Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
electroCore, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
28531P103 (CUSIP Number) |
C. Christopher Murillo, Esq. Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place Rochester, NY, 14604 585-231-1396 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
Theofilos Charles Steve | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
444,530.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include 85,973 shares of Common Stock held in a joint account between Charles and Kathryn Theofilos. The percentage in row 13 above is based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the Issuer's Form 10-Q filed with the SEC on May 7, 2025.
SCHEDULE 13D
|
| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
Kathryn Theofilos | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
396,917.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The shares reported in rows 7 and 9 above represent 8,556 shares of Common Stock held individually by Kathryn Theofilos. Rows 8, 10 and 11 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) 148,430 shares of Common Stock issuable upon exercise of warrants held by HH Management. Excludes 1,403,347 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 Items 5 and 6 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 13 above is based on (i) 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the Issuer's Form 10-Q filed with the SEC on May 7, 2025 and (ii) 148,430 shares of Common Stock issuable upon exercise of warrants held by HH Management.
SCHEDULE 13D
|
| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
Happy Holstein Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
301,598.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The shares reported in rows 8, 10 and 11 above include (i) 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 and (ii) 148,430 shares of Common Stock issuable upon exercise of warrants held by HH Management. Excludes 1,403,347 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 Items 5 and 6 for more information regarding the warrants and beneficial ownership limitations. The percentage in row 13 above is based on (i) 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the Issuer's Form 10-Q filed with the SEC on May 7, 2025 and (ii) 148,430 shares of Common Stock issuable upon exercise of warrants held by HH Management.
SCHEDULE 13D
|
| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
James Theofilos | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,391.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
James Theofilos' beneficial ownership percentage is 0.02%. The percentage is based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as described in the Issuer's Form 10-Q filed with the SEC on May 7, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
electroCore, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 FORGE WAY, SUITE 205, ROCKAWAY,
NEW JERSEY
, 07866. | |
Item 1 Comment:
Charles Steve Theofilos, M.D., Kathryn Theofilos and Happy Holstein Management, LLC, a Florida limited liability company (collectively, the "Initial Reporting Persons") initially reported their beneficial ownership of the Issuer on Schedule 13G filed with the SEC on December 7, 2023. The Initial Reporting Persons subsequently reported their beneficial ownership on Schedule 13D with the SEC on December 18, 2023, as amended on June 7, 2024. Upon the Initial Reporting Person's eligibility to again report their beneficial ownership on Schedule 13G, the Initial Reporting Persons filed a Schedule 13G with the SEC on March 24, 2025 (collectively, the "Prior Ownership Reports"). This Schedule 13D (the "Schedule 13D") amends the Schedule 13G and is being filed to: (1) add James Theofilos as a reporting person (together with the Initial Reporting Persons, the "Reporting Persons"); and (2) reflect that the Reporting Persons now beneficially own the Issuer's securities with the purpose of seeking to change or influence control over the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | The names of the Reporting Persons are (i) Charles Steve Theofilos, M.D., (ii) Kathryn Theofilos, Charles Theofilos' spouse, (iii) Happy Holstein Management, LLC ("HH Management"), a Florida limited liability company, and (iv) James Theofilos. James Theofilos is the adult son of Charles and Kathryn Theofilos and maintains a separate residence. | |
| (b) | The principal business address of the Reporting Persons is 300 Village Square Crossing, Suite 102, Palm Beach Gardens, FL 33410. | |
| (c) | Charles Theofilos is a retired neurosurgeon who founded The Spine Center in Palm Beach Gardens, Florida in 1996. He also founded and serves as President of Theo Concepts, LLC and is the founder of The Theo Group, a family office. | |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Charles Theofilos, Kathryn Theofilos and James Theofilos are citizens of the United States. HH Management was organized under the laws of the State of Florida. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
