superior Court granted the supplemental motion to dismiss based on the federal forum selection clause with prejudice and granted the original motion to dismiss without prejudice.

On January 27, 2022, the plaintiffs filed a notice of appeal to the Appellate Division.

A briefing schedule has been set by the Appellate Division for the appeal but an argument date has not been set.

On April 15, 2022, the plaintiffs filed their appeal brief.

The brief of defendant-appellees was filed on May 16, 2022.

The appeal is fully briefed.

Oral argument is scheduled for April 19, 2023.

On September 26, 2019, and October 31, 2019, purported stockholders of our company served putative class action lawsuits in the United States District Court for the District of New Jersey captioned Allyn Turnofsky vs.

electroCore, Inc., et al., Case 3:19-cv-18400, and Priewe vs.

electroCore, Inc.

, et al., Case 3:19-cv-18400, and Priewe vs.

electroCore, Inc., et al., Case 1:19-cv-19653, respectively.

3 unchanged sentences

The complaints sought unspecified compensatory damages, interest, costs and attorneys’ fees.

The Priewe case was voluntarily dismissed on February 19, 2020.

In the Turnofsky case, on November 25, 2019, several plaintiffs and their counsel moved to be selected as lead plaintiff and lead plaintiff’s counsel.

7 unchanged sentences

On August 13, 2021, the Court dismissed the amended complaint with leave to re-plead.

On October 4, 2021, the plantiffs filed a second amended complaint.

On October 4, 2021, the plaintiffs filed a second amended complaint.

On November 17, 2021, the defendants moved to dismiss the new complaint.

Briefing on the motion is now complete.

Briefing on the motion was complete on January 7, 2022.

On July 5, 2022, the case was reassigned to Judge Zahid N.

Quraishi, who has ordered that he will consider the pending motion to dismiss in due course.

Argument of the motion has not yet been scheduled.

The Priewe case was voluntarily dismissed on February 19, 2020.

On March 4, 2021, purported stockholder Richard Martz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey.

On March 4, 2021, purported stockholder Richard Maltz brought a purported stockholder derivative action in the United States District Court for the District of New Jersey.

The action is captioned Richard Maltz, derivatively on behalf of electroCore, Inc., vs.

Amato, et al., Case 3:21-cv-04135.

Amato, et al.

, Case 3:21-cv-04135.

The defendants include present and past directors and officers of the Company.

5 unchanged sentences

declaratory relief;

and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation.

On March 8, 2021, purported stockholder Erwin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey.

The action is captioned Erwin Yuson, derivatively on behalf of electroCore, Inc., vs.

Amato, et al., Case 3:21-cv-04481.

and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to our bylaws and certificate of incorporation.

On March 8, 2021, purported stockholder Erin Yuson brought a purported stockholder derivative action in the United States District Court for the District of New Jersey.

The action is captioned Erin Yuson, derivatively on behalf of electroCore, Inc., vs.

Amato, et al.

, Case 3:21-cv-04481.

The defendants include present and past directors and officers of the Company.

4 unchanged sentences

declaratory relief;

and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to the Bylaws and Certificate of Incorporation.

The plantiffs in the Maltz and Yuson derivative actions agreed to consolidate and stay those actions.

and an order requiring changes to corporate governance and internal procedures and a vote on proposed amendments to our bylaws and certificate of incorporation.

The plaintiffs in the Maltz and Yuson derivative actions agreed to consolidate and stay those actions.

The actions are stayed until and through the resolution of any motion for summary judgment in the Turnofsky federal securities class action.

A stipulation to that effect was filed by the plaintiffs on April 14, 2021, and ordered by the court on April 30, 2021.

These cases also have been re-assigned to Judge Quraishi.

We intend to continue to vigorously defend ourselves in these matters.

1 unchanged sentence

Accordingly, we have not established an accrual for potential losses, if any, that could result from any unfavorable outcome, and there can be no assurance that these litigation matters will not result in substantial defense costs and/or judgments or settlements that could adversely affect our financial condition.

We are subject to various claims, complaints, and legal actions in the normal course of business from time to time.

We are not aware of any further currently pending litigation for which it believes the outcome could have a material adverse effect on its operations or financial position.

We expenses associated legal fees including those relating to the stockholder litigation described in Note 13 in the period they are incurred.

Mine Safety Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties