8-K
electroCore, Inc. (ECOR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported)
September 2, 2025
electroCore,Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-38538 | 20-3454976 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
200Forge Way, Suite 205
Rockaway,NJ 07866
(Addressof principal executive offices and zip code)
(973)290-0097
(Registrant’stelephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Nameof each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.001 Per Share | ECOR | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Appointmentof New Director
On September 2, 2025, the Board of Directors (the “Board”) of electroCore, Inc. (the “Company”) appointed Elena Bonfiglioli as a new Class II member of the Board. The term of each Class II director lasts until the Company’s 2026 annual meeting of stockholders. In connection with the appointment of Ms. Bonfiglioli to the Board, the size of the Board was increased by resolution of the Board from seven members to eight members on September 2, 2025.
Ms. Bonfiglioli, age 53, 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. 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.
There are no arrangements or understandings between Ms. Bonfiglioli and any other persons pursuant to which she was selected as a director of the Company.
In connection with her appointment to the Board, Ms. Bonfiglioli will receive the Company’s standard non-employee director compensation, including an inaugural equity award, pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which was filed with the SEC as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 on August 24, 2023. Additionally, Ms. Bonfiglioli and the Company will enter into the Company’s standard indemnification agreement for directors and executive officers, the form of which was filed with the SEC as Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A on May 21, 2018.
Appointmentof Chairman of the Board
On September 2, 2025, Thomas J. Errico, M.D., a Class II member of the Board, chairman of the Nominating and Governance committee of the Board, and member of the Compensation Committee of the Board, was appointed chairman of the Board. In his role as chairman of the Board, Dr. Errico succeeds F. Peter Cuneo, who, as previously announced, retired and did not stand for re-election to the Board at the Annual Meeting (as defined in Item 5.07).
The Company extends its deep gratitude and appreciation to Mr. Cuneo for his years of dedicated leadership and service to the Company and all its shareholders. Mr. Cuneo’s decision not to stand for re-election to the Board is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices.
Appointmentof Member to the Audit Committee
On August 1, 2025, James C. Theofilos, a new Class II director, was appointed to the Audit Committee of the Board.
Item5.07. Submission of Matters to a Vote of Security Holders.
On September 2, 2025, the Company held its Annual Meeting (the “Annual Meeting”). The total number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company entitled to vote at the Annual Meeting was 7,466,425 and there were present, in person or by proxy, 4,633,168 shares of Common Stock, which constituted a quorum for the Annual Meeting. The matters voted upon and the results of the vote were as follows:
Proposal 1: Approval and adoption of amendments to the Company’s Certificate of Incorporation, as amended (the “Charter”) to declassify the Board and make related changes.
A proposal to approve and adopt amendments to the Charter to declassify the Board and make related changes did not receive a sufficient number of votes from stockholders to be approved. In order to be approved, this proposal required the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at the Annual Meeting. Although 94.62% of the shares voted at the Annual Meeting were voted in favor of this proposal, only 14.05% of the total number of shares outstanding at the record date and entitled to vote were voted in favor of the proposal. The vote totals for this proposal were as follows:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> <br>ONN-VOTES |
|---|---|---|---|
| 1,049,033 | 59,558 | 32,688 | 3,491,889 |
Proposal 2: Election of three Class I Directors to the Board for a three-year term of office expiring at the 2028 annual meeting of stockholders.
The following directors were elected to a three-year term of office expiring at the 2028 annual meeting of stockholders:
| NOMINEE | FOR<br><br> <br>(#) | FOR<br><br> <br>(%) | WITHHELD | WITHHELD<br><br> <br>(%) | BROKER NON-VOTES |
|---|---|---|---|---|---|
| Daniel<br> S. Goldberger | 1,038,247 | 90.97 | 103,032 | 9.03 | 3,491,889 |
| Julie<br> A. Goldstein | 954,261 | 83.61 | 187,018 | 16.39 | 3,491,889 |
| Patricia<br> Wilber | 969,541 | 84.95 | 171,738 | 15.05 | 3,491,889 |
Proposal 3: Ratification of CBIZ CPAs P.C. (“CBIZ CPAs”) as Independent Registered Public Accounting Firm.
