electroCore, Inc. Announces Closing of $9.3 Million Registered Direct Offering and Concurrent Private Placements Priced At Market Under Nasdaq Rules
electroCore has closed a $9.3M registered direct offering and concurrent private placements. The offering includes 225,000 pre-funded warrants and 112,500 common stock warrants sold to institutional investors, plus 1,208,310 shares and 604,150 warrants sold in separate private placements. Each pre-funded warrant was priced at $6.43, exercisable at $0.001 per share, while shares were priced at $6.43 each. The total gross proceeds are $9.3M, with $5.645M from company directors and officers. Funds are earmarked for sales, marketing, working capital, and general purposes. CEO Dan Goldberger highlights strong revenue momentum and operational leverage, expecting positive cash flow by 2025.
- Successfully raised $9.3 million through a combination of registered direct offerings and private placements.
- Gross proceeds include significant investment from directors and officers, totaling approximately $5.645 million.
- Funds will be utilized for sales, marketing, working capital, and general corporate purposes, positioning the company for growth.
- CEO reports strong revenue momentum during the first two months of Q2 and expects positive cash flow by 2025.
- Warrants are immediately exercisable, providing potential future capital influx.
- The issuance of warrants and shares may lead to shareholder dilution.
- The company has yet to achieve positive cash flow from operations, projected to occur in 2025.
- High dependency on investor confidence, particularly from returning investors and company insiders.
- The offering is priced at market under Nasdaq rules, which may not provide a significant premium to current shareholders.
- Potential risks related to the allocation and effective use of the raised capital.
Insights
The announcement that electroCore, Inc. has successfully closed a
The involvement of directors and officers in contributing approximately $5.645 million signals a strong vote of confidence from internal leadership, which can reassure external investors about the company's direction and stability. This level of insider investment is often viewed positively by the market.
However, investors should also consider the dilution effect of this issuance on existing shares. The issuance of new shares and warrants increases the total number of shares outstanding, which can dilute the value of existing shares. This can be a concern, especially if the company's performance doesn't improve proportionately with the expanded capital base.
Given the company's plan to reach positive cash flow by 2025, long-term investors may see this capital raise as a necessary step to support growth and operational activities. However, short-term investors might be more wary of the immediate dilution and potential volatility in stock price.
This financing round demonstrates that electroCore is actively seeking to bolster its market position in the bioelectronic medicine and wellness space. The fact that the offering was priced at $6.43 per share, which is close to current market prices, suggests that the company believes its shares are fairly valued right now. This strategic move could be aimed at solidifying the company’s market position ahead of expected future growth in the bioelectronic medicine market.
However, the issuance of pre-funded warrants can be a double-edged sword. While it provides immediate capital without waiting for the shares to be sold in the open market, it also suggests that the company anticipates future stock appreciation, encouraging current holders to wait before exercising their warrants. This could lead to future stock price pressure as these warrants are exercised.
The company's reliance on raising capital through private placements and direct offerings, rather than through revenue or operational profits, points towards a company still in its high-growth phase, potentially high-risk but also high-reward. This phase could lead to significant gains if the company successfully capitalizes on its investments in sales and marketing.
ROCKAWAY, N.J., June 06, 2024 (GLOBE NEWSWIRE) -- electroCore, Inc. (Nasdaq: ECOR) (“electroCore” or the “Company”), a commercial-stage bioelectronic medicine and wellness company, today announced the closing of its previously announced registered direct offering of 225,000 registered pre-funded warrants to purchase shares of common stock (the “registered pre-funded warrants”) to an institutional accredited investor; the concurrent private placement of unregistered common stock warrants to purchase up to 112,500 shares of common stock to the investor; and the separate private placement of an aggregate of 1,208,310 shares of common stock (or pre-funded warrants to purchase common stock) and common stock warrants to purchase up to an aggregate of 604,150 shares of common stock, to certain institutional and accredited investors and directors and officers of the Company.
All pre-funded warrants were sold at a purchase price of
The aggregate gross proceeds to the Company from the issuance and sale of the securities described above is approximately
Dan Goldberger, CEO of electroCore stated, “We appreciate the confidence of our returning investors. The Company’s revenue continued showing strong momentum during the first two months of the second quarter. I believe the business is demonstrating operating leverage, and that we have access to adequate cash to fund the business until we generate positive cash flow from operations in 2025.”
The registered pre-funded warrants were offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-262223), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2022, and declared effective by the SEC on January 25, 2022. The offering of such securities was made only by means of a prospectus supplement and the accompanying base prospectus that form a part of the registration statement. A final prospectus supplement and the accompanying base prospectus has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov.
The offer and sale of the securities described herein, other than the registered pre-funded warrants, was not covered by a registration statement, and was made in transactions not involving a public offering, and such securities have not been registered 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/or Rule 506(b) of Regulation D promulgated thereunder. The Company has agreed to register the shares of common stock issued in the private placements and the shares of common stock underlying the warrants issued in the private placement on a resale registration statement to be filed with the SEC.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About electroCore, Inc.
electroCore, Inc. is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. The Company’s focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets.
For more information, visit www.electrocore.com.
Forward-Looking Statements
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 intended use of net proceeds from the transactions described in this press release, statements regarding the Company’s cash flows and operating leverage or ability to raise additional capital if needed, electroCore’s business prospects and clinical and product development plans; its pipeline or potential markets for its technologies; the timing, outcome and impact of regulatory, clinical and commercial developments; business prospects around its prescription gammaCore product, general wellness Truvaga and TAC-STIM products, and other potential new products and markets, 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 raise the additional funding needed to continue to pursue electroCore’s business and product development plans, the inherent uncertainties associated with developing new products or technologies, the ability to commercialize gammaCore, TAC-STIM, and Truvaga, 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
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