electroCore, Inc. — Major Shareholding Notification 2025

Mar 24, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13G/A 0000908834-23-000171 0002003243 XXXXXXXX LIVE 1 Common Stock, par value $0.001 per share 03/21/2025 0001560258 electroCore, Inc. 28531P103 200 FORGE WAY 200 FORGE WAY ROCKAWAY NJ 07866 Rule 13d-1(c) Theofilos Charles Steve X1 358557.00 85973.00 358557.00 85973.00 444530.00 6.2 IN The shares reported in rows 5 and 7 above include (i) 326,437 shares of Common Stock held in Charles Theofilos' IRA account and (ii) 32,120 shares of Common Stock issued to Charles Theofilos upon the vesting of deferred stock units. The shares reported in rows 6, 8, and 9 include 85,973 shares of Common Stock held in a joint account between Charles Theofilos and Kathryn Theofilos. The percentage in row 11 above is based on (i) 7,193,092 shares of Common Stock outstanding as of March 6, 2025, as described in the issuer's Form 10-K filed with the SEC on March 12, 2025. Kathryn Theofilos X1 8556.00 364245.00 8556.00 364245.00 372801.00 N 5.1 IN The shares reported in rows 5 and 7 above represent 8,556 shares of Common Stock held individually by Kathryn Theofilos. Rows 6, 8 and 9 above include (i) 85,973 shares of Common Stock held in a joint account between Charles and Kathryn Theofilos, (ii) 153,168 shares of Common Stock held by Happy Holstein, LLLP, of which Happy Holstein Management, LLC (HH Management) is the general partner, of which Kathryn Theofilos is the manager, (iii) 790 shares of Common Stock held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos is the manager, and (iv) 124,314 shares of Common Stock issuable upon exercise of pre-funded warrants held by HH Management. Excludes 1,427,463 shares of Common Stock issuable upon exercise of pre-funded warrants and warrants held by HH Management due to a 9.99% beneficial ownership limitation. See Item 4 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 11 above is based on (i) 7,193,092 shares of Common Stock outstanding as of March 6, 2025, as described in the issuer's Form 10-K filed with the SEC on March 12, 2025 and (ii) 124,314 shares of Common Stock issuable upon exercise of pre-funded warrants held by HH Management. Happy Holstein Management, LLC FL 0.00 277482.00 0.00 277482.00 277482.00 N 3.8 OO The shares reported in rows 6, 8 and 9 above include (i) 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, and (ii) 124,314 shares of Common Stock issuable upon exercise of pre-funded warrants held by HH Management. Excludes 1,427,463 shares of Common Stock issuable upon exercise of pre-funded warrants and warrants held by HH Management due to a 9.99% beneficial ownership limitation. See Item 4 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 11 above is based on (i) 7,193,092 shares of Common Stock outstanding as of March 6, 2025, as described in the issuer's Form 10-K filed with the SEC on March 12, 2025 and (ii) 124,314 shares of Common Stock issuable upon exercise of pre-funded warrants held by HH Management. electroCore, Inc. 200 FORGE WAY, 200 FORGE WAY, ROCKAWAY, NEW JERSEY, 07866. The names of the reporting persons are (i) Charles Steve Theofilos, M.D., (ii) Kathryn Theofilos, Dr. Theofilos' spouse, and (iii) Happy Holstein Management, LLC (HH Management), a Florida limited liability company (collectively, the Reporting Persons). Explanatory note: The Reporting Persons initially reported their beneficial ownership of the issuer on Schedule 13G filed with the SEC on December 7, 2023, and subsequently reported their beneficial ownership on Schedule 13D with the SEC on December 18, 2023, as amended on June 7, 2024 (the Schedule 13D). On March 21, 2025, the Reporting Persons determined that (i) they do not have beneficial ownership over the shares owned by the adult children of Charles Theofilos and Kathryn Theofilos as previously reported on the Schedule 13D, and (ii) pursuant to Rule 13d-1(h), the Reporting Persons are each eligible to again report their beneficial ownership of the issuer on Schedule 13G. This Schedule 13G is being filed to update the beneficial ownership of the Reporting Persons and to reflect the Reporting Persons' determination that they are now eligible to report on Schedule 13G, rather than Schedule 13D. Accordingly, this Schedule 13G shall amend and supersede the Schedule 13D. The principal business address of the Reporting Persons is 300 Village Square Crossing, Suite 102, Palm Beach Gardens, FL 33410. Each of Charles Theofilos and Kathryn Theofilos are citizens of the United States. HH Management is organized in