A proposal to ratify the selection of CBIZ CPAs as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025, was adopted with the votes shown:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> <br>NON-VOTES |
|---|---|---|---|
| 4,466,992 | 92,170 | 74,006 | 0 |
Proposal 4: Approval, by non-binding advisory vote, of the resolution approving named executive officer compensation.
The compensation of the Company’s named executive officers was approved, by a non-binding advisory vote, as follows:
| FOR | AGAINST | ABSTAIN | BROKER<br><br> <br>NON-VOTES |
|---|---|---|---|
| 952,206 | 137,682 | 51,391 | 3,491,889 |
Item7.01. Regulation FD Disclosure.
On September 3, 2025, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Ms. Bonfiglioli to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated September 3, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| electroCore, Inc. | |
|---|---|
| September<br> 3, 2025 | /s/ Joshua S. Lev |
| Joshua<br> S. Lev | |
| Chief<br> Financial Officer |
Exhibit99.1
electroCoreAppoints Elena Bonfiglioli to Board of Directors
ROCKAWAY,N.J., September 3, 2025 — electroCore, Inc. (Nasdaq: ECOR), a commercial-stage bioelectronic medicine and wellness company, today announced that Elena Bonfiglioli, an accomplished healthcare executive, has been appointed to electroCore’s Board of Directors, effective September 2, 2025. Ms. Bonfiglioli’s appointment follows the retirement from the Board of Peter Cuneo.
Ms. Bonfiglioli has been working in the health sector for more than two decades. She currently serves as Microsoft’s Global Business Leader for Healthcare, Pharma Life Sciences, and the International clinical applications’ solutions, responsible for go-to-market, commercial, and partnerships, enabling artificial intelligence (“AI”) transformation initiatives in health providers, payors and Life Sciences’ organizations globally. Since 2023, Ms. Bonfiglioli has been a Member of the Drug Information Association (“DIA”) for Europe, Middle East & Africa Regional Advisory Council, and serves as a board member of several startups in Europe and the Middle East and as advisor for biopharma organizations. Ms. Bonfiglioli was selected twice as one of the top 50 AI Innovators by Intelligent Health and was one of the founding members of the Holomedicine Association; and Vice Chair of the DIGITALEUROPE Executive Council for Healthcare since its creation in 2021. Ms. Bonfiglioli was a champion for secondary use of data to enhance research and activate the power of data to save lives. She recently joined the Board of The Women Health Initiative, a community powered by Kearney. She is active in the field of longevity and champions the shift to health enhanced by data and AI.
“I am excited about electroCore’s ability to address chronic pain and other challenges with a drug-free solution that is accessible for so many people, empowering consumers and patients to take control of their health outcomes,” commented Ms. Bonfiglioli. “I look forward to bringing my experience, both with global companies like Microsoft and with startups around the world, to drive growth and market expansion.”
“We continue to strengthen our corporate governance, and adding an accomplished executive like Elena is an important next step,” commented Dan Goldberger, CEO of electroCore, Inc.
AboutelectroCore, Inc.
electroCore, Inc. is a commercial stage bioelectronic technology company whose mission is to improve health and quality of life through innovative non-invasive bioelectronic technologies. The Company’s two leading prescription products, gammaCore non-invasive vagus nerve stimulation (nVNS) and Quell neurostimulator, treat chronic pain syndromes through non-invasive neuromodulation technology. Additionally, the company commercializes its handheld, and personal use Truvaga and TAC-STIM nVNS products utilizing bioelectronic technologies to promote general wellness and human performance.
For more information, visit www.electrocore.com.
Forward-LookingStatements
This press release and other written and oral statements made by representatives of electroCore may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements about the anticipated contributions of a newly appointed director, the Company’s future business strategies, growth opportunities, prospects, product development, and market expansion, and other statements that are not historical in nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “believes,” “intends,” and other words of similar meaning, derivations of such words and the use of future dates. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to use strategic partnerships to provide more accessibility to those looking to purchase our consumer devices, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize its products, electroCore’s results of operations and financial performance, inflation and currency fluctuations, and any expectations electroCore may have with respect thereto, competition in the industry in which electroCore operates and overall economic and market conditions. Any forward-looking statements are made as of the date of this press release, and electroCore assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents electroCore files with the SEC available at www.sec.gov.
Contact
ECOR Investor Relations
(973) 302-9253
investors@electrocore.com