electroCore, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of December 31, 2025, was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December 31, 2025, were not effective due to the material weakness described below. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets: (ii) provide reasonable assurance (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting policies (b) our receipts and expenditures are being made only in accordance with authorizations of our management and directors: and (c) regarding the prevention or timely detection of the unauthorized acquisition use or disposition of assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2025, our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on this evaluation, our management concluded that, as of December 31, 2025 our internal control over financial reporting was not effective solely due to the material weakness described below. In connection with the preparation of our annual consolidated financial statements for the year ended December 31, 2025, management identified a deficiency in its internal control over financial reporting related to the accuracy of its lease accounting. The Company previously recorded a lease modification in conjunction with the lease expansion of its Rockaway location in the second quarter of 2024. During the fourth quarter of 2025, the Company discovered an error in the lease payments used in the initial calculations in conjunction with the lease modification. While the error did not result in a material misstatement or a restatement of the Company’s consolidated financial statements, management concluded that there is a reasonable possibility that a material misstatement could have occurred without being prevented or detected on a timely basis, and therefore, the control deficiency was deemed to be a material weakness. Management has initiated remediation measures designed to address the material weakness identified above. These measures include the implementation of an enhanced review control over the accounting for leases and any other significant non-routine transactions, including enhanced management review and approval procedures. In addition, the Company hired a new controller in September 2025 who management believes has the technical accounting skills and breadth of supervisory and review skills necessary to oversee the accounting function. The material weakness will be considered remediated once the applicable controls have been fully implemented, have operated for a sufficient period of time, and have been tested for operating effectiveness which we believe will occur by the end of our second quarter of 2026. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the three months ended December 31, 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. 103 Item 9B. Other Information Director and Officer Trading Plans and Arrangements During the three months ended December 31, 2025, none of our directors or officers adopted , made certain modifications or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Executive Officer Transition As of March 17, 2026, Daniel S. Goldberger notified the Company of his intention to retire as our Chief Executive Officer effective April 1, 2026 (the “Separation Date”). Mr. Goldberger also resigned as a member of the Company’s Board effective March 17, 2026. In connection with Mr. Goldberger’s resignation as a member of the Company’s Board, the size of the Board was decreased by resolution of the Board from eight to seven members, effective on the date of Mr. Goldberger’s resignation from the Board. Mr. Goldberger indicated to the Company that his decision to retire as Chief Executive Officer, and resign as a member of the Company’s Board, was not a result of any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, or practices. Effective as of March 17, 2026, the Company and Mr. Goldberger entered into a separation agreement pursuant to which Mr. Goldberger has agreed to provide advisory and transition services to the Company following the Separation Date for a period of one (1) year (the “Consulting Period”). Pursuant to and subject to the conditions set forth in the agreement, including execution of a customary release, effective as of the Separation Date, 20,305 restricted stock units (“RSUs”) previously granted to Mr. Goldberger shall vest on a prorated basis in accordance with the vesting provisions of the applicable award agreements. During the Consulting Period, an additional 43,200 RSUs that did not vest on a prorated basis as of April 1, 2026 shall continue to vest, subject to his continued consulting services under the agreement through the applicable vesting dates, in equal monthly installments of 3,600 RSUs per month. Mr. Goldberger’s remaining unvested 30,306 RSUs shall be forfeited and cancelled without consideration as of the Separation Date. Additionally, pursuant to and subject to the terms and conditions of the agreement, the Company will pay all amounts comprising Mr. Goldberger’s Accrued Obligations as defined in our Executive Severance Policy, including Mr. Goldberger’s unpaid base salary earned through the Separation Date, any accrued and unused paid time off in accordance with Company policy, reimbursable business expenses reasonably incurred through the Separation Date, and any vested benefits under applicable benefit plans of the Company, in each case in accordance with applicable law and Company policy (the “Accrued Obligations”). Pursuant to the agreement, and in accordance with our Executive Severance Policy, Mr. Goldberger will also receive a cash severance payment of $1,200,098, payable in installments over the 12-month period commencing on the Company’s first regular payroll date following the Separation Date. The agreement also provides Mr. Goldberger the right, but not the obligation, to invest on a pari passu basis to other investors in connection with any offering of the Company’s equity securities to third party investors for capital raising purposes through August 31, 2028, on the terms, conditions and limitations set forth in the agreement. The foregoing summary of the agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.30 and is incorporated by reference herein. The representations, warranties and covenants in the agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. Effective April 1, 2026, Joshua S. Lev, the Company’s Chief Financial Officer, will assume the role of Interim President and will serve as the Company’s principal executive officer for purposes of the Company’s SEC filings while the Board conducts a search for a permanent Chief Executive Officer. Mr. Lev will continue to serve as our Chief Financial Officer. In connection with his appointment as Interim President, (i) Mr. Lev’s base salary was increased from $433,675 to $470,000, (ii) Mr. Lev’s annual target discretionary bonus was increased to 45% of his annual base salary and (ii) Mr. Lev was granted 45,000 RSUs. The shares of common stock issuable pursuant to such RSUs will vest on December 31, 2026, subject to Mr. Lev’s continued employment through such date. Such RSUs are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. Additionally, if Mr. Lev is removed as Interim President, the Company shall make a $25,000 cash payment to Mr. Lev. In addition, on March 13, 2026, the Company and Michael Fox entered into an offer letter (the “Fox Agreement”), pursuant to which Mr. Fox has agreed to serve as the Company’s Chief Operating Officer, effective April 17, 2026 or such other date as we shall mutually agree (the “Start Date”). The Fox Agreement provides for an annual base salary of $505,000, less applicable withholding taxes and other deductions, paid semi-monthly in accordance with the Company’s customary payroll practices (subject to annual review, and as such amount may be adjusted from time to time at the Company’s discretion). In addition, Mr. Fox is entitled to receive, subject to employment on the applicable date of bonus payout, an annual target discretionary bonus of up to 40% of his annual base salary, payable at the discretion of the Board or the compensation committee. Pursuant to the Fox Agreement, Mr. Fox is also eligible for future equity grants under the Company’s long-term incentive equity program, healthcare benefits as may be provided from time to time to employees generally, to participate in the Company’s 401(k) plan, and paid time off annually in accordance with our policies in effect from time to time. The Fox Agreement also provides for an inaugural grant of 70,000 RSUs, which shall vest one-third on each anniversary of the Start Date (subject to Mr. Fox remaining employed in good standing by the Company on any applicable vesting date). Such RSUs are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in the Executive Severance Policy. Such RSUs will be granted outside of the Company’s 2018 Omnibus Equity Incentive Plan, as an inducement material to Mr. Fox’s commencement of employment pursuant to Nasdaq Listing Rule 5635(c)(4). The Fox Agreement provides that Mr. Fox is covered by our Executive Severance Policy. Additionally, Mr. Fox and the Company have entered into the Company’s standard form of indemnification agreement for directors and executive officers. The foregoing summary of the Fox Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fox Agreement, which is filed herewith as Exhibit 10.31 and is incorporated by reference herein. The representations, warranties and covenants in the Fox Agreement were made only for purposes of the Fox Agreement and as of specific dates and were solely for the benefit of the parties to the Fox Agreement. Mr Fox, age 59, has agreed to serve as the Company’s Chief Operating Officer, effective on the Start Date. From July 2023 to March 2026, Mr. Fox was the Chief Revenue Officer of ProMedTek, Inc., a privately held medical technology company. Prior to that, Mr. Fox was a rare diseases area business manager at Pfizer, Inc. from January 2019 to June 2023. Mr. Fox has held various other roles in the medical sales field. Mr Fox began his career at Pfizer, Inc. where he served in various roles from 1990 to 2009. Mr. Fox has also been a medical consultant for V-Locity Medical Consulting since October 2019. Mr. Fox received a B.S. in Animal Science from Western Illinois University. There are no arrangements or understandings between Mr. Fox and any other persons pursuant to which he will be appointed as Chief Operating Officer. There are also no family relationships between Mr. Fox and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 104 PART III Item 10. Directors, Executive Directors, Executive Officers and Corporate Governance Directors Our Board is divided into three classes, and currently has seven members, who are generally elected for a three-year term. The classification results in staggered elections, with a different class of directors standing for election every year. Vacancies on the Board may be filled only by person(s) elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including a vacancy created by an increase in the number of directors, will serve the remainder of the term of that class until the director’s successor is duly elected and qualified. Set forth below is the name, age as of March 18, 2026, and certain biographical information with respect to each of our current directors, by class. As described herein, Daniel S. Goldberger, the Company’s Chief Executive Officer resigned as a member of the Company’s Board as of March 17, 2026. In connection with Mr. Goldberger’s resignation as a member of the Company’s Board, the size of the Board was decreased by resolution of the Board from eight to seven members, effective on the date of Mr. Goldberger’s resignation from the Board. See also “ Item 9B. Other Information - Executive Officer Transition .” Class II Directors (Terms Expiring in 2026) Thomas J. Errico, M.D. Thomas J. Errico, M.D., 74, is a founder of our company and has served as a member of the Board since 2005. Dr. Errico has been a board-certified orthopedic surgeon since 1986 and currently serves as a pediatric orthopedic spine surgeon at Nicklaus Children’s Hospital. He also is an associate Professor of Orthopedic Surgery at the University of Miami School of Medicine. He previously served as the chief, Division of Spine Surgery in Orthopedics, at NYU Langone Health from 1997 until 2018. He currently serves on the board of Setting Scoliosis Straight, a nonprofit organization focused on advancing medical techniques in the treatment of spinal deformities and was an adjunct professor of the Department of Orthopedic Surgery at NYU Grossman School of Medicine. In addition, Dr. Errico is a member of the International Society for the Advancement of Spine Surgery and served as its president from 2010 to 2011. He is also an original member of the North American Spine Society and served as its president from 2003 to 2004. Dr. Errico has founded multiple companies in the healthcare industry, including Spinecore, Inc. in 2001, where he served as a director until it was sold to Stryker, Inc. in 2004. Dr. Errico was also a founding member of K2M Group Holdings, Inc. in January 2004. Dr. Errico holds a B.S. in zoology from Rutgers University and an M.D. from Rutgers Medical School, formerly the University of Medicine and Dentistry of New Jersey. The Board believes Dr. Errico is qualified to serve on the Board due to his long tenure as a practicing spine-surgeon and his leadership role with world-class medical institutions, as well as serving as a co-founder, director and investor in a number of successful early-stage healthcare companies. James C. Theofilos James C. Theofilos, 31, has been the Artificial Intelligence Capacity Go-to-Market (“GTM”) Lead at Google Cloud since October 2025. In this role, Mr. Theofilos manages and drives various business functions, including GPU and TPU allocations, Google Gemini shipments and lifecycles, as well as general availability across the globe. From October 2023 to September 2025, Mr. Theofilos was a Senior Finance Manager within the Azure and artificial intelligence division of Microsoft Corporation (“Microsoft”). In this role at Microsoft, Mr. Theofilos was the GTM Finance Lead across Microsoft’s AI Apps & Agents team, which includes all of Microsoft’s AI models, GitHub Copilot, Copilot Studio, and other products. Previously, Mr. Theofilos held various finance positions at Microsoft including his position as the Finance Lead for Microsoft’s Global Healthcare & Life Sciences Sales team, which included exposure to the Health Providers, Payors, Pharma and Med Tech industry verticals. Prior to that, Mr. Theofilos consulted as a Group Project Manager at VICI Properties Inc., a publicly traded Real Estate Investment Trust primarily engaged in the business of owning and acquiring gaming, hospitality, wellness, entertainment, and leisure destinations, based in New York City. Mr. Theofilos holds an M.S. in Finance and a B.S.B.A. in Finance from Washington University in Saint Louis. The Board believes that Mr. Theofilos’ business experience, and his knowledge of the finance and technology industries, qualify him to serve on the Board. 105 Elena Bonfiglioli Ms. Bonfiglioli, age 54, has been the Global Business Leader for Healthcare, Pharma Life Sciences of Microsoft Corporation (“Microsoft”) since January 2022. In this role, Ms. Bonfiglioli is responsible for go-to-market, commercial, pipeline development and strategic partnerships in artificial intelligence transformation across health providers, payors and life sciences’ organizations globally. Ms. Bonfiglioli has also been the Regional Business Leader for Health and Life Sciences of Microsoft’s Europe Middle East Africa (“EMEA”) region since August 2017. Previously, Ms. Bonfiglioli held other positions at Microsoft, including as Senior Director – Health Industry of the EMEA region. Since 2023, Ms. Bonfiglioli has been a member of the Drug Information Association (DIA) Pharma Advisory Council for EMEA. From time to time, Ms. Bonfiglioli has also served as an advisor to private biopharma and medtech organizations. She is on the Advisory Board of Kearney Women Health community initiative and sits in the Board of Care since July 2025. Ms. Bonfiglioli holds a master’s degree in European economics from the College of Europe, a Laurea Degree in Business and Managerial Economics from the University of Moderna, and a Licentiate Degree in applied economics from the University of Montpellier. The Board believes that Ms. Bonfiglioli’s business experience, and her knowledge of the life sciences and technology industries, qualify her to serve on the Board. Class III Directors (Terms Expiring in 2027) John P. Gandolfo John P. Gandolfo, 65, has served as a member of the Board since April 2020. He brings to the Board more than 30 years of financial leadership at both public and private companies across multiple industry sectors, including in expense control and cash flow optimization having retired in 2024 as chief financial officer of Eyenovia, Inc., a publicly held, late clinical stage biopharmaceutical company focusing on the development of ophthalmic drugs. Prior to Eyenovia, he served as chief financial officer of Xtant Medical Holdings, Inc., a publicly held orthopedic and spine medical device company with multiple operations throughout the United States from 2010 to 2017. He has served on the board of Oragenics, Inc, a development-stage company dedicated to fighting infectious diseases including coronaviruses and multidrug-resistant organisms, since September 2023. His prior healthcare-related experience includes roles as chief financial officer of Progenitor Cell Therapy LLC, Power Medical Interventions and Bioject, Inc., among others. Mr. Gandolfo’s experience also includes serving on the audit committees of the boards of multiple medical technology companies including Odyssey Health, Inc., a medical device company which he served as a director from 2019 to 2023. Mr. Gandolfo holds a B.A. in business administration from Rutgers University. The Board believes that these experiences, and his ability to serve as a financial expert on our audit committee, qualify him to serve on the Board. Thomas M. Patton Thomas M. Patton, 62, has served as a member of the Board since April 2020. He is a seasoned healthcare executive and board member with operational, financial, legal, and transactional experience, from start-ups to growth companies, both public and private. He currently is an operating partner advisor with the private equity firm SV Health Investors, is the executive chairman of the board of directors of Spineology, Inc., a privately held, therapeutic spinal fusion device corporation, and serves on the board of the Connecticut Port Authority. He also serves on the private company boards of directors of each of Packing Compliance Labs, Robling Medical, LLC and Miach Orthopedics, Inc. He was the chief executive officer and member of the board of directors of Ximedica, LLC, a private medical products outsource design and development company from August 2020 to May 2021. From 2015 to 2021, he also served on the board of Misonix, Inc., a publicly traded ultrasonic surgical tools and wound care company, and chaired that company’s audit committee, and served as president and chief executive officer of CAS Medical Systems, a publicly traded developer and distributor of patient monitoring equipment, from 2010-2019. His prior experience includes roles as co-founder and chief executive officer of QDx, Inc., a developer of unique micro-fluidic diagnostic technology, as president and chief operating officer of Novametrix Medical Systems, Inc., and as chief executive officer of Wright Medical Technology, Inc. Mr. Patton has served on more than a dozen boards of directors for both public and private medical products and services companies. Mr. Patton holds a B.A. in economics and accounting from the College of the Holy Cross and a J.D. from Georgetown University Law Center. The Board believes that Mr. Patton’s business and financial experience, as well as his medical device industry expertise and ability to serve as an “audit committee financial expert,” qualify him to serve on the Board. 