electroCore, Inc.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 8, 2026, the Nominating and Governance Committee of the Board recommended, and the Board approved, the Third Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which amend and restate the Company’s Second Amended and Restated Bylaws in their entirety. The principal amendments include the following: (i) Advance Notice and Rule 14a-19 Compliance. The Amended and Restated Bylaws update the advance notice provisions to address the SEC universal proxy rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Among other things, the amendments (a) require nominating stockholders to make all Rule 14a-19 representations, including a commitment to solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors, within the existing 90-to-120-day advance notice window, (b) expressly provide that the bylaw timing requirements govern over any different timeline in Rule 14a-19 or Regulation 14A, (c) require nominating stockholders to provide documentary evidence of solicitation compliance no later than five business days before the applicable meeting and upon any earlier request by the Company, (d) prohibit additional or substitute nominations after the advance notice window closes, (e) cap the number of nominees a stockholder may submit at the number of directors to be elected, (f) require nominating stockholders to promptly notify the Secretary of material changes in their solicitation intentions or nominees, and (g) provide that the Company shall disregard any proxies or votes solicited for the nominees of any stockholder who fails to comply with Rule 14a-19. (ii) Special Meeting Nominations. The Amended and Restated Bylaws extend all advance notice and Rule 14a-19 protections to director nominations at special meetings, and clarify that stockholders may nominate directors at a special meeting only if director elections are included in the Board’s notice of meeting. (iii) Officer Provisions. Among other changes, the Amended and Restated Bylaws authorize the Board to appoint one or more co-Chief Executive Officers, and make conforming changes throughout. (iv) Stockholder Coordination and Group Disclosure. The Amended and Restated Bylaws expand the definition of “Proponent” in the advance notice provisions to include any member of a “group” (as defined in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of which a nominating stockholder or beneficial owner is a member with respect to any securities of the Company, and any other person with whom such stockholder or beneficial owner has engaged in any coordination, communication or common plan relating to the nomination or to the acquisition, holding, voting or disposition of any securities of the Company. The Amended and Restated Bylaws also add new disclosure requirements for nominating stockholders, requiring the disclosure of (a) any coordination, communication or common plan (whether formal or informal, written or oral) between or among any Proponent and any other person with respect to the acquisition, holding, voting or disposition of any securities of the Company, or the nomination or other business proposed to be brought before the meeting, including the identity of each such person and a reasonably detailed description of such coordination, communication or common plan, and (b) a representation as to whether any Proponent is, or at any time within the 12 months preceding the date of the notice has been, a member of a “group” within the meaning of Section 13(d) of the Exchange Act with respect to any securities of the Company, together with, if applicable, the identity of each other member of such group, the date the group was formed, the purpose of such group, and the aggregate number and class of securities of the Company beneficially owned by the members of such group. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. On September 8, 2026, 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 9,015,885 and there were present, in person or by proxy, 6,785,685 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: Election of three Class II Directors to the Board for a three-year term of office expiring at the 2029 annual meeting of stockholders. The following directors were elected to a three-year term of office expiring at the 2029 annual meeting of stockholders: NOMINEE FOR FOR WITHHELD WITHHELD BROKER NON-VOTES (#) (%) (%) ────────────────────────────────────────────────────────────────────────────────────────────────────── Thomas J. Errico, M.D. 2,150,903 78.67 583,212 21.33 4,051,570 James C. Theofilos 2,107,580 77.08 626,535 22.92 4,051,570 Elena Bonfiglioli 2,094,785 76.62 639,330 23.38 4,051,570 Proposal 2: 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, 2026, was adopted with the votes shown: FOR AGAINST ABSTAIN ──────────────────────────────────────────────────────────────────────── 6,676,653 21,032 88,000 Proposal 3: 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 NON-VOTES ─────────────────────────────────────────────────────────────────────────────────────────────────────── 2,171,664 505,341 57,110 4,051,570 Item 7.01. Regulation FD Disclosure. On September 9, 2026 the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Co-CEOs. 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 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.