All of the shares of Common Stock beneficially owned by the Reporting Persons were acquired using the personal funds of the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons originally acquired their respective shares of Common Stock of the Issuer for investment purposes. The Reporting Persons now beneficially own the Issuer's securities with the purpose of seeking to change or influence control over the Issuer. The Reporting Persons are evaluating the feasibility of a change in the present board of directors or management of the Issuer, including plans or proposals to nominate one or more director candidates, to amend the Issuer's charter and bylaws to remove the classified board, and other proposals to improve the corporate governance and transparency at the Issuer. Consistent with their investment purpose and subject to any applicable confidentiality obligations, one or more Reporting Persons or their representatives may engage in communications regarding the Issuer with other persons, including, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board of Directors of the Issuer. Such communications may relate, without limitation, to the Issuer's strategy, operations, capital structure, corporate governance, and/or any current or future initiatives that may be proposed or adopted by the Issuer's management or Board of Directors. During the course of such communications, the Reporting Persons or such representatives may advocate or oppose one or more courses of action. Consistent with their investment purpose, each Reporting Person at any time and from time to time may acquire additional shares of Common Stock or other securities of the Issuer or transfer or dispose of any or all of its shares of Common Stock or other securities of the Issuer, depending in any case upon an ongoing evaluation of the Reporting Persons' investment in the Common Stock and/or such other securities, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations. Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons currently has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages of this Schedule 13D for the aggregate number of shares of Common Stock and the percentage of shares of Common Stock beneficially owned by each of the Reporting Persons. As described in Item 6 of this Schedule 13D, HH Management holds warrants exercisable for an aggregate of 1,551,777 shares of Common Stock (the "Warrants"). 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"). Accordingly, the aggregate beneficial ownership number for each of Kathryn Theofilos and HH Management includes 148,430 shares of Common Stock issuable upon exercise of Warrants held by HH Management. The number excludes 1,403,347 shares of Common Stock underlying Warrants held by HH Management that are not currently exercisable due to the Beneficial Ownership Limitation. | |
| (b) | See rows (7) through (10) of the cover pages of this Schedule 13D for the number of shares of Common Stock as to which each of the Reporting Persons has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. As described in Item 5(a) and Item 6 of this Schedule 13D, the number of shares over which each of Kathryn Theofilos and HH Management has shared power to vote or direct the vote and shared power to dispose or to direct the disposition excludes 1,403,347 shares of Common Stock underlying Warrants held by HH Management that are not currently exercisable due to the Beneficial Ownership Limitation. | |
| (c) | None of the Reporting Persons have effected any transactions in the Issuer's shares of Common Stock within the past 60 days of the filing of this Schedule 13D. | |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The disclosure set forth in Items 3, 4 and 5 above is hereby incorporated by reference in this Item 6. As of the date of this Schedule 13D, HH Management holds Warrants exercisable for an aggregate of 1,551,777 shares of Common Stock. The Warrants consist of: (1) 113,314 pre-funded warrants purchased by HH Management in July 2023 (the "2023 Pre-funded Warrants"); (2) 283,285 common warrants purchased by HH Management in July 2023 (the "2023 Common Warrants"); (3) 770,119 pre-funded warrants purchased by HH Management in June 2024 (the "2024 Pre-funded Warrants"); and (4) 385,059 common warrants purchased by HH Management in June 2024 (the "2024 Common Warrants"). The 2023 Pre-funded Warrants have an exercise price per share of Common Stock of $0.001 and will expire on the date they are exercised in full. The 2023 Common Warrants have an exercise price per share of Common Stock of $4.35 and will expire on February 2, 2029. The 2024 Pre-funded Warrants have an exercise price per share of Common Stock of $0.001 and will expire on the date they are exercised in full. The 2024 Common Warrants have an exercise price per share of Common Stock of $6.43 and will expire on June 5, 2029. 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 foregoing description of the Warrants is qualified by the full text of such form of warrants which are attached as exhibits to this Schedule 13D. On May 12, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D/G with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Agreement by and among the Reporting Persons, dated May 12, 2025 (filed herewith as Exhibit 99.1). 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 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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