106 Class I Directors (Terms Expiring in 2028) Julie A. Goldstein Julie A. Goldstein, 67, has served on the Board since March 2022 and brings more than 30 years of senior leadership experience in marketing, media, and brand development across music, television, radio, and live entertainment. She was Vice President of Marketing and Development at JIVE Records, RCA Records, and Virgin Records, and Vice President of Marketing and Sales at NewsCorp’s TV Guide Television Network, where she led major national and international marketing campaigns and contributed to RCA Records’ successful turnaround, work later featured in a Harvard Business School case study Earlier in her career, Ms. Goldstein was a founding member of the team that launched Live 105 in San Francisco, a pioneering alternative radio station. In early 2026, she was honored by the California Radio Society and the Bay Area Radio Museum and Hall of Fame with a Founding Member Legends / Lifetime Achievement recognition for her role in the station’s creation and lasting impact. She is also a Broadway producer and has received multiple industry honors, including Billboard Magazine’s Radio Promotion Director of the Year and the Bertelsmann Key Management Award. She holds a B.A. in Communications and Social Welfare from California State University, Chico. Patricia Wilber Patricia Wilber, 64, has served as a member of the Board since March 2022. Ms. Wilber has been a chief marketing officer, global business strategist, and board member who delivers organizational and cultural transformation for branding. She is a pioneer in new franchise models and branded partnerships. Ms. Wilber last served as the executive vice president, chief marketing officer, and managing director of partnerships, EMEA, the highest position in the marketing department at The Walt Disney Company from 2015 to 2018, where she drove growth for Disney’s marquee brands by leading marketing and communications for Disney, Pixar, Star Wars, and Marvel. Additionally, she established and led EMEA’s 40-country integrated marketing, franchise and partnership functions, including a major reorganization of the EMEA channels to boost growth and profitability by significantly reducing expenses. She currently serves on the board of Zapp Electric Vehicles Group Limited. She also serves on the board and is a member of the nominating and governance executive committee of Yale New Haven Hospital, a medical nonprofit organization, and chairs the nominating and governance committee, and on the patient safety committee of Yale New Haven Health System. She served on the boards of Euro Disney SCA from 2015 to 2018, Magical Cruise Company, more commonly known as the Disney Cruise Line, from 2013 to 2018, and Vibrant Emotional Health from 2022 to 2023. Ms. Wilber holds a B.A. in history from Brown University. The Board believes Ms. Wilber’s strategic marketing expertise and public company board experience qualify her to serve on the Board. 107 Demographic Background The Board is committed to having diverse individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board. The Board believes that a diverse membership with a variety of perspectives and experiences is an important feature of a well-functioning board. 108 Executive Officers Set forth below is the name, age as of March 18, 2026, and certain biographical information for our current executive officers.” See also “ Item 9B. Other Information - Executive Officer Transition .” Daniel S. Goldberger Daniel S. Goldberger, 67, has served as our Chief Executive Officer since October 2019 and was a member of the Board from such time until March 17, 2026. Mr. Goldberger served as a director of Koru Medical Systems, a manufacturer of infusion pump systems, from April 2017 until May 2022 and he served as its executive chairman from August 2017 until September 2019. From January 2018 to September 2019, Mr. Goldberger served as the chief executive officer of Synergy Disc Replacement Inc., a private company commercializing a proprietary total disc implant for cervical spine therapy. From July 2017 to September 2017, Mr. Goldberger served as interim chief executive officer of Milestone Medical, Inc. Prior to this he served as the chief executive officer of Xtant Medical Holdings, Inc. from August 2013 to January 2017. He also served on the board and as the chief executive officer of Sound Surgical Technologies LLC from April 2007 to February 2013. Mr. Goldberger has also served on the boards of Xtant Medical Holdings, Inc., Sound Surgical, Xcorporeal. Theragen, Inc., and Glucon. Mr. Goldberger earned a B.S. in mechanical engineering from The Massachusetts Institute of Technology, and a M.S. in mechanical engineering from Stanford University. Joshua S. Lev Joshua S. Lev, 41, has served as our Chief Financial Officer since October 2024. Effective April 1, 2026, Mr. Lev is expected to also become Interim President. Mr. Lev served as the Chief Strategy Officer from January 2022 through October 2024, previously having served as Vice President of Business Development, Strategy and Financial Planning since February 2020. Prior to joining the Company, Mr. Lev had over 15 years of experience in the financial services industry as an investment banker and investor focusing on emerging growth companies. From 2011 to February 2020, Mr. Lev served as Director of Business Development at Wellfleet Partners, Inc. focusing on capital raising, M&A, strategic transactions and institutional client relations. From March 2014 through February 2020, he was also a co-founder of Aracle Capital, LLC, an investment firm with a focus on early-stage and emerging-growth companies. Mr. Lev received an M.B.A. from the University of North Carolina’s Kenan-Flagler Business School and a B.S. in Business & Management from the Sy Syms School of Business at Yeshiva University. Executive officers serve at the pleasure of our Board of Directors. Corporate Governance Board Operating and Governance Guidelines We have adopted Corporate Governance Guidelines to ensure that the Board has the necessary authority and practices in place to review and evaluate our business operations as needed and can make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, are available on our website at www.electrocore.com. Board Leadership Structure The Board has an independent chairman, Dr. Errico, who has authority, among other things, to call and preside over the Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chairman has substantial ability to shape the work of the Board. We believe that separation of the positions of Board Chairman and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of us. In addition, we believe that having an independent Board Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of our company and our stockholders. As a result, we believe that having an independent Board Chairman enhances the effectiveness of the Board as a whole. There are no family relationships among any of our directors and executive officers nor have any of our executive officers or key employees been involved in a legal proceeding that would be required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act. Role of the Board In Risk Oversight One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for considering and discussing our major financial risk exposures and our risk assessment and risk management policies (including those related to data privacy, data security and cybersecurity). Our audit committee also periodically reviews the general process for the oversight of risk management by the Board. 109 The nominating and governance committee monitors compliance with legal and regulatory requirements and the effectiveness of tour corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our nominating and governance committee is responsible for overseeing key aspects of our general risk management efforts, including the allocation of risk management functions among the Board and its committees. Our compensation committee is responsible for assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Meetings of the Board Of Directors The Board met seven times during 2025. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committee(s) on which he or she served during the portion of 2025 for which he or she was a director or committee member. Nasdaq rules require that the non-management directors of the board meet at regularly scheduled executive sessions, without management present, in order to empower the non-management directors to serve as a more effective check on management. During 2025, our non-management directors met in executive session, without management present, at the end of regularly scheduled board meetings or during scheduled executive session calls. Through his departure from the Board in September 2025, Mr. F. Peter Cuneo our then Board Chairman, presided over the executive sessions. Since assuming the position of Board Chairman in September 2025, Dr. Errico presided over the executive sessions. Nominating and Governance Committee Our nominating and governance committee currently consists of three directors, Dr. Errico, Ms. Goldstein, and Ms. Wilber. Dr. Errico is the chairman of the nominating and governance committee. In the opinion of the Board, the composition of our nominating and governance committee satisfies the applicable independence requirements under, and the functioning of our nominating and governance committee complies with the applicable requirements of Nasdaq. The Board also believes that each member of our nominating and governance committee satisfies the applicable independence requirements of Nasdaq. We will continue to evaluate and will comply with all future requirements applicable to our nominating and governance committee. The nominating and governance committee’s responsibilities include: ● annually reviewing the list of director selection criteria contained in our corporate governance guidelines, and making recommendations to the Board regarding necessary or appropriate changes thereto; ● identifying, reviewing and evaluating candidates, including candidates submitted by stockholders, for election to the Board and recommending to the Board (i) nominees to fill vacancies or new positions on the Board and (ii) the slate of nominees to stand for election by our stockholders at each annual meeting of stockholders; ● annually recommending to the Board (i) the assignment of directors to serve on each committee; (ii) the chairman of each committee and (iii) the chairman of the Board or lead independent director, as appropriate; developing, recommending, overseeing the implementation of and monitoring compliance with, our corporate governance guidelines, and periodically reviewing and recommending any necessary or appropriate changes thereto; reviewing the adequacy of our certificate of incorporation and bylaws and recommending to the Board, as conditions dictate, amendments for consideration by the stockholders; and such other matters as directed by the Board. 110 The nominating and governance committee believes that candidates for director should have certain minimum qualifications, which are described in our Corporate Governance Guidelines. The nominating and governance committee also takes these minimum qualifications into account in identifying and evaluating director nominees, including nominees validly recommended by stockholders in accordance with applicable law and the provisions of our bylaws. In identifying director nominees, the nominating and governance committee strives for a diverse mix of backgrounds and expertise that enhances the ability of the directors collectively to understand the issues facing us and to fulfill the responsibilities of the Board and its committees. Compensation Committee Our compensation committee reviews and determines the compensation of our executive officers. Our compensation committee currently consists of three directors, Dr. Errico, Mr. Gandolfo and Ms. Goldstein, each of whom is a non-employee member of the Board as defined in Rule 16b-3 under the Exchange Act. Mr. Gandolfo is the chairman of the compensation committee. The Board is of the opinion that the composition and functioning of our compensation committee satisfies the applicable independence and other applicable requirements of Nasdaq and SEC rules and regulations. We intend to continue to evaluate and comply with the requirements applicable to our compensation committee. The principal duties and responsibilities of our compensation committee include: ● establishing, approving, and making recommendations to the Board regarding performance goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives and recommending to the full Board for approval, the chief executive officer’s compensation, including incentive-based and equity-based compensation, based on that evaluation; ● setting the compensation of our other executive officers, based in part on recommendations of the chief executive officer; ● reviewing, approving, and making recommendations to the Board regarding employment agreements, severance arrangements and change of control agreements for the Chief Executive Officer and other executive officers, as appropriate; ● exercising administrative authority under our stock plans and employee benefit plans; ● establishing policies and making recommendations to the Board regarding director compensation; ● review, approve and oversee the policies and procedures in connection with any compensation clawback policy; ● reviewing compensation plans, programs and policies; and ● handling other matters that are specifically delegated to the compensation committee by the Board from time to time. The compensation committee meets regularly in executive session without management present. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in compensation committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his compensation or individual performance objectives. The charter of the compensation committee grants the compensation committee the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it will deem appropriate. In addition, under its charter, the compensation committee has the authority to select, retain and terminate, at our expense, advice and assistance from any consultants, independent legal counsel or other advisors. 111 The compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the compensation committee by the Chief Executive Officer with respect to individual employee performance. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the compensation committee with input from other independent Board members, which recommends to the Board any adjustments to his compensation as well as awards to be granted as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director share ownership information, stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of a compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant, or otherwise considered by the Committee, to be comparable to us. During the year ended December 31, 2025, and 2024, the compensation committee in its discretion did not engage a compensation consultant. Audit Committee Our audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our audit committee currently consists of four directors, Mr. Gandolfo, Mr. Patton, Ms. Wilber and Mr. Theofilos. Mr. Patton is the chairman of the audit committee, and it is the opinion of the Board that Mr. Gandolfo and Mr. Patton are each an “audit committee financial expert” as defined by SEC rules and regulations. The Board has determined that each of the members of our audit committee is independent under Nasdaq listing rules and under Rule 10A-3 under the Exchange Act. We intend to continue to evaluate and comply with the requirements applicable to the audit committee. The principal duties and responsibilities of our audit committee include: ● appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm their independence from management and us; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm and related fees; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal control or auditing matters; ● reviewing our code of business conduct and ethics and recommending any changes to the Board; ● reviewing and approving certain related party transactions; and ● discussing our major financial risk exposures (including those related to data privacy, cybersecurity data security and network security) and management’s program to monitor, assess and control such exposures, including our risk assessment and risk management policies. 112 Information Regarding Committees of the Board of Directors The Board has three committees: an audit committee, a compensation committee and a nominating and governance committee. The following table provides membership and meeting information for 2025 for each of the Board committees. Name Audit Committee Compensation Committee Nominating and Governance Committee Thomas J. Errico, M.D. X X* John P. Gandolfo X X* Julie Goldstein X X Thomas M. Patton X* Charles S. Theofilos, M.D. (1) X X Patricia Wilber X X James C. Theofilos X Number of meetings in 2025 6 5 5 *Committee Chair (1) Dr. Theofilos resigned from the Board on February 24, 2025. Director Nominating Procedures The Nominating and Governance Committee assists our Board in identifying director nominees consistent with criteria established by our Board. Although the Nominating and Governance Committee does not currently have a specific policy with regard to consideration of director candidates validly recommended by stockholders, the Board and the Nominating and Governance Committee believe that the Nominating and Governance Committee generally would provide valid recommendations for the same consideration as other candidates. Any recommendation submitted by a stockholder to the Nominating and Governance Committee should include information relating to each of the qualifications outlined below concerning the potential candidate along with the other information required by the rules of the SEC, our Bylaws for stockholder nominations, and the Corporate Governance Guidelines available on our website. Generally, nominees for director are identified and suggested to the Nominating and Governance Committee by our current directors or management using their business networks and evaluation criteria they deem important, which may or may not include diversity. While we do not have a specific policy regarding diversity and have not established minimum experience or diversity qualifications for director candidates, when considering the nomination of directors, the Nominating and Governance Committee does generally consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. We do not impose any term limits on our directors. Effective as of November 13, 2024, the Board approved and adopted our second amended and restated bylaws, which amend certain of the provisions of Article III, Sections 5(B)(1), (B)(4), (B)(5), (F), and (G). Among other things, the amendments (i) address provisions of the universal proxy rules adopted by the SEC, by clarifying that to comply with such rules, stockholders who intend to solicit proxies in support of a director nominee other than the Board’s nominees must provide a notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act, including with respect to applicable notice and solicitation requirements, and that we shall disregard any proxies or votes solicited for such stockholder’s nominee(s) by any such stockholder who fails to comply with Rule 14a-19; (ii) specify the process and disclosure requirements for a stockholder submitting notice of a director nomination with respect to, among other things, (x) the dates of first contact between the proposed director and the stockholder nominee; (y) known financial supporters of the proposed director; and (z) a form of questionnaire and form of nominee’s representation and agreement that must be delivered to us and requiring that such items, completed by the nominee, be delivered to us along with such notice of a director nomination; and (iii) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white. 113 The foregoing summary is qualified in its entirety by reference to the text of the second amended and restated bylaws filed as Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2024, as filed with the SEC on November 13, 2024. Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to it and written representations that no other reports were required, during the fiscal year ended December 31, 2024, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with. Stockholder Communications With The Board Of Directors Any interested party may communicate in writing with any particular director, including our chairman, any committee of the Board, or the directors as a group, by sending such written communication to our Corporate Secretary at our principal executive offices at 200 Forge Way, Suite 205, Rockaway, NJ 07866. Copies of written communications received at such address will be provided to the Board or the relevant director unless such communications are considered, in the reasonable judgment of our Corporate Secretary, to be of a purely marketing nature or inappropriate for submission to the intended recipient(s). The Corporate Secretary or his designee may analyze and prepare a response to the information contained in communications received and may deliver a copy of the communication to other Company staff members or agents who are responsible for analyzing or responding to complaints or requests. Communications concerning potential director nominees submitted by any of our stockholders will be forwarded to the chairman of the nominating and governance committee. Code Of Business Conduct And Ethics For Employees, Executive Officers And Directors We have adopted a Code of Business Conduct and Ethics, (the “Code of Conduct”) applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website athttps://investor.electrocore.com/static-files/363fd3ef-5be2-418c-89cd-30bb215b37ca. The audit committee of the Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website. A copy of the Code of Conduct may be provided to any person without charge upon written request to: electroCore, Inc., Attn: Corporate Secretary, 200 Forge Way, Suite 205, Rockaway, NJ 07866. Item 11. Executive Compensation Named Executive Officers Summary Compensation Table The Company is currently subject to the scaled reporting rules of the SEC applicable to smaller reporting companies. The following section and notes describe, under such scaled reporting rules, information for the fiscal years ended December 31, 2025 and 2024, concerning the compensation awarded to, earned by or paid to: (i) our principal executive officer during the fiscal year ended December 31, 2025, and (ii) the most highly compensated executive officer, other than the principal executive officer, during the fiscal year ended December 31, 2025 (collectively, the “NEOs”). Our only executive officers are our Chief Executive Officer (the “CEO”) and our Chief Financial Officer. 114 Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($)(1) Stock Awards ($)(2) Non-equity incentive plan compensation ($) All Other Compensation ($)(3) Total ($) Daniel S. Goldberger 2025 668,708 152,198 788,198 - 27,583 1,636,687 Chief Executive Officer (4) 2024 631,071 473,250 486,000 - 28,264 1,618,585 Joshua S. Lev 2025 415,000 86,320 178,580 - 27,580 707,480 Chief Financial Officer 2024 408,165 170,000 98,720 - 26,937 703,822 (1 ) Bonuses in this column represent discretionary cash bonuses approved by the Board and/or compensation committee of the Board for 2025 or 2024, as applicable. (2 ) Stock awards in this column include RSUs granted in January 2025 and discretionary stock bonuses approved by the Board and/or compensation committee of the Board for 2025. (3 ) These amounts consist of payments of health care premiums, contributions to health savings accounts, and employer 401(k) contributions. (4) As described herein, as of March 17, 2026, Mr. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026. See also “ Item 9B. Other Information - Executive Officer Transition .” Executive Compensation Philosophy We review compensation annually for all employees, including our NEOs. Our compensation philosophy is centered around two key tenets: (1) building long-term value for our stockholders, and (2) driving employee engagement. To that end, our executive compensation program is grounded in the following principles: ● Attraction Engagement: Enable us to attract highly-talented people with exceptional leadership capabilities and engage high-caliber talent. ● Competitiveness: Provide total compensation opportunity levels that are competitive with those being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent. ● Stockholder Alignment: Deliver majority of compensation through pay elements that are designed to create long-term value for our stockholders, as well as foster a culture of ownership. The Decision-Making Process In establishing NEO compensation (base salaries, bonuses and annual equity incentive awards), we consider the following: ● the relative importance of each NEO’s role and responsibilities; ● how the NEO has performed relative to these roles and responsibilities; ● overall company performance; and ● compensation for comparable positions in the market (as defined by a combination of identified industry comparables and industry/size-specific survey data). The compensation committee oversees the executive compensation program for our NEOs. The committee may work closely with an independent consultant and management to examine the effectiveness of our executive compensation program throughout the year and seeks to ensure that the executive compensation program supports our business goals and aligns with stockholder interests. 115 Our compensation committee is responsible for the review and approval of compensation for all executive officers other than the CEO. Our compensation committee typically reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO. For the CEO, the compensation committee reviews and recommends to the Board for approval annual compensation elements, including bonus targets and associated performance goals. Based on those discussions and after receiving recommendations from the compensation committee, the Board, in its discretion and without members of management participating, ultimately sets compensation for the CEO. Clawback Policy We recently adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K. The policy generally provides that we will seek to recover any incentive-based compensation erroneously awarded to any current or former executive officer due to material noncompliance with any financial reporting requirement under the securities laws during the three completed fiscal years immediately preceding the date we determine that an accounting restatement is required. Annual Base Salary For 2024, Mr. Goldberger received a base salary of $631,071 per annum, which was increased to $669,000 for 2025 and $685,725 for 2026. As described herein, as of March 17, 2026, Mr. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026. See also “ Item 9B. Other Information - Executive Officer Transition .” For 2024, Mr. Lev received a base salary of $408,165 per annum. Effective as of October 4, 2024, Mr. Lev receives a base salary of $415,000 per annum which he received through 2025. Mr. Lev’s base salary was increased to $433,675 for 2026 , which was further increased to $470,000 in connection with him becoming Interim President effective April 1, 2026. See also “Item 9B. Other Information – Executive Officer Transition.” Annual Bonus We offer our NEOs the opportunity to earn annual discretionary bonuses, as determined by the Board or the compensation committee annually at their discretion. The CEO makes recommendations to the compensation committee regarding annual bonus payouts for the executive officers including our other NEO and the CEO’s other direct reports. With respect to the CEO’s bonus, the compensation committee makes a recommendation to the Board, both of which act without the participation of management including the CEO as to his own salary, bonus, and equity incentive decisions. For 2025, annual bonuses were based on such factors as the Board and the compensation committee deemed appropriate, including peer group data considered appropriate by the compensation committee and a variety of individual and company priorities, objectives and achievements relating to 2025, as well as the individual NEOs’ performance as it related to their areas of responsibility. Long-Term Incentives Our equity-based incentive awards are designed to align our interests with those of our employees and consultants, including our executive officers. Our compensation committee is responsible for approving equity grants for executive officers other than the CEO. As noted above, CEO and CFO equity awards are recommended by the compensation committee for approval by the Board. Our executives generally are awarded an initial new hire grant upon commencement of employment. Following our initial public offering, all employee equity awards have been granted pursuant to the 2018 Omnibus Equity Incentive Plan (the “2018 Plan”), or from time to time pursuant to inducement grants outside of the 2018 Plan under Nasdaq Listing Rule 5635(c)(4). All options are granted pursuant to the 2018 Plan, or from time to time pursuant to inducement grants outside of the 2018 Plan under Nasdaq Listing Rule 5635(c)(4) with a per share exercise price equal to no less than the closing price of the common stock on the Nasdaq Stock Market on or immediately prior to the date of grant. Our equity grants to employees generally vest over a three- or four-year period. 116 Equity Compensation On January 18, 2025, Mr. Goldberger received an incentive award of 40,000 restricted stock units. One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. On January 26, 2026, Mr. Goldberger received an incentive award of 26,000 restricted stock units. One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Goldberger’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. In addition, on January 26, 2026, a portion of Mr. Goldberger’s 2025 discretionary bonus was paid through issuance to him of 20,375 shares of common stock. On January 15, 2025, Mr. Lev received an incentive award of 10,000 restricted stock units. One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Lev’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. On January 26, 2026, Mr. Lev received an incentive award of 25,000 restricted stock units. One-third of the underlying shares of common stock vest on each of the first, second, and third anniversaries of the date of grant, subject to Mr. Lev’s continued employment with us through the applicable vesting dates, and which restricted stock units are also subject to potential acceleration of vesting upon a double-trigger change in control as defined in our Executive Severance Policy. In addition, on January 26, 2026, a portion of Mr. Lev’s 2025 discretionary bonus was paid through issuance to him of 2,889 shares of common stock. In connection with his appointment to Interim President effective April 1, 2026, Mr. Lev was awarded 45,000 RSUs that will vest on December 31, 2026, subject to Mr. Lev’s continued employment through such date. See also “Item 9B. Other Information – Executive Officer Transition.” Other Compensation and Benefits Our NEOs are eligible to participate in our employee benefit plans and programs, including medical and dental benefits and flexible spending accounts, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We also sponsor a 401(k) defined contribution plan in which NEOs may participate, subject to limits imposed by the Internal Revenue Code, to the same extent as its other full-time employees. Retirement Policy Our voluntary retirement policy provides eligible employees a one-time lump cash payment equal to one week of pay for each year of service to the Company as well as other benefits including potential acceleration of stock-based compensation. To be eligible for our retirement policy, an employee must attain a minimum age of 60 years old and eight minimum years of continuous service to our company. Employment Agreements Our current executive officers are not party to employment agreements with a fixed term. They are employed on an at-will basis, subject to the terms of (i) their respective employment offer letters, and (ii) the Executive Severance Policy described below. Daniel S. Goldberger Pursuant to his employment offer letter (the “Goldberger Agreement”), Mr. Goldberger was paid an annual base salary of $669,000 for 2025, which was increased to $685,725 for 2026. In addition, Mr. Goldberger is entitled to receive, subject to employment by us on the applicable date of bonus payout, an annual target discretionary bonus, payable at the discretion of the Board. In January 2025, on the recommendation of the compensation committee, Mr. Goldberger’s target discretionary bonus opportunity for 2025 was adjusted to be 70% of his base salary with an additional 5% increase to be based upon the corporation achieving cash flow breakeven in the second half of 2025, which was not met. For 2026, Mr. Goldberger’s target discretionary bonus opportunity was to have been 75% of his base salary. Pursuant to the Goldberger Agreement, Mr. Goldberger was also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our policies in effect from time to time. As described herein, as of March 17, 2026, Mr. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026. See also “ Item 9B. Other Information - Executive Officer Transition .” 117 Joshua S. Lev Pursuant to his amended employment offer letter (the “Lev Agreement”), effective October 4, 2024, Mr. Lev’s annual base salary was adjusted to $415,000, which was increased to $433,675 for 2026. In addition, Mr. Lev is entitled to receive, subject to employment on the applicable date of bonus payout, an annual target discretionary bonus of 40% of his annual base salary, payable at the discretion of the Board or the compensation committee. Pursuant to the Lev Agreement, Mr. Lev is also eligible to receive healthcare benefits as may be provided from time to time by us to our employees generally, to participate in our 401(k) plan and to receive paid time off annually in accordance with our policies in effect from time to time. Outstanding Equity Awards at the End of 2025 The following table provides information about outstanding options, units and stock awards issued by us that were held by each of our NEOs as of December 31, 2025. None of our NEOs held any other equity awards from the Company as of December 31, 2025. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Award Grant Date Option Expiration Date Award Grant Date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) (1) Daniel S. Goldberger (2) - - - - - 8/4/2023 16,667 $ 74,835 - - - - - 1/16/2024 50,000 224,500 - - - - - 1/18/2025 40,000 179,600 Joshua S. Lev 6,666 - 11.55 1/14/2022 1/14/2032 - - - 13,333 6,667 4.5 7/31/2023 7/30/2033 - - - - - 1/12/2024 10,667 47,895 - - 1/15/2025 10,000 44,900 (1) Value in this column is based on the closing price of our common stock on Nasdaq on the last business day of fiscal 2025 ($4.49). (2) As described herein, as of March 17, 2026, Mr. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective on April 1, 2026. See also “ Item 9B. Other Information - Executive Officer Transition .” Equity Compensation Policy While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the Compensation Committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately the same time each year, typically in close proximity to the first regularly scheduled meeting of our Compensation Committee each fiscal year. In addition, non-employee directors receive automatic grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to our Non-Employee Director Compensation Policy, as further described under “Item 11. Executive Compensation – Director Compensation.” Option grants generally are effective on the date the award determination is made by the Compensation Committee or the Board, as the case may be, and the exercise price of options is typically based upon the Fair Market Value of our common stock as defined in our 2018 Plan. 118 For additional information, see our Non-Employee Director Compensation Policy, which is included as an exhibit to our Registration Statement on Form S-1, filed with the SEC on August 23, 2023. See also the 2018 Plan, which is included as an exhibit to our Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 3, 2023. During the fiscal year ended December 31, 2025, we did not award any equity awards to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report. Potential Payments upon Termination or Change in Control Under our Executive Severance Policy, if we terminate an eligible member of our senior management team without “cause” or if the executive resigns for “good reason” (as those terms are defined below), we will provide the following severance benefits: (i) severance payment in an amount equal to six months of base salary (or (a) one year of base salary in the case of our Chief Executive Officer and Chief Financial Officer and (b) target bonus for the year in which the executive’s termination of employment occurred in the case of the Chief Executive Officer) payable in equal installments over the six-month or one-year period, as applicable, (ii) the accrued but unpaid annual incentive bonus, if any, for the year ended prior to the executive’s termination of employment payable at the same time such annual bonuses for such year to other members of the senior management team, (iii) an annual incentive bonus, if any, for the year in which the executive’s termination of employment occurred based on actual performance and pro-rated for the period of employment during such year through the executive’s termination of employment; provided that no such pro-rated bonus shall be payable unless the period of employment during such year exceeds six months and which will be payable at the same time annual incentive bonuses for such year are paid to other members of the senior management team, and (iv) reimbursement of COBRA premiums for group health continuation coverage paid by the terminated executive for the duration of the “severance period” (as defined below). If the termination without cause or resignation for good reason occurs within two years after a “change in control” we will provide the following severance benefits in lieu of the benefits provided in the previous sentence: (i) a lump sum severance payment in an amount equal to one year of base salary (or one and one-half (1.5) years of the sum of base salary and target bonus in the case of our Chief Executive Officer), and (ii) reimbursement of COBRA premiums for group health continuation coverage paid by the terminated executive for the duration of the severance period, and (iii) acceleration of vesting for all outstanding equity compensation and an extension of the period of time to exercise outstanding stock options and stock appreciation rights until the earlier of 150 days following the executive’s termination of employment or the original expiration date for such options or stock appreciation rights. For purposes of the Executive Severance Policy, “cause” means any of the following: (a) the executive’s willful failure to fulfill, in any material respect, his or her duties and responsibilities to us (other than by reason of death, illness or disability); (b) the executive’s willful misconduct, gross negligence or willful acts of personal dishonesty in the performance of his or her duties to us that directly, materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; (c) the conviction of, or plea of nolo contendere by, the executive to, a felony or a crime involving moral turpitude that materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; (d) the executive’s commission of fraud or embezzlement against us; (e) the executive’s willful or intentional violation of any lawful policy that directly, materially and demonstrably impairs or damages our property, goodwill, reputation, business or finances; or (f) the executive’s breach of the terms of any confidentiality and assignment agreement, which contains restrictive covenants in favor of us. For purposes of the Executive Severance Policy “good reason” means any of the following (a) any material reduction in the executives base annual compensation prior to a “change in control”; provided, however, that a reduction in the executives base annual compensation will not constitute “good reason” if we reduce the annual base compensation of all participants in the Executive Severance Policy on a substantially equivalent basis; (b) any material reduction in the executive’s base annual compensation during the period commencing on or after a “change in control” and ending on the second anniversary of a “change in control”; (c) any material diminution in the executive’s authority, duties, offices, title or responsibilities; or (d) a transfer of executive’s principal place of employment to a location that is more than 30 miles from the executive’s then current principal place of employment. 