UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 9, 2022, electroCore, Inc. (the “Company”) announced that its board of directors (the “Board”) appointed two new members, effective March 15, 2022. The newly appointed Class I members of the Board are Patricia Wilber and Julie Ann Goldstein (the “New Directors”). As Class I directors, Ms. Wilber’s and Ms. Goldstein’s term each lasts until the Company’s 2022 annual meeting of stockholders.
Neither of the New Directors is a party to, or has any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between any of the New Directors and any other persons pursuant to which each was selected as a director.
In connection with their appointment, each of the New Directors is expected to be granted an inaugural award pursuant to the Company’s Non-Employee Director Compensation Policy.
Additionally, each of the New Directors and the Company will enter into the Company’s standard form of indemnification agreement for directors and executive officers.
The Company also announced that two current Class I members of the Board, Stephen Ondra, M.D., and Michael G. Atieh, will be resigning from the Board. The Board accepted Dr. Ondra’s resignation effective March 4, 2022. It is expected that Mr. Atieh will serve the rest of his term until the Company’s 2022 annual meeting of stockholders. Dr. Ondra’s and Mr. Atieh’s decisions to resign did not result from any disagreement with the Company on any matter relating to Company operations, policies or practices.
By resolution of the Board, the size of the Board was decreased from nine members to eight members on March 4, 2022. As of March 15, 2022, the size of the Board will increase from nine members to 10 members, and the size of the Board will be reduced to nine members effective immediately prior to the Company’s 2022 annual meeting of stockholders.
A copy of the press release announcing the foregoing matters is filed with this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated March 9, 2022. | |
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. | |
| March 9, 2022 | /s/ Brian Posner |
| Brian Posner | |
| Chief Financial Officer |