electroCore, Inc. — Director's Dealing 2024

Jun 7, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: electroCore, Inc. (ECOR)
CIK: 0001560258
Period of Report: 2024-06-05

Reporting Person: Theofilos Charles Steve (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-05	Common Stock Warrants (right to buy)	$6.43	P	385059	Acquired		Common Stock (385059)	Indirect
2024-06-05	Prefunded Common Stock Warrants (right to buy)	$0.001	P	770119	Acquired		Common Stock (770119)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	437620	Direct
Common Stock	153168	Indirect
Common Stock	790	Indirect
Common Stock	6142	Indirect
Common Stock	8556	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (right to buy)	$		Common Stock (283285)	283285	Indirect
Prefunded Common Stock Warrants (right to buy)	$		Common Stock (113314)	113314	Indirect

Footnotes

F1: Includes 25,210 shares of common stock underlying Deferred Stock Units ("DSUs") which were granted by the Issuer to the reporting person on January 1, 2024. As previously reported in the Form 4 filed by the reporting person on January 3, 2024, such DSUs vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the reporting person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.

F2: These shares of common stock are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC ("HH Management") is the general partner, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.

F3: These shares of common stock are held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.

F4: These shares of common stock are held by the reporting person's adult children. Kathryn Theofilos, the reporting person's spouse, shares voting and dispositive power over such shares. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.

F5: These shares of common stock are held by Kathryn Theofilos, the reporting person's spouse. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.

F6: On June 5, 2024, in a private placement effected pursuant to a securities purchase agreement between the Issuer and certain investors, the Issuer issued to HH Management (i) common stock warrants (the "June 2024 Warrants") to purchase 385,059 shares of common stock at an exercise price of $6.43 per share (subject to adjustment) and (ii) prefunded common stock warrants (the "June 2024 Prefunded Warrants") to purchase 770,119 shares of common stock at an exercise price of $0.001 per share (subject to adjustment). Each June 2024 Prefunded Warrant and 1/2 June 2024 Warrant was purchased for a combined effective purchase price of $6.4924.

F7: The holder of these June 2024 Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation (as defined below), and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.

F8: The holder of these June 2024 Prefunded Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Prefunded Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.

F9: The holder of these common stock warrants (the "2023 Warrants") is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The 2023 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $4.35 (subject to adjustment) and will expire on February 2, 2029. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any 2023 Warrants or any shares of common stock issuable upon their exercise.

F10: The holder of these prefunded common stock warrants (the "2023 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The 2023 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any 2023 Prefunded Warrants or any shares of common stock issuable upon their exercise.