119 For purposes of the Executive Severance Policy, “severance period” means the number of months set forth in the table below based on the executive’s employment position at the time of his involuntary termination of employment that results in the executive’s termination for “good reason”: Severance Period Employment Position Prior to a Change in Control or on or After the Second Anniversary of a Change in Control Two-Year Period After a Change in Control CEO: 12 months 18 months All Other Participants: 6 months 12 months In connection with the appointment of Mr. Lev as Chief Financial Officer effective October 2024, we agreed to increase (i) the severance period for Mr. Lev under the Executive Severance Policy from six months to 12 months, and (ii) the Severance Multiple (as defined in the Executive Severance Policy) payable to Mr. Lev from 0.5 to 1.0. Securities Authorized for Issuance Under Equity Compensation Plans The following table shows information regarding our equity compensation plans as of December 31, 2025. Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders 1,073,352 $ 32.56 255,179 Equity compensation plans not approved by security holders 20,000 - - Total 1,093,352 $ 32.56 255,179 In accordance with the terms of the 2018 Plan, effective January 1, 2026, the Board increased the number of shares available for issuance under the 2018 Plan increased by 459,078 shares of common stock, which was an amount equal to approximately 4% of the shares of common stock outstanding on a fully diluted basis as of December 31, 2025. From time to time, the Company may issue inducement grants outside of the 2018 Plan under Nasdaq Listing Rule 5635(c)(4). 120 Director Compensation Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Annual Director Cash Compensation We pay each of our non-employee directors a cash retainer for service on the Board. Effective October 1, 2023, the retainers payable to non-employee directors for service on the Board and for service on each standing committee of the Board on which the director is a member became as follows: Annual Board Service Retainer All non-employee directors (other than the Chairman of the Board) $ 50,000 Non-executive Chairman of the Board $ 80,000 Annual Committee Chair Service Retainer Chair of the Audit Committee $ 20,000 Chair of the Compensation Committee $ 15,000 Chair of the Nominating & Governance Committee $ 10,000 Annual Committee Member Retainer (other than Committee Chair) Audit Committee $ 10,000 Compensation Committee $ 7,500 Nominating and Governance Committee $ 5,000 These retainers are payable in quarterly installments on the 15 th day of the second month of each calendar quarter, provided that no payment will be made to any director who is no longer serving as a non-employee member of the Board on the relevant payment date. Each member of the Board is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which he or she serves. Annual Director Equity Compensation All non-employee director equity compensation set forth below is granted under the 2018 Plan. All stock options granted under this plan and the Non-Employee Director Compensation Policy are nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the 2018 Plan) of the underlying shares of common stock on the date of grant, and a term of 10 years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the 2018 Plan). Initial Equity Grant Under the Non-Employee Director Compensation Policy each new non-employee director receives an inaugural equity grant valued at $150,000. The inaugural grants vest in equal monthly increments over a three-year period from the grant date (subject to earlier vesting in the case of a change of control as defined in the 2018 Plan). James C. Theofilos and Elena Bonfiglioli received an initial equity award under the Non-Employee Director Compensation Policy in 2025. 121 Annual Equity Grant On September 2, 2025, the date of our last annual meeting of stockholders, the Board approved annual equity awards valued at $140,000 to the Chairman of the Board, and $100,000 to each of the other five continuing non-employee directors. All such annual awards vest in 12 equal monthly installments on the next annual meeting of stockholders, subject to earlier vesting in the case of a change of control (as defined in the 2018 Plan). Summary Compensation Table The following table shows certain information with respect to the compensation of all our non-employee directors for the fiscal year ended December 31, 2025. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1)(2) All Other Compensation ($) Total ($) Elena Bonfiglioli (3) 12,500 149,996 - 162,496 F. Peter Cuneo (4) 60,000 - - 60,000 Thomas J. Errico, M.D. (5) 75,000 139,995 - 214,995 John P. Gandolfo (5) 75,000 99,998 - 174,998 Julie A. Goldstein 62,500 99,998 - 162,498 Thomas M. Patton (5) 70,000 99,998 - 169,998 Charles S. Theofilos, M.D. (4) 15,625 - - 15,625 James C. Theofilos (3) 30,000 149,996 179,996 Patricia Wilber (5) 65,000 99,998 - 164,998 (1) Represents the grant date fair value of (i) annual equity awards, granted on September 2, 2025, of 19,011 shares to John P. Gandolfo, Thomas M. Patton, Charles S. Theofilos, M.D., and Patricia Wilber, and 26,615 shares to Dr. Errico., (ii) an inaugural equity award, granted on August 1, 2025, of 22,156 shares to James C. Theofilos (iii) an inaugural equity award, granted on September 10, 2025, of 30,549 shares to Elena Bonfiglioli. The awards were granted as either RSUs or deferred stock units (“DSUs”). Amounts in this column do not reflect the actual economic value that may be realized by the applicable non-employee director. (2) Amounts in this column do not reflect the actual economic value that may be realized by the applicable non-employee director. (3) Inaugural equity awards vest in 12 equal quarterly installments over a period of 36 months from the grant date, subject to the grantee’s continued service to us on the applicable vesting date and earlier vesting upon a change of control of our Company. (4) Mr. Cuneo served as the Chairman of the Board until the 2025 annual meeting of stockholders on September 2, 2025, at which he did not stand for reelection. Dr. Theofilos resigned from the Board on February 24, 2025. (5) Annual equity awards vest in 12 equal monthly installments from the grant date, provided that such grants shall become fully vested on (i) the one-year anniversary of the grant date and (ii) the close of business one business day prior to our next annual stockholder meeting following the grant date, whichever is earlier, subject to the grantee’s continued service to us on the applicable vesting date and earlier vesting upon a change of control of our Company. 122 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the beneficial ownership of our shares of common stock as of March 13, 2026 for: ● each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of its shares of common stock; ● each of our named executive officers; ● each of our directors; and ● all of our current executive officers and directors as a group. The percentage ownership information is based upon 8,083,558 of common stock outstanding as of March 13, 2026. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options, restricted and deferred stock units, restricted stock awards or warrants that were outstanding on March 13, 2026, and which are exercisable on or before May 12, 2026, which is 60 days after March 13, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options, restricted and deferred stock units, restricted stock awards or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o electroCore, Inc., 200 Forge Way, Suite 205, Rockaway, NJ 07866. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned Principal Stockholders: AMW Investment Company, Inc. (1) 509,100 5.9 % Charles S. Theofilos, M.D.; Kathryn Theofilos; and Happy Holstein Management, LLC. (2) 820,744 9.9 % Hilve Holdings Ltd. (3) 432,000 5.3 % Zhang Tianyi (4) 734,638 9.1 % Named Executive Officers and Directors: Elena Bonfiglioli (5) 5,092 * F. Peter Cuneo (6) 161,501 2.0 % Thomas J. Errico, M.D. (7) 355,215 4.3 % John P. Gandolfo (8) 81,761 1.0 % Daniel S. Goldberger (9) 251,020 3.1 % Julie A. Goldstein (10) 161,731 2.0 % Thomas M. Patton (11) 105,819 1.3 % Joshua S. Lev (12) 32,555 * James C. Theofilos (13) 6,930 * Patricia Wilber (14) 69,453 * Directors and named executive officers as a group (9 persons) 1,048,429 12.3 % *Denotes less than one percent. 123 1. Based on a Schedule 13G/A filed with the SEC on November 13, 2025. Represents 509,100 shares of common stock beneficially owned by AWM Investment Company, Inc., a Delaware corporation (“AWM”), as the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (“Cayman”), and Special Situations Fund III QP, L.P., a Delaware limited partnership (“SSFQP” and, together with Cayman, SSFQP and the “AWM Funds”). David M. Greenhouse and Adam C. Stettner are the principal owners of AWM. Through their control of AWM, Messrs. Greenhouse and Stettner share voting and investment control over the portfolio securities of each of the AWM Funds. Includes 509,100 shares of common stock underlying warrants. AWM is subject to a 9.99% beneficial ownership limitation. The amounts set forth in the table above give effect to such beneficial ownership limitations. The address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, New York, 10022. 2. Based on a Schedule 13G/A filed with the SEC on July 9, 2025. Represents 757,044 shares of common stock beneficially owned by Charles S. Theofilos, M.D.; Kathryn Theofilos; and Happy Holstein Management, LLC (“HH Management”) as a group. Includes (i) 358,557 shares of common stock held directly by Dr. Theofilos, (ii) 85,973 shares of common stock held in a joint account between Dr. Theofilos and his wife, Kathryn Theofilos, (iii) 153,168 shares of common stock held by Happy Holstein, LLLP, of which HH Management is the general partner, of which Kathryn Theofilos is the manager, (iv) 790 shares of common stock held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos is the manager, (v) 150,000 shares of common stock issuable upon exercise of presently exercisable warrants held by HH Management, and (vi) 8,556 shares of common stock held by Kathryn Theofilos. Excludes 1,401,777 shares of common stock issuable upon exercise of warrants held by HH Management due to a 9.99% beneficial ownership limitation. 3. Based on a Schedule 13G filed with the SEC on September 8, 2025. 4. Based on a Schedule 13G filed with the SEC on June 5, 2025. 5. Represents 5,092 shares of common stock. 6. Represents 8,497 shares of common stock, 150,172 options to purchase common stock and 2,832 warrants to purchase shares of common stock. 7. Represents 217,051 shares of common stock held directly by Dr. Errico, 1,296 shares of common stock held directly by a trust for the benefit of Dr. Errico’s family members and 11,000 shares owned by a trust for the benefit of Dr. Errico; 14,016 options to purchase shares of common stock; 69,797 deferred stock units; and 42,055 warrants to purchase shares of common stock held directly by Dr. Errico. 8. Represents 4,066 shares of common stock and 77,695 deferred stock units. 9. Represents 206,273 shares of common stock and 44,747 warrants to purchase shares of common stock. As described herein, as of March 17, 2026, Mr. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective April 1, 2026. Mr. Goldberger also resigned as a member of the Company’s Board, as of March 17, 2026. See also “ Item 9B. Other Information - Executive Officer Transition .” 10. Represents 72,376 shares of common stock, 45,834 options to purchase common stock, 22,674 deferred stock units and 20,847 warrants to purchase shares of common stock. 11. Represents 31,717 shares of common stock, 64,728 deferred stock units, and 9,374 warrants to purchase common stock. 12. Represents 3,889 shares of common stock, 19,999 options to purchase shares of common stock, and 8,667 restricted stock units. 13. Represents 5,084 shares of common stock and 1,846 restricted stock units. 14. Represents 53,314 shares of common stock, 12,674 restricted stock units and 3,465 warrants to purchase common stock. Item 13. Certain Relationships and Related Transactions, and Director Independence Independence Of The Board Of Directors The common stock is listed on the Nasdaq Capital Market. Under Nasdaq rules, independent directors must comprise a majority of our board of directors. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 124 The Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the Board has determined that each of our directors are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, the Board has reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and its management, including the beneficial ownership of Company capital stock by each non-employee director, any relevant family relationships, and transactions involving directors, including those described in the section entitled “Certain Related Party Transactions.” Related-Person Transactions Policy And Procedures We have adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners of 5% or more of any class of our voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest. Under the policy, related person transactions with the scope of the policy must be reviewed and approved by our audit committee. In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances including, but not limited to: ● the related person’s interest in the related person transaction; ● the approximate dollar value of the amount involved in the related person transaction; ● the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; ● whether the transaction was undertaken in the ordinary course of business; ● whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party; ● the purpose of, and the potential benefits to us of, the transaction; and ● any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The review, approval or ratification of a transaction, arrangement or relationship pursuant to the Related Party Transaction Policy does not necessarily imply that such transaction, arrangement or relationship is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the SEC. Insider Trading Policy and Employee, Officer and Director Hedging We have adopted a written insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The insider trading policy prohibits subject individuals from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. 125 A copy of our insider trading policy (including our guidelines regarding 10b5-1 trading plans) is filed as Exhibit 19.1 to this Annual Report. Certain Related Party Transactions Except for the transactions described in this section, there have been no transactions since January 1, 2024 involving an amount in excess of $120,000 to which we have been a participant and in which any of its directors, executive officers or holders of more than 5% of its share capital, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation” and “Director Compensation.” In 2023, an executive of the Company co-founded the Vagus Nerve Society, a society dedicated to the ongoing education and training of scientists and clinicians and the power of the vagus nerve and its application in a broad spectrum of health-related conditions. During 2025, the Company agreed to provide an unrestricted educational grant of $120,000 to the Vagus Nerve Society. We provided the Vagus Nerve Society $100,000 of educational and directed research grants during 2025. On July 11, 2024, the Company and a member of our Board entered into a consulting agreement for consulting and advisory services to the Company’s Chief Executive Officer for a one-year term as of the completion of his service on the Board, effective as of immediately prior to the Company’s 2025 annual meeting of stockholders held on September 2, 2025. The director will be paid an hourly or per diem fee for such services rendered, if any, and was granted a stock option to purchase 50,000 shares of common stock of the Company at an exercise price of $6.43 per share, which shall vest and be exercisable in 12 equal monthly installments, subject to full vesting, if earlier, immediately prior to the Company’s 2025 annual meeting of stockholders or a change of control, in each case so long as the director remains in continuous service to the Company through such date. See also “Item 11. Executive Compensation - Director Compensation - Summary Compensation Table.” We provided $3,000 of hourly per diem fees during 2025 under the foregoing consulting agreement. On October 4, 2024, the Company and a former executive entered into a consulting agreement pursuant to which the former executive will provide financial and accounting consulting services to the Company on an hourly basis for 12 months after the effective date of his retirement, which has been extended and may be subject to additional extensions upon mutual agreement. See also “Item 11. Executive Compensation – Employment Agreements - Brian M. Posner.” We provided $4,600 of hourly fees during 2025 under the foregoing consulting agreement. On June 9, 2025, the Company entered into a license agreement with a Chinese company beneficially owned by Zhang Tiyani, a beneficial owner of greater than 5% of our share capital. The license agreement provides the Chinese company with access to develop products based on certain patents associated with our nVNS technology in certain territories. In consideration for the license, the Company shall receive a 10% royalty on the net sales generated by the licensor in the territory. During 2025, the Company did not receive any royalties under the license agreement. Indemnification Agreements Our bylaws contain provisions limiting the liability of directors and providing that we will indemnify each of our directors to the fullest extent permitted under the General Corporation Law of the State of Delaware or any other applicable law. Our bylaws also provide the Board with discretion to indemnify our officers and employees when determined appropriate by the Board. In addition, we have entered and expect to continue to enter into agreements to indemnify our non-employee directors as determined by the Board. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions in its governing documents and indemnification agreements are necessary to attract and retain qualified persons as directors. We also maintain customary directors’ and officers’ liability insurance. 126 Item 14. Principal Accountant Fees and Services The following table represents aggregate fees billed to us for the fiscal year ended December 31, 2025 by CBIZ CPAs P.C., our principal accountant, and for the fiscal year ended December 31, 2024 by Marcum LLP, our former principal accountant. Year Ended December 31, 2025 2024 Audit Fees $ 380,215 $ 346,858 Audit-Related Fees — — Tax Fees — — All Other Fees — — Total Fees $ 380,215 $ 346,858 All fees described above were pre-approved by the audit committee. Audit Fees include fees billed for the fiscal year shown for professional services for the audit of our annual financial statements, quarterly reviews, and review of our registration statements and other SEC filings. Pre-Approval Policies and Procedures The audit committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The audit committee generally pre-approves specified services in the defined categories of audit services, audit-related, tax and other services up to specified amounts. The terms and fees of the annual engagement of the independent auditor are also subject to the specific pre-approval of the audit committee. The pre-approval of services may be delegated to subcommittees consisting of one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting. Change in Certifying Accountant Based on information provided by Marcum, the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2024, CBIZ CPAs acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through April 1, 2025. On April 1, 2025, Marcum resigned as the Company’s independent registered public accounting firm, and CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective immediately. The engagement of CBIZ CPAs was approved by the audit committee the Board. The services previously provided by Marcum will now be provided by CBIZ CPAs. Marcum audited our financial statements from 2020 until their resignation in 2025. Prior to engaging CBIZ CPAs, the Company did not consult with CBIZ CPAs regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions). The reports of Marcum regarding the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2024 and 2023, and through April 1, 2025, the date of Marcum’s resignation, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its reports and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except that, as reported in the Company’s 10-Q for the fiscal period ended September 30, 2023, as of September 30, 2023, the Company determined there was a material weakness in its internal control over financial reporting due to a deficiency in its controls over vendor management. As previously reported, this material weakness has been remediated, did not result in any identified misstatement, and there were no changes to previously reported financial results. PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID # 199) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688) F-3 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Comprehensive Loss F-6 Consolidated Statements of Equity F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-9 (2) Financial Statement Schedules: All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (3) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediately following Item 16. The Exhibit Index is incorporated herein by reference. 