Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 29, 2024, electroCore, Inc. (the "Company") entered into an At The Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC, as sales agent ("Wainwright"). Under the Sales Agreement, the Company may offer and sell shares of its common stock, par value $0.001 per share, from time to time having an aggregate offering price of up to $20,000,000 (the "Shares") during the term of the Sales Agreement through Wainwright, acting as sales agent. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Sales Agreement. The Shares will be issued pursuant to the Company's previously filed and effective Registration Statement on Form S-3 (File No. 333-262223), which was initially filed with the Securities and Exchange Commission (the "SEC") on January 18, 2022 and declared effective on January 25, 2022. The Company intends to use the net proceeds from the offering, if any, to continue to fund sales and marketing, working capital and for other general corporate purposes. The aggregate market value of Shares eligible for sale under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction.

The Company is not obligated to sell any Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Wainwright will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market ("Nasdaq"), to sell Shares from time to time based upon the Company's instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

Under the Sales Agreement, Wainwright may sell Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended.

The Sales Agreement may be terminated by Wainwright or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by Wainwright at any time in certain circumstances, including the occurrence of a material adverse change in the Company's business or financial condition that may materially impair each Wainwright's ability to sell the Shares. In addition, the Company has agreed to reimburse certain expenses incurred by Wainwright in connection with the offering.

The Company has agreed to pay Wainwright a commission equal to 3.0% of the gross proceeds from the sales of Shares pursuant to the Sales Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Sales Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Sales Agreement and in the context of the specific relationship between the parties. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company's filings with the SEC.

The opinion of the Company's counsel regarding the validity of the Shares that may be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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