Florida. Y Charles Theofilos beneficially owns 444,530 shares of Common Stock. Kathryn Theofilos beneficially own 372,801 shares of Common Stock. HH Management beneficially owns 277,482 shares of Common Stock. As of the date of this Schedule 13G (Amendment No. 1), HH Management holds warrants exercisable for an aggregate of 1,551,777 shares of Common Stock (the Warrants). The Warrants consist of: (i) 113,314 pre-funded warrants purchased by HH Management in July 2023; 283,285 common warrants purchased by HH Management in July 2023; (iii) 770,119 pre-funded warrants purchased by HH Management in June 2024; and (iv) 385,059 common warrants purchased by HH Management in June 2024. As noted in their terms, the Warrants may not be exercised if the holder, together with its affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, would beneficially own more than 9.99% of the issuer's outstanding shares of Common Stock (the Beneficial Ownership Limitation). The foregoing description of the Warrants is qualified by the full text of such form of warrants which are attached as exhibits to this Schedule 13G (Amendment No. 1). The beneficial ownership of the amounts for Kathryn Theofilos and HH Management above include 124,314 shares of Common Stock issuable upon exercise of Warrants held by HH Management. The amounts exclude 1,427,463 shares of Common Stock underlying Warrants held by HH Management that are not currently exercisable due to the Beneficial Ownership Limitation. Charles Theofilos beneficially owns 6.2% of the issuer's Common Stock. Kathryn Theofilos beneficially owns 5.1% of the issuer's Common Stock. HH Management beneficially owns 3.8% of the issuer's Common Stock. The percentages are based on (i) 7,193,092 shares of Common Stock outstanding as of March 6, 2025, as described in the issuer's Form 10-K filed with the SEC on March 12, 2025, and (ii) 124,314 shares of Common Stock issuable upon exercise of pre-funded warrants held by Happy Holstein. Charles Theofilos has sole power to vote or to direct the vote with respect to 358,557 shares of Common Stock. Kathryn Theofilos has sole power to vote or to direct the vote with respect to 8,556 shares of Common Stock. HH Management has no sole power to vote or to direct the vote with respect to the issuer's shares of Common Stock. Charles Theofilos has shared power to vote or to direct the vote with respect to 85,973 shares of Common Stock. Kathryn Theofilos has shared power to vote or to direct the vote with respect to 364,245 shares of Common Stock. HH Management has shared power to vote or to direct the vote with respect to 277,482 shares of Common Stock. Charles Theofilos has sole power to dispose or to direct the disposition with respect to 358,557 shares of Common Stock. Kathryn Theofilos has sole power to dispose or to direct the disposition with respect to 8,556 shares of Common Stock. HH Management has no sole power to dispose or to direct the disposition with respect to the issuer's shares of Common Stock. Charles Theofilos has shared power to dispose or to direct the disposition with respect to 85,973 shares of Common Stock. Kathryn Theofilos has shared power to dispose or to direct the disposition with respect to 364,245 shares of Common Stock. HH Management has shared power to dispose or to direct the disposition with respect to 277,482 shares of Common Stock. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. Form of 2023 Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the issuer on July 31, 2023: https://www.sec.gov/Archives/edgar/data/1560258/000119380523001031/e618813_ex4-1.htm Form of 2023 Common Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the issuer on July 31, 2023: https://www.sec.gov/Archives/edgar/data/1560258/000119380523001031/e618813_ex4-2.htm Form of 2024 Pre-funded Warrant (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by the issuer on June 3, 2024: https://www.sec.gov/Archives/edgar/data/1560258/000119380524000740/e663679_ex4-3.htm Form of 2024 Common Warrant (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the issuer on June 3, 2024: https://www.sec.gov/Archives/edgar/data/1560258/000119380524000740/e663679_ex4-2.htm Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on December 7, 2023): https://www.sec.gov/Archives/edgar/data/1560258/000090883423000171/13g_theofolisex.htm Theofilos Charles Steve /s/ Charles Theofilos Charles Theofilos 03/24/2025 Kathryn Theofilos /s/ Kathryn Theofilos Kathryn Theofilos 03/24/2025 Happy Holstein Management, LLC /s/ Kathryn Theofilos Kathryn Theofilos, Manager 03/24/2025