127 Item 16. Form 10-K Summary Not applicable. Exhibit Number Description 3.1 Certificate of Incorporation of electroCore, Inc, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, as filed with the Commission on August 14, 2018. 3.2 Second Amended and Restated Bylaws of electroCore, Inc. incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with Commission on November 13, 2024. 3.3 Certificate of Designation of the Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on December 27, 2022. 3.4 Certificate of Elimination of the Series A Preferred Stock of the Company, dated March 3, 2023, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Commission on March 8, 2023. 3.5 Certificate of Amendment to the Certificate of Incorporation, filed February 13, 2023, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on February 14, 2023. 4.1* Description of Securities. 4.2 Form of Pre-Funded Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. 4.3 Form of Common Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. 4.4 Form of Pre-Funded Warrant (Private), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. 4.5 Form of Pre-Funded Warrant (Registered Direct), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. 4.6 Form of Common Warrant, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. 10.1† electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 as filed with the Commission on May 3, 2023. 10.2*† Form of Employee Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan. 10.3† Form of Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Commission on March 8, 2023. 128 10.4† Form of Employee Restricted Stock Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.5† Form of Non-Employee Director Inaugural Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.6† Form of Non-Employee Director Inaugural Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.7† Form of Non-Employee Director Inaugural Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.8† Form of Non-Employee Director Annual Deferred Stock Unit Award Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.9† Form of Non-Employee Director Annual Non-qualified Stock Option Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.10† Form of Non-Employee Director Annual Restricted Stock Unit Agreement for electroCore, Inc. 2018 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.11† Form of Indemnification Agreement between the Registrant and each of its executive officers and directors, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.12† electroCore, Inc. Executive Severance Policy, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, as filed with the Commission on May 8, 2024. 10.13† electroCore, Inc. Non-Employee Director Compensation Policy, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-274199, as filed with the Commission on August 24, 2023. 10.14 Form of Series A Warrant, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration No. 333-225084, as filed with the Commission on May 21, 2018. 10.15† Employment Offer Letter, dated as of September 26, 2019, between electroCore, Inc. and Daniel Goldberger, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on October 2, 2019. 10.16 Securities Purchase Agreement, dated as of July 31, 2023 (Registered Direct), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. 129 10.17 Securities Purchase Agreement, dated as of July 31, 2023 (Private), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on July 31, 2023. 10.18† Consulting Agreement by and between electroCore, Inc and Brian M. Posner, dated October 4, 2024, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the Commission on November 13, 2024. 10.19† Offer Letter by and between the Company and Joshua Lev, dated as of January 29, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on September 6, 2024. 10.20† Amendment to the Offer Letter by and between the Company and Joshua Lev, dated as of September 3, 2024, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on September 6, 2024. 10.21 Form of Securities Purchase Agreement, dated as of June 3, 2024 (Registered Direct), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. 10.22 Form of Securities Purchase Agreement, dated as of May 31, 2024 (Private), incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on June 3, 2024. 10.23 At The Market Offering Agreement, dated as of November 29, 2024, between H.C. Wainwright & Co., LLC and electroCore, Inc., incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on November 29, 2024. 10.24 Agreement and Plan of Merger dated December 17, 2024, by and among electroCore, Inc., Nexus Merger Sub Inc. and NeuroMetrix, Inc., incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2024. 10.25 Voting and Support Agreement, dated December 17, 2024, by and among electroCore, Inc., and the stockholders of NeuroMetrix, Inc. named therein, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with the Commission on December 17, 2024. 10.26 Consulting Agreement by and between electroCore, Inc. and F. Peter Cuneo, dated July 11, 2024, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Commission on July 17, 2024. 10.27# Loan and Security Agreement by and among electroCore, Inc., NeuroMetrix, Inc., and Avenue Venture Opportunities Fund II, L.P., dated August 4, 2025, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the Commission on August 6, 2025. 10.28^ Supplement to Loan and Security Agreement by and among electroCore, Inc., NeuroMetrix, Inc., and Avenue Venture Opportunities Fund II, L.P., dated August 4, 2025, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the Commission on August 6, 2025. 10.29^ Subscription Agreement between electroCore, Inc. and Avenue Venture Opportunities Fund II, L.P., dated August 4, 2025, incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the Commission on August 6, 2025. 10.30* Separation and Release Agreement between the Company and Daniel S. Goldberger, dated as of March 17, 2026. 10.31* Offer Letter by and between the Company and Michael Fox, dated as of March 13, 2026. 130 19.1 electroCore, Inc. Insider Trading Policy, incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the Commission on March 12, 2025. 21.1* List of subsidiaries of electroCore, Inc. 23.1* Consent of CBIZ CPAs P.C. 23.2* Consent of Marcum LLP. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy, incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on March 13, 2024. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of electroCore, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. † Indicates management agreement # Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits to this exhibit have been omitted from this Annual Report on Form 10-K and will be furnished to the Securities and Exchange Commission supplementally upon request. ^ Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful of publicly disclosed. 131 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . electroCore, Inc. Date: March 19, 2026 By: /s/ Daniel S. Goldberger Daniel S. Goldberger Chief Executive Officer (Principal Executive Officer) Date: March 19, 2026 By: /s/ Joshua S. Lev Joshua S. Lev Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Thomas J. Errico, M.D. Chairman of the Board March 19, 2026 Thomas J. Errico, M.D. /s/ Elena Bonfiglioli Director March 19, 2026 Elena Bonfiglioli /s/ John P. Gandolfo Director March 19, 2026 John P. Gandolfo /s/ Julie A. Goldstein Director March 19, 2026 Julie A. Goldstein /s/ Thomas Patton Director March 19, 2026 Thomas Patton /s/ James C. Theofilos Director March 19, 2026 James C. Theofilos /s/ Patricia Wilber Director March 19, 2026 Patricia Wilber 132 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID # 199 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-3 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Equity for the Years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of electroCore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of electroCore. Inc. and Subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive loss, equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Company’s auditor since 2020. (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024). Morristown, NJ March 19, 2026 F- 2 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of electroCore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of electroCore, Inc. and Subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum llp Marcum llp We served as the Company’s auditor from 2020 to 2025 New York, NY March 12, 2025 F- 3 ELECTROCORE, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 7,035 $ 3,700 Marketable securities 4,576 8,519 Accounts receivable, net 1,027 1,367 Inventories 1,631 1,676 Prepaid expenses and other current assets 1,397 1,038 Total current assets 15,666 16,300 Property and equipment, net 382 158 Operating lease right-of-use assets, net 2,565 3,739 Other assets, net 54 274 Total assets $ 18,667 $ 20,471 Liabilities and Equity Current liabilities: Accounts payable $ 2,712 $ 1,827 Accrued expenses and other current liabilities 8,261 6,964 Current portion of operating lease liabilities 375 361 Total current liabilities 11,348 9,152 Noncurrent liabilities: Operating lease liabilities, noncurrent 2,421 3,775 Long-term debt 6,607 — Total liabilities 20,376 12,927 Commitments and contingencies (see Note 16) — — Stockholders’ equity (deficit): Common Stock, par value $ 0.001 per share; 500,000,000 shares authorized as of December 31, 2025 and 2024; 8,004,416 shares issued and outstanding at December 31, 2025, and 6,650,854 shares issued and outstanding at December 31, 2024 8 7 Additional paid-in capital 189,240 184,513 Accumulated deficit ( 191,056 ) ( 177,090 ) Accumulated other comprehensive loss 99 114 Total stockholders’ equity (deficit) ( 1,709 ) 7,544 Total liabilities and stockholders’ equity (deficit) $ 18,667 $ 20,471 See accompanying notes to the consolidated financial statements. F- 4 ELECTROCORE, INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except per share data) Years ended December 31, 2025 2024 Net sales $ 32,032 $ 25,182 Cost of goods sold 4,244 3,785 Gross profit 27,788 21,397 Operating expenses: Research and development 2,735 2,360 Selling, general and administrative 38,206 31,199 Total operating expenses 40,941 33,559 Loss from operations ( 13,153 ) ( 12,162 ) Other (income) expense: Interest and other income ( 298 ) ( 572 ) Interest expense 590 389 Other expense 518 — Total other expense (income) 810 ( 183 ) Loss before income taxes ( 13,963 ) ( 11,979 ) (Provision) benefit from income taxes ( 3 ) 93 Net loss $ ( 13,966 ) $ ( 11,886 ) Net loss per share of common stock - Basic and Diluted $ ( 1.65 ) $ ( 1.59 ) Weighted average common shares outstanding - Basic and Diluted (see Note 12) 8,483 7,483 See accompanying notes to the consolidated financial statements. F- 5 ELECTROCORE, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss (in thousands) Years ended December 31, 2025 2024 Net loss $ ( 13,966 ) $ ( 11,886 ) Other comprehensive income: Foreign currency translation adjustment ( 15 ) 178 Other comprehensive income (loss) ( 15 ) 178 Comprehensive loss $ ( 13,981 ) $ ( 11,708 ) See accompanying notes to consolidated financial statements. F- 6 ELECTROCORE, INC. AND SUBSIDIARIES Consolidated Statements of Equity (in thousands) Stockholders’ Equity Accumulated Common Stock Additional paid-in Accumulated other comprehensive Total stockholders’ equity Shares Amount capital deficit income (loss) (deficit) Balances as of January 1, 2024 6,003 $ 6 $ 172,704 $ ( 165,204 ) $ ( 64 ) $ 7,442 Net loss — — — ( 11,886 ) — ( 11,886 ) Other comprehensive income — — — — 178 178 Sale of common stock and warrants 438 — 9,306 — — 9,306 Equity issuance costs — — ( 232 ) — — ( 232 ) Proceeds from the exercise of warrants 144 — 866 — — 866 Issuance of common stock in connection with employee stock plans, net of forfeitures 66 1 ( 1 ) — — — Share based compensation — — 1,870 — — 1,870 Balances as of January 1, 2025 6,651 7 184,513 ( 177,090 ) 114 7,544 Balances 6,651 7 184,513 ( 177,090 ) 114 7,544 Net loss — — — ( 13,966 ) — ( 13,966 ) Other comprehensive income (loss) — — — — ( 15 ) ( 15 ) Options exercised 22 98 98 Sale of common stock and warrants 14 — 217 — — 217 Accounts payable settled through common stock 361 1,856 — — 1,856 Equity issuance costs — — ( 94 ) — — ( 94 ) Proceeds from the exercise of warrants 725 1 — — — 1 Issuance of common stock in connection with Avenue loan 106 — 720 — — 720 Issuance of common stock in connection with employee stock plans, net of forfeitures 125 — — — — — Share based compensation — — 1,930 — — 1,930 Balances as of December 31, 2025 8,004 $ 8 $ 189,240 $ ( 191,056 ) $ 99 $ ( 1,709 ) Balances 8,004 $ 8 $ 189,240 $ ( 191,056 ) $ 99 $ ( 1,709 ) See accompanying notes to the consolidated financial statements. F- 7 ELECTROCORE, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 13,966 ) $ ( 11,886 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 1,930 1,870 Depreciation and amortization 501 760 Amortization of right of use assets 1,174 498 Amortization of debt discount 135 — Write-down of licensed devices 150 — Inventory reserve charge 41 — Increase in provision for credit losses 523 51 Changes in operating assets and liabilities: Accounts receivable ( 142 ) ( 710 ) Inventories 16 713 Prepaid expenses and other assets ( 294 ) 102 Accounts payable 2,450 1,048 Accrued expense and other current liabilities 635 831 Operating lease liabilities ( 1,340 ) ( 225 ) Net cash used in operating activities ( 8,187 ) ( 6,948 ) Cash flows from investing activities: Purchase of property and equipment ( 66 ) — Sale (purchase) of marketable securities 3,943 ( 8,519 ) Net cash provided by (used in) investing activities 3,877 ( 8,519 ) Cash flows from financing activities: Sale of common stock and warrants 217 8,300 Issuance of long-term debt 7,500 — Debt issuance costs ( 95 ) — Equity issuance costs ( 94 ) ( 232 ) Proceeds from exercise of options 98 — Proceeds from exercise of warrants 1 371 Net cash provided by financing activities 7,627 8,439 Effect of changes in exchange rates on cash and cash equivalents 18 147 Net decrease in cash and cash equivalents 3,335 ( 6,881 ) Cash and cash equivalents – beginning of year 3,700 10,581 Cash and cash equivalents – end of year $ 7,035 $ 3,700 Supplemental cash flows disclosures: Proceeds from sale of state net operating losses $ 48 $ 122 Interest paid 397 13 Supplemental schedule of noncash activity: Insurance premium financing 452 359 Accounts payable settled through common stock and warrants 1,856 1,006 Accounts payable settled through the exercise of warrants 495 495 Non-cash debt issuance costs 213 — Shares issued in connection with Avenue loan 720 — Accrued purchases of property and equipment 203 — Right-of-use asset and operating lease liability — 3,316 See accompanying notes to consolidated financial statements. F- 8 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1. The Company electroCore, Inc. and its subsidiaries (“electroCore” or the “Company”) is a bioelectronic technology company whose mission is to improve health and quality of life through innovative non-invasive bioelectronic technologies. electroCore, headquartered in Rockaway, NJ, has three wholly owned subsidiaries: electroCore U.K. Ltd, electroCore Germany GmbH and NeuroMetrix, Inc. (“NURO”). The Company acquired NURO on May 1, 2025. The Company has paused operations in Germany, with sales into the country and the rest of Europe being managed by electroCore U.K. Ltd. Note 2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and the regulations of the Securities and Exchange Commission (“SEC”). The Company has reclassified certain prior period information to conform to the current period presentation. This reclassification had no effect on the reported results of operations. (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include revenue, licensed products and loss contingencies. (d) Revenue Recognition The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied, either upon shipment or receipt by the customer. Payment by the customer is unconditional once the performance obligations are met. Agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component. F- 9 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration primarily in the form of rebates. The per-unit price is based on the Company’s established price lists. Rebates are discounts that are contingent upon a timely remittance of payment and are estimated based on historical experience. Damaged or defective products are replaced at no charge under the Company’s standard warranty. A cash refund is allowed under specific circumstances for undamaged and non-defective returned products. For the years ended December 31, 2025 and 2024, rebates were immaterial. (e) Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased. As of December 31, 2025, cash equivalents represented funds held in an interest-bearing demand deposit account, U.S. treasury bills, and a money market account. (f) Concentration of Credit Risk Cash equivalents are financial instruments that potentially subject the Company to concentration of credit risk. As of December 31, 2025, the Company’s cash equivalent securities were largely comprised of treasury funds. The Company has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. As of December 31, 2025, 94 % of the Company’s cash and cash equivalents were denominated in U.S. dollars. The balance of the Company’s cash is denominated in British pound sterling and is subject to foreign exchange risk. The Company’s cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per financial institution in the United States, and up to £ 85,000 by the Financial Services Compensation Scheme (“FSCS”) per financial institution in the United Kingdom. The Company’s cash equivalent securities are insured by the Securities Investor Protection Corp. (“SIPC’) up to $ 500,000 per account, with a limit of $ 250,000 in cash. (g) Marketable Securities Marketable securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income, except for losses from impairments which are determined to be other than temporary. Realized gains and losses and declines in value judged to be other-than-temporary are included in the determination of net loss and are included in interest and other income net. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in Interest and other income. As of December 31, 2025, marketable securities amounted to $ 4.6 million and consist of U.S. treasury bills. Unrealized gains or losses during 2025 and 2024 were not material. (h) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for credit losses for estimated losses inherent in its accounts receivable portfolio. Management considers an account receivable to be past due when it is not settled under its stated terms. In establishing the required allowance, management considers customer creditworthiness, past transaction history with the customer, current expectations of future economic and industry trends, changes in customer payment terms and other factors that may affect probability of collection. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the year ended December 31, 2025, the Company’s allowance for credit losses was $ 0.6 million, of which the vast majority was associated with one customer. Prior to 2025, the Company’s allowance for credit losses was immaterial. The Company does not have any off balance sheet credit exposure related to its customers. F- 10 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued (i) Inventories Inventory, which consists of raw materials, work-in-process and finished product, is stated at the lower of cost or net realizable value. Inventory is valued on a first-in first-out basis. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company’s products are subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain units of product no longer meet quality specification or become obsolete, the Company records a charge to cost of goods sold to write down such unmarketable inventory to zero . (j) Property and Equipment Property and equipment are stated at historical cost. Depreciation is computed by the straight-line method based on the estimated useful lives of the respective assets, as discussed below. Amounts expended for maintenance and repairs are charged to expense as incurred. Depreciation and leasehold improvement amortization is computed using the following estimated useful lives: Schedule of Depreciation and leasehold improvement amortization Machinery and equipment 3 – 15 years Leasehold improvements Lesser of estimated useful life or remaining term of lease Furniture and fixtures 5 – 10 years Computer equipment 5 years (k) Leases The Company accounts for leases in accordance with ASU 842, Leases , and its operating leases consist of manufacturing/warehouse space in Rockaway, New Jersey and office equipment. The Company elected not to recognize right of use assets and lease liabilities for short term leases, i.e., leases with a noncancelable period of 12 months or less. The Company determines if an arrangement is a lease at inception. For each lease, the lease term is determined at the commencement date and includes renewal options and termination options when it is reasonably certain that the Company will exercise that option. The Company recognized the option to renew its manufacturing/warehouse space (“Rockaway space”) as part of the right of use asset and the lease liability as the Company deemed that the renewal option was reasonably certain to be exercised. Operating leases with lease terms greater than one year are included in operating lease right-of-use (“ROU”) assets and current and long-term operating lease liabilities in the Company’s consolidated balance sheets. Operating lease ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term using an estimated rate of interest the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease ROU assets are based on the liability adjusted for any prepaid or deferred rent and lease incentives. The incremental borrowing rate was utilized to discount lease payments over the expected term given that the Company’s operating leases do not provide an implicit rate. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the date of adoption or the lease commencement date. Rent expense for the operating lease is recognized on a straight-line basis over the lease term. F- 11 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued (l) Licensed Products The Company licenses a portion of its devices through its cash pay channels. The cost of these licensed devices is capitalized and included in Other Assets in the accompanying Consolidated Balance Sheets at December 31, 2025 and December 31, 2024, and is being recognized as cost of goods sold on the straight-line method over the estimated 12 - 36 month useful life of the devices. If certain licensed devices are returned and no longer meet quality specifications or the carrying amount of certain licensed devices are no longer deemed to be recoverable, the Company records a charge to cost of goods sold to write down such licensed devices to zero . The net book value of these licensed devices at December 31, 2025 was $ 0 following the $ 150,000 write off of the net book value of these licensed devices as a result of changes in the program. The net book value of these licensed devices at December 31, 2024 was $ 220,000 . Prior to the write-off which is disclosed separately in the Statement of Cash Flows, changes in the value of these licensed devices in Other Assets is captured with inventories on the Statement of Cash Flows. (m) Impairment of Long-Lived Assets Long lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. (n) Stock-based Compensation The Company accounts for stock-based compensation in accordance with the ASC Topic 718, Compensation – Stock Compensation . The Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards and restricted stock awards without a market condition are valued based on the closing price of the Company’s common stock on the date of the grant. Compensation expense reflects actual forfeitures and is primarily recognized on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. (o) Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax provisions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company is currently not aware of any issues under review that could result in significant payments, accruals or deviation from its position during the next twelve months. (p) Research and Development Research and development costs are expensed as incurred. These costs include, but are not limited to, costs related to clinical trials, and compensation and related overhead for employees and consultants involved in research and development activities. F- 12 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued (q) Foreign Currency Translation and Transactions The functional currency of the Company’s international operations has been determined to be the respective local currency. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect at the balance sheet date and translates functional currency income and expense amounts to their U.S. dollar equivalents at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in other comprehensive loss. Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are reported in the Consolidated Statements of Operations in the period they occur. (r) Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment: Bioelectronic Innovations. (s) Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740) , Improvements to Income Tax Disclosures which will require companies to make additional income tax disclosures. The pronouncement is effective for annual filings for the year ended December 31, 2025. We adopted ASU No. 2023-09 for the year ended December 31, 2025 and added the required disclosures on a prospective basis in Note 13, Income Taxes . There was no other impact to our financial statement disclosures as a result of adopting ASU No. 2023-09. On November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses , which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted. The Company is assessing the impact of adopting this standard. In December 2025, the FASB issued ASU 2025-12, Codification Improvements , which clarifies various topics in the Accounting Standards Codification to improve consistency and address technical corrections. Key improvements include clarifying the calculation of diluted earnings per share (EPS) when a loss from continuing operations exists. The amendments in this update are effective for the Company beginning January 1, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements . This update clarifies the applicability of interim reporting guidance and the form and content of interim financial statements. It also establishes a disclosure principle requiring an entity to disclose material events and changes occurring since the end of the last annual reporting period. ASU 2025-11 is effective for the Company for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard. F- 13 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Note 3. Liquidity, Credit Risks and Going Concern The Company has experienced significant net losses, and it expects to continue to incur net losses for the near future as it works to increase market acceptance of its prescription (Rx) products and general wellness and human performance products. The Company has never been profitable and has incurred net losses and negative cash used in operations each year since its inception. The Company incurred net losses of $ 14.0 million and $ 11.9 million and used cash in its operations of $ 8.2 million and $ 6.9 million for the years ended December 31, 2025 and 2024, respectively. The Company has historically funded its operations with the proceeds of equity and debt financings. During the year ended December 31, 2025, the Company received net proceeds of approximately $ 0.2 million from sales of equity securities pursuant to our Sales Agreement (as defined below) with H.C. Wainwright & Co., LLC (“Wainwright”) and $ 7.5 million which was advanced by Avenue Opportunities Fund II, L.P. (“Avenue”) pursuant to the Loan and Security Agreement (as defined below). As of December 31, 2025, the Company’s cash, cash equivalents and marketable securities totaled $ 11.6 million (“Cash Position”). On July 24, 2025, our Form S-3 registration statement (File No. 333-284477), or the 2025 Shelf Registration Statement, was declared effective by the SEC. The 2025 Shelf Registration Statement relates to the potential offering and issuance from time to time of common stock, preferred stock, warrants, rights, debt securities and units, up to an aggregate amount of $ 100.0 million. The proposed maximum offering price per unit and the proposed maximum aggregate offering price per class of security in any future offering under the 2025 Shelf Registration Statement will be determined from time to time by us in connection with the issuance by us of the securities registered under the 2025 Shelf Registration Statement. As of the date of this Annual Report, we have $ 100.0 million remaining for potential issuance under the 2025 Shelf Registration Statement (including $ 19.8 million under the Sales Agreement (as defined below)). As of the date of this Annual Report on Form 10-K, the aggregate market value of our securities held by non-affiliates may be below $ 75 million, and until such time as the aggregate market value of our securities held by non-affiliates equals or exceeds $ 75 million, the aggregate maximum offering price of all securities issued by us in any given 12-calendar month period pursuant the 2025 Shelf Registration Statement may not exceed one-third of the aggregate market value of our securities held by non-affiliates, and thus may be limited. If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. On November 29, 2024, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with Wainwright, whereby the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $ 20 million by any method deemed to be an “at-the-market” offering (“ATM”) as defined in Rule 415 of the Securities Act, or any other method specified in the Sales Agreement. During the year ended December 31, 2025, the Company sold 14,265 shares of its common stock at a weighted average price of $ 15.20 per share, net of issuance costs for $ 0.2 million in net proceeds, pursuant to the Sales Agreement. On August 4, 2025 (the “LSA Closing Date”), we, and our wholly owned subsidiary, NURO, each as borrowers, entered into a Loan and Security Agreement (the “Loan and Security Agreement”), with Avenue. The Loan and Security Agreement provides for term loans in an aggregate principal amount of up to $ 12.0 million, $ 7.5 million of which was advanced on the LSA Closing Date. See “Note 10 – Long-Term Debt” for further information regarding the Loan and Security Agreement, and related transactions. F- 14 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued During 2026, we intend to continue to make targeted investments in sales and marketing to continue driving commercial activities. We have historically funded our operations from the sale of our common stock, and most recently the convertible term debt financing with Avenue, and may continue to do so through utilization of the at-the-market facility pursuant to the Sales Agreement, or other equity or debt transactions. Notwithstanding the expected cash flow from operations and expected access to capital from existing and/or future debt and equity sources, the Company’s currently forecasted cash is less than the requirements to fund its operating expenses and capital expenditure requirements, as currently planned, for at least the next 12 months from the date the accompanying consolidated financial statements are issued. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There remain significant risks and uncertainties regarding the Company’s business, financial condition and results of operations. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Concentration of Revenue Risks The Company earns a significant amount of its revenue in the United States from the VA channel pursuant to its qualifying contract under the Federal Supply Schedule, or FSS, and open market sales to individual VA facilities. For the years ended December 31, 2025 and 2024, the VA accounted for 71.2 % and 70.6 of net sales, respectively. Lovell Government Services, or Lovell, accounted for more than 10% of our VA net sales for the year ended December 31, 2025, and for more than 10% of our accounts receivable as of December 31, 2025. During the year ended December 31, 2025, no single facility accounted for more than 10% of the total VA net sales. For the year ended December 31, 2024, Lovell and Las Vegas VAMC each accounted for more than 10% of our VA net sales. During the years ended December 31, 2024, sales associated with one facility accounted for more than 10% of the total VA net sales. Foreign Currency Exchange The Company has foreign currency exchange risks related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in the functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies. F- 15 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Note 4. Revenue The following tables represent product net sales disaggregated by Channel and Geographic Market (in thousands): Schedule of Net Sales Disaggregated By Channel Full year ended December 31, Channel: 2025 2024 United States - Rx $ 24,073 $ 19,307 TAC-STIM 422 1,197 Outside the United States 1,892 1,785 In-License / Other 96 82 General Wellness 5,549 2,811 Total Net Sales $ 32,032 $ 25,182 Schedule of Net Sales Disaggregated By Geographic Market Years ended December 31, Geographic: 2025 2024 Product revenue United States $ 30,075 $ 23,332 United Kingdom 1,695 1,666 Other 197 119 License revenue Japan 65 65 Total Net Sales $ 32,032 $ 25,182 F- 16 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Note 5. Cash, Cash Equivalents and Marketable Securities The following tables summarize the Company’s cash, cash equivalents and marketable securities as of December 31, 2025 and December 31, 2024. Schedule of Cash, Cash Equivalents and Marketable Securities As of December 31, 2025 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 7,035 $ — $ — $ 7,035 Marketable Securities: U.S. Treasury Bills 4,576 — — 4,576 Total marketable securities 4,576 — — 4,576 Total cash, cash equivalents and marketable securities $ 11,611 $ — $ — $ 11,611 As of December 31, 2024 Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value Cash and cash equivalents $ 3,700 $ — $ — $ 3,700 Marketable Securities: U.S. Treasury Bills 8,519 — — 8,519 Total marketable securities 8,519 — — 8,519 Total cash, cash equivalents and marketable securities $ 12,219 $ — $ — $ 12,219 Note 6. Fair Value Measurements Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. F- 17 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued A summary of the assets and liabilities carried at fair value in accordance with the hierarchy defined above is as follows: Summary of Assets and Liabilities Carried at Fair Value Fair Value Hierarchy December 31, 2025 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 7,035 $ 7,035 $ — $ — Marketable Securities: U.S. treasury bills 4,576 4,576 — — Total cash, cash equivalents and marketable securities $ 11,611 $ 11,611 $ — $ — Fair Value Hierarchy December 31, 2024 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 3,700 $ 3,700 $ — $ — Marketable Securities: U.S. treasury bills 8,519 8,519 — — Total cash, cash equivalents and marketable securities $ 12,219 $ 12,219 $ — $ — As of December 31, 2025 and 2024, the Company’s marketable securities in the amount of $ 4.6 million and $ 8.5 million, respectively, were carried at fair value in accordance with Level 1 as described above. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the December 31, 2025 and year ended December 31, 2024. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity. Note 7. Inventory As of December 31, 2025 and 2024, inventories consisted of the following: Schedule of Inventories December 31, (in thousands) 2025 2024 Raw materials $ 1,278 $ 923 Work in process 62 193 Finished goods 291 560 Total inventory $ 1,631 $ 1,676 The reserve for obsolete inventory was $ 0.3 million and $ 0.6 million as of December 31, 2025 and 2024, respectively. The Company records charges for obsolete inventory in cost of goods sold. Inventory classified under the category “Work in process” consists of prefabricated assembled product. Note 8. Leases On February 6, 2024, the Company entered into The First Amendment to Lease Agreement (the “Rockaway Amendment”) to extend its Rockaway, New Jersey lease for an additional 10 years. The Rockaway Amendment was effective May 1, 2024 , and expires on July 31, 2034 , with a tenant option to renew for an additional five years . The increase in the term of the lease for the existing leased property was accounted for as a lease modification, therefore, the associated operating lease right of use assets and operating lease liabilities for the existing space were remeasured as of February 6, 2024. The Rockaway Amendment also includes the expansion of leased property from 13,643 square feet to 22,557 square feet. The Company has accounted for the expansion space as an increase in lease right of use assets effective with the Rockaway Amendment commencement date of June 1, 2024 . In the fourth quarter of 2025, the Company discovered an error in the lease payments used in the initial calculations in conjunction with the lease modification. The error was not considered material and was corrected in the fourth quarter. This correction resulted in a decrease in operating lease right-of-assets of $ 1.0 million, decrease in operating lease liabilities, current of $ 0.1 million, decrease in operating lease liabilities, noncurrent of $ 1.3 million and decrease in rent expense of $ 0.4 million. F- 18 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued For the years ended December 31, 2025 and 2024, the Company recognized lease expense of $ 205,000 and $ 535,000 , respectively. This expense does not include non-lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense. Supplemental Balance Sheet Information for Operating Leases: Schedule of Operating Leases December 31, (in thousands) 2025 2024 Operating leases: Operating lease right of use assets $ 2,565 $ 3,739 Operating lease liabilities: Current portion of operating lease liabilities 375 361 Noncurrent operating lease liabilities 2,421 3,775 Total operating lease liabilities $ 2,796 $ 4,136 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows $ 369 $ 234 Weighted average remaining lease term (in years) 13.4 14.5 Weighted average discount rate 13.5 % 13.5 % Future minimum lease payments under non-cancellable operating leases as of December 31, 2025: Schedule of Future Lease Payments Financial year (in thousands) 2026 $ 383 2027 397 2028 412 2029 417 2030 423 2031 and thereafter 4,479 Total future minimum lease payments 6,511 Less: Amounts representing interest ( 3,715 ) Total $ 2,796 Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses as of December 31, 2025 and 2024 consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities December 31, (in thousands) 2025 2024 Accrued professional fees $ 1,059 $ 598 Accrued bonuses and incentive compensation 2,583 2,886 Accrued litigation legal fees expense 1,155 1,163 Accrued insurance expense 181 205 Accrued research and development expenses 655 655 Accrued vacation and other employee related expenses 1,000 781 Accrued tax expenses 524 382 Accrued purchases of inventory 86 11 Deferred revenue 50 78 Accrued acquisition related expenses 604 — Other 364 205 Accrued expenses and other current liabilities $ 8,261 $ 6,964 F- 19 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Finance and Security Agreements On July 7, 2025, the Company and First Insurance Funding entered into a Commercial Insurance Premium Finance Agreement (the “2025 Finance Agreement”). The 2025 Finance Agreement provides for a single borrowing of approximately $ 452,000 with a 10 ten-month term and an annual interest rate of 6.55 %. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. Beginning July 2025, the Company began paying monthly installments of approximately $ 45,000 . On July 2, 2024, the Company entered into a Commercial Insurance Premium Finance and Security Agreement (the “2024 Agreement”). The 2024 Agreement provides for a single borrowing of approximately $ 493,000 with a 10 ten-month term and an annual interest rate of 8.75 %. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. Beginning July 2024, the Company began paying monthly installments of approximately $ 51,000 . As of December 31, 2025 and 2024, the remaining balance under the respective agreements was approximately $ 181,000 and $ 205,000 . During the years ended December 31, 2025 and 2024, the Company recognized $ 14,900 and $ 18,400 in aggregate interest expense, respectively, related to the Company’s finance and security agreements. Note 10. Long-Term Debt As of December 31, 2025, long-term debt consists of notes payable and convertible notes payable as follows: Schedule of Notes Payable and Convertible Notes Payable Non- Convertible Convertible (in thousands) Notes Payable Notes Payable Total Principal Borrowed $ 5,000 $ 2,500 $ 7,500 Final Payment ( 3.50 %) 175 87 262 Total Principal $ 5,175 $ 2,587 $ 7,762 Aggregate Debt Discount $ ( 769 ) $ ( 521 ) $ ( 1,290 ) Debt Discount Amortization 80 55 135 Unamortized Debt Discount $ ( 689 ) $ ( 466 ) $ ( 1,155 ) Total Principal $ 5,175 $ 2,587 $ 7,762 Unamortized Debt Discount ( 689 ) ( 466 ) ( 1,155 ) Balance Sheet - Net $ 4,486 $ 2,121 $ 6,607 The non-convertible notes payable and convertible notes payable balances as of December 31, 2025 are classified as long-term based on the interest-only period through February 28, 2027. Avenue Loan and Security Agreement On the LSA Closing Date, the Company and NURO entered into the Loan and Security Agreement with Avenue, as administrative agent and collateral agent, and as lender for term loans in an aggregate principal amount of up to $ 12 million to be delivered in two tranches (the “Term Loans”). The tranches consist of (i) a term loan advanced to the Company on the LSA Closing Date in an aggregate amount of $ 7.5 million (“Tranche 1”), and (ii) subject to the achievement of certain performance milestones set forth in the Loan and Security Agreement, a right of the Company to request that Avenue make additional term loan advances to the Company in an aggregate amount of $ 4.5 million (“Tranche 2”), which right expired on December 31, 2025. The Term Loans mature on August 1, 2029 (the “Maturity Date”). F- 20 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Subject to certain exceptions, Avenue has the right to convert (the “Conversion Right”) an aggregate amount of up to $ 2.5 million of the outstanding Loan Amount into shares of the Company’s common stock at a conversion price per share equal to $ 8.4625 , representing 125 % of the lower of (i) the five-day volume-weighted average price of Company’s common stock as calculated on the day prior to the LSA Closing Date, or (ii) the closing price of Company’s common stock on the date prior to the LSA Closing Date ($ 6.77 ). Therefore, the Company recorded the borrowings under Tranche 1 as Non-Convertible and Convertible Notes Payable, respectively. In the event the Company elects to prepay the Term Loans in full, the Company shall provide no less than five business days’ prior written notice to Avenue; provided, however, if Avenue has not yet exercised the Conversion Right, the Company shall provide written notice of prepayment at least 10 days in advance of the proposed prepayment date and Avenue shall have the option, with respect to the Conversion Right, to exercise the Conversion Right by delivering written notice to the Company at least two business days in advance of the proposed prepayment date. The principal balance of the Term Loans bears interest at a variable rate per annum equal to the greater of (i) the sum of 5.0 % and the prime rate as reported in The Wall Street Journal , provided that, in the event such prime rate of interest is less than zero, such rate shall be deemed to be zero, and (ii) twelve and one-half percent ( 12.50 %) (the “Interest Rate”). Interest only shall be payable at the Interest Rate during the period following the LSA Closing Date and continuing until the first day of the first full calendar month following the 18 month anniversary of the LSA Closing Date, provided, however, that such period shall be extended for six months if as of the 18 month anniversary of the LSA Closing Date, the Company has achieved certain milestones, as provided in the Supplement to the Loan and Security Agreement dated August 4, 2025, by and among the Company, NURO and Avenue (the “Supplement”); provided, further, however, that the such interest only period shall not exceed 24 months. Thereafter, principal and interest of the Term Loans shall be fully amortized and paid, in equal, monthly principal installments, plus interest at the Interest Rate for such month, through the Maturity Date, subject to the terms and conditions of the Supplement. The Company will pay final payment at a fee of 3.5 % of the Loan Amount, due upon the earlier of the Maturity Date or prepayment in full of the Term Loans, which is currently $ 262,500 based on the borrowing under Tranche 1. The Company may, at its option at any time, prepay the Term Loans in their entirety by paying the then outstanding principal balance and all accrued and unpaid interest on the Term Loans, subject to a prepayment fee equal to (i) 3.0% of the principal amount outstanding if the prepayment occurs on or prior to the first anniversary following the LSA Closing Date, (ii) 2.0% of the principal amount outstanding if the prepayment occurs after the first anniversary following the LSA Closing Date, but on or prior to the second anniversary following the LSA Closing Date, and (iii) 1.0% of the principal amount outstanding if the prepayment occurs after the second anniversary following the LSA Closing Date, but on or prior to the Maturity Date. The Company incurred borrower commitment and legal fees of $ 1,290,000 , which are presented as debt discounts, of which $ 719,996 was settled in the issuance of the Company’s common stock (discussed further below). During the year ended December 31, 2025, the Company recorded interest expense of $ 390,625 , which included amortization of debt discount of $ 134,383 . As of December 31, 2025, the interest rate on Tranche 1 is 12.5 %. The Loan and Security Agreement is collateralized by substantially all of the Company’s assets in which Avenue is granted a senior secured lien. The Company also grants Avenue a negative pledge on the Company’s intellectual property, subject to limited exceptions, pursuant to the Loan and Security Agreement. The Loan and Security Agreement contains customary representations, warranties and covenants, including covenants limiting certain additional indebtedness, liens (including a negative pledge on intellectual property and other assets, subject to limited exceptions), guaranties, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The financial covenants include a minimum level of revenue and cash and cash equivalents. The Loan and Security Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence of an event of default, Avenue may (i) accelerate payment of all obligations, impose an increased rate of interest, and terminate Avenue commitments under the Loan and Security Agreement and (ii) exercise any other right or remedy provided by contract or applicable law. Avenue shall have the right, but not the obligation, to invest up to an aggregate of $ 1 million in equity securities of the Company on the same terms, conditions, and pricing offered by the Company to other investors in connection with any offering of the Company’s equity securities to third party investors for capital raising purposes occurring after the Closing Date, on the terms and conditions set forth in the Supplement. F- 21 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Maturities on long-term debt include: Schedule of Maturities of Long-term Debt (in thousands) Amount 2026 $ - 2027 2,500 2028 3,000 2029 2,262 Total $ 7,762 Avenue Subscription Agreement In connection with the entry into the Loan and Security Agreement, the Company entered into a Subscription Agreement (the “Subscription Agreement”) between the Company and Avenue, pursuant to which the Company issued 106,351 shares (the “Subscription Shares”) of the Company’s common stock to Avenue for no additional consideration. The shares were valued at $ 719,996 based on the Company’s stock price on the LSA Closing Date. The issuance of the Subscription Shares was made 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 Rule 506 of Regulation D thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreement, the Company filed with the SEC a registration statement on Form S-3 (File No. 333-290713) with the SEC to cover the resale of the Subscription Shares, and the shares of the Company’s common stock issuable upon the Conversion Right pursuant to the Loan and Security Agreement, which registration statement became effective on October 22, 2025. The foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Subscription Agreement, which is filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, and is incorporated by reference herein. The representations, warranties and covenants Subscription Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement. Note 11. Shareholders’ Equity October 2025 Private Placement Offering On September 30, 2025, the Company entered into securities purchase agreements with certain institutional and accredited investors (the “Private Agreements”), which collectively provided for the sale by the Company of 360,737 shares (the “Private Shares”) of common stock of the Company, par value $ 0.001 per share. The Private Shares were issued at a price of $ 5.15 per share in satisfaction of an aggregate of approximately $ 1.9 million of legal services rendered or to be rendered to the Company by the investors. The Company did not receive cash proceeds in connection with the issuance of these shares. The offerings described above closed on October 2, 2025. The Private Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions not involving a public offering. On October 3, 2025, the Company filed a registration statement on Form S-3 (File No. 333-290713) with the SEC to cover the resale of the Private Shares, which registration statement became effective on October 22, 2025. At-the-Market Facility On November 29, 2024, we entered into the Sales Agreement with Wainwright. Under the Sales Agreement, the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $ 20 million during the term of the Sales Agreement through Wainwright, acting as sales agent. The Company intends to use the net proceeds from any offering pursuant to the Sales Agreement to continue to fund sales and marketing, working capital and for other general corporate purposes. During the year ended December 31, 2025 the company sold 14,265 shares of common stock for gross proceeds of approximately $ 217,000 . This amount has been offset by financing fees of approximately $ 54,000 . F- 22 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Securities Purchase Agreements On June 3, 2024, the Company entered into a securities purchase agreement (the “Registered Direct Purchase Agreement”) with an institutional accredited investor (the “Purchaser”) for the sale (the “Registered Direct Offering”) by the Company of pre-funded warrants (the “RD Pre-funded Warrants”) to purchase up to 225,000 shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”) (the “RD Pre-funded Warrant Shares”). In a concurrent private placement, the Company issued and sold to the Purchaser unregistered warrants to purchase up to 112,500 shares of Common Stock (the “PIPE Warrants” and shares of Common Stock underlying the PIPE Warrants, the “PIPE Warrant Shares”). Each RD Pre-funded Warrant in the Registered Direct Offering was sold together with one-half of one PIPE Warrant at a combined effective offering price of $ 6.4925 per share. The PIPE Warrants became exercisable after the date of issuance at a price of $ 6.43 per share and will expire on June 5, 2029 . In a separate private placement, on May 31, 2024, the Company entered into securities purchase agreements with certain institutional and accredited investors and directors of the Company (the “Private Agreements”), which collectively provided for the sale by the Company of (i) 438,191 shares of Common Stock (the “Private Shares”), (ii) pre-funded warrants (the “Private Pre-funded Warrants”) to purchase up to 770,119 shares of Common Stock and (iii) warrants (the “Private Warrants” and together with the PIPE Warrants, the “Warrants”) to purchase up to 604,150 shares of Common Stock (the “Private Warrant Shares”). Each share of Common Stock (or Private Pre-funded Warrant) in this private placement was sold together with one-half of one Private Warrant at a combined effective offering price of $ 6.4925 per share. The Private Warrants will have the same terms as the PIPE Warrants sold to the Purchaser. The Private Shares were sold at a purchase price of $ 6.43 per share. The RD Pre-funded Warrants and Private 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. The PIPE Warrants and Private Warrants are only exercisable for whole shares of Common Stock. The net proceeds to the Company resulting in the sale of securities described above was approximately $ 9.0 million, after deducting other offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the warrants. Of the net proceeds, $ 1 million came from the issuance of securities to the Company’s legal counsel. Upon issuance of the shares, certain of the Company’s financial obligations to its legal counsel were deemed paid and satisfied in full. The company accounts for common stock warrants by first considering the criteria under ASC 480 for liability classification, then evaluating the indexation requirements and the scope exception in ASC 815-10, and finally assessing additional equity considerations under ASC 815-40-25 to determine if the warrants should be classified as equity. The Company determined that the warrants associated this financing qualified for equity classification. F- 23 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Stock Purchase Warrants The following table presents a summary of stock purchase warrants outstanding as of December 31, 2025: Schedule of Stock Purchase Warrants Outstanding Number of Warrants (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2025 1,497 $ 5.31 4.2 $ 16,489 Stock Purchase Warrants * — Exercised ( 1 ) Expired — Outstanding, December 31, 2025 1,496 $ 5.19 3.23 $ 121 Exercisable, December 31, 2025 1,496 $ 5.19 3.23 $ 121 * A total of 883,433 pre-funded warrants were excluded from this table, which reflect 725,000 pre-funded warrants issued during the year ended December 31, 2025. Note 12. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Due to their nominal exercise price of $ 0.001 per share, 883,433 and 1,608,433 pre-funded warrants are considered common stock equivalents during the years ended December 31, 2025 and 2024, respectively, and are included in weighted average shares outstanding in the accompanying consolidated statement of operations as of the closing date of the Company’s July 2023 Securities Purchase Agreements. Restricted stock and unit awards, stock options, and warrants (other than the pre-funded warrants) have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect. The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following: Schedule of Common Stock Equivalent from the Computation of Diluted Loss Per Share (in thousands) 2025 2024 December 31, (in thousands) 2025 2024 Outstanding stock options 518 548 Restricted stock and unit awards 575 459 Debt conversion shares 295 - Stock purchase warrants 1,496 1,496 Total common stock equivalents 2,884 2,503 Note 13. Income Taxes The benefit for income taxes for the years ended December 31, 2025 and 2024 consisted of foreign taxes, state minimum taxes and a benefit from the sale of state net operating losses. Domestic and foreign components of the loss before provision for income taxes is as follows: Schedule of Loss Before Provision For Income Taxes (in thousands) December 31, 2025 December 31, 2024 Domestic $ ( 13,724 ) $ ( 11,338 ) Foreign ( 239 ) ( 641 ) Total $ ( 13,963 ) $ ( 11,979 ) F- 24 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The income tax provision/(benefit) from continuing operations contains the following components: Schedule of Income Tax Provision/(Benefit) (in thousands) December 31, 2025 December 31, 2024 Federal $ — $ — State ( 21 ) ( 116 ) Foreign 24 23 Total current expense (benefit) 3 ( 93 ) Total deferred — — Total income tax provision (benefit) $ 3 $ ( 93 ) The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the United States and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The net change in the valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 9.8 million and $ 3.7 million, respectively. The significant components of the Company’s deferred income tax assets and liabilities after applying enacted corporate tax rates are as follows: Schedule of Deferred income tax Assets and Liabilities (in thousands) 2025 2024 Year ended December 31, (in thousands) 2025 2024 Deferred tax assets Net operating loss carryforwards $ 46,378 $ 35,856 Accrued expenses 500 429 Fixed assets 42 - Intangibles 2,889 2,634 Inventory 171 158 Inventory reserve 60 - Allowance for credit losses 139 12 Charitable contributions - 10 R&D credit 2,683 2,074 Lease liabilities 668 1,033 Stock compensation 1,503 3,251 Deferred tax assets 55,083 45,457 Less valuation allowance ( 54,143 ) ( 44,310 ) Total deferred tax assets 890 1,147 Prepaid expenses ( 277 ) ( 207 ) Other - ( 6 ) Right of use asset ( 613 ) ( 934 ) Total deferred tax liabilities ( 890 ) ( 1,147 ) Deferred tax assets, net $ — $ — F- 25 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued A reconciliation of the income tax benefit computed at the U.S. federal statutory income tax rate of 21% and the reported income tax provision for the year ended December 31, 2025 after the adoption of ASU 2023-09 is as follows: Schedule of reconciliation of Income Tax Benefit 2025 2024 Year ended December 31, 2025 (in thousands) Amount Rate U.S. federal statutory rate $ ( 2,932 ) ( 21.0 )% Current state and local income taxes, net of federal income tax effect (1) 21 0.2 Deferred state and local income taxes - - Foreign tax effect: Germany: Statutory tax rate difference ( 1 ) ( 0.0 ) Changes in valuation allowance 3 0.0 United Kingdom: Statutory tax rate difference ( 3 ) ( 0.0 ) Foreign eliminations ( 163 ) ( 1.2 ) Tax credits: Research and development tax credits ( 364 ) ( 2.6 ) Other 480 3.4 Changes in valuation allowance 8,127 58.2 Nontaxable or nondeductible items IRC 162(m) 138 1.0 Meals and entertainment 33 0.2 Stock based compensation 1,530 11.0 Sale of New Jersey NOL and R&D tax credits ( 38 ) ( 0.3 ) Other: Acquisition of Nuro ( 6,881 ) ( 49.3 ) Other 53 0.4 Income tax provision $ 3 0.0 % (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category is Texas. A reconciliation of the income tax benefit computed at the U.S. federal statutory income tax rate of 21% and the reported income tax benefit for the year ended December 31, 2024 before the adoption of ASU 2023-09 is as follows: Schedule of Income Tax Benefit Year ended December 31, 2024 Statutory rate ( 21.0 )% State tax recovery, net of federal benefit ( 5.8 ) State tax rate change ( 1.5 ) Stock compensation 1.1 State tax NOL sale ( 0.8 ) Nondeductible expenses 0.4 Credits ( 4.0 ) Change in valuation allowance for deferred tax assets 30.8 Income tax benefit ( 0.8 )% As of December 31, 2025 and 2024, the Company had accumulated Federal net operating losses totaling $ 184.5 million and $ 143.6 million, respectively. Also, as of December 31, 2025 and 2024, the Company had post-apportioned net operating losses totaling $ 90.3 million and $ 61.2 million, respectively. The net operating losses may be available to carry forward and offset future years’ taxable income. U.S. federal losses can be carried forward indefinitely, and state losses expire in various amounts beginning in 2026. The Company also had accumulated losses totaling $ 4.3 million for each of the years ended December 31, 2025 and 2024, respectively, in Germany which can be carried forward indefinitely. However, the NOL carryforwards may be, or become subject to, an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a 3 three year period in excess of 50 %, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. If and when the Company utilizes the NOL carryforwards in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the NOL carryforward balances. The Company may be eligible, from time to time, to receive cash from the sale of its net operating losses under New Jersey’s Department of the Treasury - Division of Taxation NOL Transfer Program. During the year ended December 31, 2025 and 2024, the Company sold New Jersey NOL carry forwards, resulting in the receipt of net cash payments of $ 0.05 million and $ 0.1 million, respectively. There can be no assurance as to the continuation or magnitude of this program in the future. As of December 31, 2025, the Company had an aggregate of Federal, New Jersey and Massachusetts research and development credits of $ 2.2 million. The Federal R&D credits can be carried forward 20 years and will begin to expire in 2038. The Massachusetts R&D tax credit can be carried forward indefinitely. The New Jersey R&D credits can be carried forward seven years and will begin to expire in 2031. F- 26 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The amount of cash income taxes paid by the Company were as follows: Schedule of Cash Income Taxes Paid (in thousands) December 31, 2025 Federal $ - State 11 Foreign - Cash tax payments $ 11 The amount of cash income taxes paid by the Company during the year ended December 31, 2024 was approximately $ 6,000 . Uncertain Tax Positions The Company has adopted certain provisions of ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement attribute for the recognition and measurement of tax positions taken or expected to be taken in income tax returns. The provisions also provide guidance on the de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until the expiration of the respective statutes of limitation. The Company’s U.S. federal and state net operating losses have occurred since inception in 2018 and as such, tax years subject to potential tax examinations could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. The Company currently has no tax years under examination. As of December 31, 2025, the Company does not have an accrual relating to uncertain tax positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Note 14. Stock Based Compensation All common stock share and per share data reflects the reverse stock split effective February 15, 2023. On June 21, 2018, the Company adopted the 2018 Omnibus Equity Incentive Plan (“Plan”). This plan reserved 0.4 million shares with an increase to be added annually beginning in 2019 through 2028 up to 4 % of the total number of shares of common stock issued and outstanding on a fully diluted basis as of the end of the immediately preceding fiscal year, provided that the aggregate number of additional shares shall not exceed a total of 3.0 million shares, and a maximum of 2.7 million shares pursuant to the exercise of stock options. As of December 31, 2025, the number of shares reserved under the Plan was approximately 0.26 million. Subsequent to December 31, 2025, the number of shares reserved under the Plan increased by 0.5 million. The Company’s policy is to issue new shares of its common stock upon the exercise of stock options, new grants of restricted stock awards, and settlement of restricted stock units. Stock options issued under the plan have a contractual life of 10 years and are generally forfeited upon separation from the Company. The following table presents stock compensation expense recognized by the Company for the years ended December 31, 2025 and 2024. Total unrecognized compensation cost related to equity awards as of December 31, 2025 was $ 2.2 million and is expected to be recognized over the next 1.7 years. Schedule of Stock Compensation Expenses (in thousands) 2025 2024 Year ended December 31, (in thousands) 2025 2024 Selling, general and administrative $ 1,838 $ 1,729 Research and development 31 98 Cost of goods sold 61 43 Total expense $ 1,930 $ 1,870 F- 27 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The following table presents a summary of stock option award activity during the year ended December 31, 2025: Schedule of Outstanding Stock Options Number of Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, January 1, 2025 548 $ 31.39 6.7 $ 510 Granted — Exercised ( 22 ) 4.5 Cancelled ( 4 ) 22.97 Expired ( 4 ) 33.60 Outstanding, December 31, 2025 518 $ 32.56 5.9 $ 1 Exercisable, December 31, 2025 475 $ 35.09 5.8 $ 1 The intrinsic value is calculated as the difference between the fair market value at December 31, 2025 and the exercise price per share of the stock option. The options granted to employees generally vest over a 3 three-year period. The following table provides additional information about stock options that are outstanding and exercisable at December 31, 2025: Schedule of Stock Options Outstanding and Exercisable Exercise Price Options Outstanding (in thousands) Options Outstanding Weighted Average Remaining Contractual Life (Years) Options Exercisable (in thousands) $ 4.05 - $ 4.85 179 7.6 136 $ 4.86 - $ 12.98 184 6.0 184 $ 12.99 - $ 225.00 155 3.8 155 The following table presents a summary of restricted and deferred stock unit (“Unit” or “Units”) activity during the year ended December 31, 2025: Schedule of Restricted and Deferred Stock Unit Number of Shares (in thousands) Weighted Average Grant Date Fair Value Nonvested, January 1, 2025 459 $ 6.86 Granted 290 8.49 Vested ( 125 ) 6.56 Cancelled ( 49 ) 6.98 Nonvested, December 31, 2025 575 $ 7.73 In general, Units granted to employees vest over 2 two to 4 four-year periods. Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12 -month period. Upon a non-employee director’s initial appointment or election to the board of directors, the Company grants such non-employee director an equity award subject to vesting over a 36 -month period. Valuation Information for Stock-Based Compensation The Company did not grant any stock options during the year ended December 31, 2025. The fair value of each stock option award during the year ended December 31, 2024 was estimated on the date of grant using the Black-Scholes model. Expected volatility was based 100 % on the Company’s historical common stock volatility. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembled the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. F- 28 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the year ended December 31, 2024 are summarized in the table below. Schedule of Option Pricing Model in Valuing Stock Options Granted 2024 Fair value at grant date $ 4.31 Expected volatility 101.9 % Risk-free interest rate 4.0 % Expected holding period, in years 4.0 Dividend yield — The fair value of each Stock Unit is the market close price of the Company’s common stock on the trading day immediately preceding the date of grant. Note 15. Segment Reporting The Company views its operations and manages its business as one operating segment: Bioelectronic Innovations. Our CODM is our Chief Executive Officer. The CODM uses loss from operations, as reported on our Consolidated Statements of Operations, including the breakdown of expenses presented below, in evaluating the performance of the Bioelectronic Innovations segment and in determining how to allocate resources to the Company as a whole. The CODM does not review assets in evaluating the results of the Bioelectronic Innovations segment, and therefore, such information is not presented below. The following table provides the GAAP operating financial results of the Bioelectronic Innovations segment: Schedule of Operating Financial Segment 2025 2024 Years ended December 31, 2025 2024 Net sales * $ 32,032 $ 25,182 Cost of goods sold 4,244 3,785 Gross profit 27,788 21,397 Operating expenses: Research and development 2,735 2,360 Variable sales and marketing 11,607 7,845 Fixed sales and marketing 9,455 8,948 General and administrative 17,144 14,406 Total operating expenses 40,941 33,559 Loss from operations $ ( 13,153 ) $ ( 12,162 ) * See Note 4 Revenue for geographical and disaggregation information. Note 16. Commitments and Contingencies The Company may be a party to various legal proceedings and claims arising out of the ordinary course of its business. Although the final results of all such matters and claims cannot be predicted with certainty, the Company currently believes that there are no current proceedings or claims pending against it the ultimate resolution of which would have a material adverse effect on its financial condition or results of operations. However, should the Company fail to prevail in any legal matter, including the Pulsetto litigation referenced in “Note 17 – Legal Proceedings”, or should several legal matters be resolved against the Company in the same reporting period, such matters could have a material adverse effect on the Company’s operating results and cash flows for that particular period. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450 , “Contingencies.” Legal costs are expensed as incurred. F- 29 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued Purchase Commitments The Company enters into contracts in the normal course of business with contract research organizations for its clinical trials, contract manufacturing organizations for the manufacture and supply of its clinical and commercial product needs and other vendors for other research and development and commercial activities, as well as services and products for operating purposes. The Company’s agreements generally provide for termination with notice. Such agreements that are cancelable contracts are not included as purchase commitments. The Company has included as purchase obligations its commitments under agreements to the extent they are quantifiable and are not cancelable. The Company has no material purchase obligations as of December 31, 2025. 2025 CVR Agreement On May 1, 2025 (the “NURO Closing Date”), the Company completed its previously announced acquisition of NURO (following consummation of the Merger, the “Surviving Corporation”), pursuant to the terms of the Agreement and Plan of Merger dated as of December 17, 2024 (the “Merger Agreement”) by and among the Company, NURO, and Nexus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, on the NURO Closing Date, Merger Sub merged with and into NURO, with NURO surviving as a wholly-owned subsidiary of the Company (the “Merger”). Immediately prior to the effective time (the “Effective Time”) of the Merger, the Company entered into a contingent value rights agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”), pursuant to which the holders (each, a “Holder”) of (i) shares of common stock, par value $ 0.0001 per share, of NURO (the “NURO Common Stock”) outstanding immediately prior to the Effective Time, (ii) outstanding awards of restricted stock with respect to shares of NURO Common Stock, outstanding at the Effective Time, (iii) NURO restricted stock units outstanding at the Effective Time, (iv) all issued and outstanding shares of NURO’s preferred stock, par value $ 0.001 per share, outstanding at the Effective Time, and (v) each stock option granted by NURO to purchase NURO Common Stock, outstanding immediately prior to the Effective Time, may become entitled to contingent cash payments (each, a “Contingent Payment”) that net of certain transaction expenses, will equal (1) 8% of the Quell Net Sales (as defined in the CVR Agreement) during the first 12-month period after the NURO Closing Date, in an amount up to $500,000 (the “First Quell Net Sales Payment”), but if 8% of the Quell Net Sales during such period is less than $25,000, the First Quell Net Sales Payment shall be zero; (2) 6% of the Quell Net Sales during the second 12-month period after the NURO Closing Date, an amount up to $500,000 minus the amount of the First Quell Net Sales Payment (the “Second Quell Net Sales Payment”), but if 6% of the Quell Net Sales during such second period is less than $25,000, the Second Quell Net Sales Payment shall be zero; (3) the amounts received by the Company after the Effective Time pursuant to any Disposition Agreement (as defined in the CVR Agreement) signed prior to the Effective Time with respect to the disposition of NURO’s DPNCheck® Business; (4) an amount equal to $125,000 less any funds used by the Company as of July 1, 2025 out of a reserve of $250,000 for payment of potential expenses of the Company that were reserved against NURO’s net cash balance (as determined pursuant to the Merger Agreement); and (5) the balance of the funds remaining in the reserve as of May 1, 2027. In October 2025, after giving effect to a deduction for certain transaction expenses of the Rights Agent, the Company distributed approximately $ 0.105 per contingent value right to the former holders of common stock of NURO, representing an aggregate distribution of approximately $ 221,000 . In addition, the Company distributed approximately $ 22,000 to the former holders of NURO restricted stock units and participants in the NURO’s management incentive rights plan, in accordance with the terms of the CVR Agreement. Under the CVR Agreement, the Rights Agent has, and Holders of at least 20% of the CVRs then-outstanding have, certain rights to audit and enforcement on behalf of all Holders of the CVRs. The Company shall cause NURO to use commercially reasonable efforts to consummate transactions contemplated by any Disposition Agreement, as such efforts are further described in the CVR Agreement. F- 30 ELECTROCORE, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements — Continued The CVR Agreement has a term commencing on the Effective Date and ending on the earlier of (a) December 31 of the calendar year in which Company shall have caused to be paid to the Holders pursuant to the terms of the CVR Agreement all Distributions (as defined in the CVR Agreement) with respect to all payments (including any contingent payments) contemplated to be made by the applicable buyer pursuant to any Disposition Agreement, and (b) December 31, 2030. See “Note 18 – Acquisitions” for additional information about the Merger. Note 17. Legal Proceedings UAB Pulsetto v. electroCore, Inc. On June 11, 2025, UAB Pulsetto (“Pulsetto”) filed a declaratory judgment action against the Company in the United States District Court for the District of New Jersey, captioned UAB Pulsetto v. electroCore, Inc., Civ. No. 25-10036 (D.N.J.), asserting that its non-invasive vagus nerve stimulation product does not infringe the Company’s U.S. Patent No. 11,446,491 (the “491 Patent”). On July 16, 2025, the Company filed a responsive pleading, answering the complaint and asserting counterclaims, that Pulsetto’s non-invasive vagus nerve stimulation product infringes the ‘491 Patent, as well as the Company’s U.S. Patent Nos. 8,948,873, 9,339,653, 10,874,857, 8,843,210, 9,242,092, 11,623,078, and 10,441,780, as well as claims that Pulsetto’s commercial conduct has infringed and continues to infringe the Company’s Truvaga™ and gammaCore® trademarks, and committed acts of false advertising and unfair competition in violation of state and federal law. On September 5, 2025, Pulsetto requested leave to file a motion to dismiss the Company’s counterclaims for lack or jurisdiction and/or insufficient pleadings. The Company has opposed that request, which has not yet been considered by the trial judge. On September 9, 2025, the court approved a schedule for discovery, and certain proceedings, filings, submissions, motions, reports and conferences. The parties have exchanged initial requests for the production of documents relevant to the dispute and have proceeded with exchanging their respective infringement and invalidity contentions, as the case may be. The parties are still in the early stages of discovery. The parties held an in-person settlement conference with a Judge Magistrate on March 4, 2026. The Company believes that Pulsetto’s claim is without merit and intends to defend vigorously against it and to pursue vigorously the Company’s patent and non-patent counterclaims against Pulsetto. The Company expenses associated legal fees in the period they are incurred, and in light of, among other things, the preliminary stage of the litigation, the Company is unable to determine the reasonable probability of loss or a range of potential loss or gain or a range of potential gain. Accordingly, the Company has not established an accrual for potential losses or gains, if any, that could result from any unfavorable or favorable outcome, and there can be no assurance that these litigation matters will not result in substantial litigation costs and/or judgments or settlements that could adversely affect the Company’s financial condition. Note 18. Acquisitions On the NURO Closing Date, the Company completed its previously announced acquisition of NURO, pursuant to the terms of the Merger Agreement by and among the Company, NURO, and Nexus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into NURO, with NURO surviving as a wholly-owned subsidiary of the Company. See “Note 16 – Commitments and Contingencies” for additional information. Note 19. Related Party Transactions In 2023, an executive of the Company co-founded the Vagus Nerve Society, an academic society dedicated to the ongoing education and training of scientists and clinicians and the power of the vagus nerve and its application in a broad spectrum of health-related conditions. During the twelve months ended December 31, 2025 and December 31, 2024, the Company incurred aggregate expenses of $ 150,000 and $ 150,000 , respectively, for unrestricted and directed educational grants to the Vagus Nerve Society. Consulting Agreements On October 4, 2024, the Company and a former executive entered into a consulting agreement pursuant to which the former executive will provide financial and accounting consulting services to the Company on an hourly basis for 12 months after the effective date of his retirement, which was subsequently extended to a monthly basis upon mutual agreement. The Company paid the former executive approximately $ 4,600 for consulting services during 2025. On July 11, 2024, the Company and a member of its board of directors entered into a consulting agreement pursuant to which the board member is expected to begin providing consulting and advisory services to the Company’s Chief Executive Officer for a 1 one-year term as of the completion of his service on the Board, effective as of immediately prior to the Company’s 2025 Annual Meeting of Stockholders. The director will be paid an hourly or per diem fee for such services rendered, if any, and was granted a stock option to purchase 50,000 shares of common stock of the Company at an exercise price of $ 6.43 per share, which shall vest and be exercisable in 12 equal monthly installments, subject to full vesting, if earlier, immediately prior to the 2025 Annual Meeting of Stockholders or a Change of Control so long as the director remains in continuous service to the Company through such date. The Company paid the former board member approximately $ 3,000 for consulting services during 2025. Note 20. Subsequent Event As of March 17, 2026, Daniel S. Goldberger notified the Company of his intention to retire as Chief Executive Officer effective April 1, 2026 (the “Separation Date”). Mr. Goldberger also resigned as a member of the Company’s Board effective March 17, 2026. Pursuant to and subject to the terms and conditions of Mr. Goldberger’s separation agreement, and in accordance with our Executive Severance Policy, he will receive a cash severance payment of $ 1,200,098 , payable in substantially equal installments over the 12-month period commencing on the Company’s first regular payroll date following the Separation Date. Subsequent to December 31, 2025, the Company recorded a liability for the severance amount upon the execution of the separation agreement. F- 31