<general_context>
	- Current date: 2026-11-04 21:16 UTC.
</general_context>
<company_context>
	- Ticker: ECOR.
	- Company: electroCore.
</company_context>


                <data>
                    <label>Press release on Q3 2026 financial results</label>
                    <content>**Exhibit
99.1**
**electroCore
Announces Third Quarter 2026 Financial Results**
*Third
quarter 2026 net sales of $9.7 million, an increase of 12% over $8.7 million in the third quarter of 2025*
*Net
loss of $1.3 million decreased 61% from prior year with Adjusted EBITDA net loss improving 67% from prior-year period*
*Company
to host a conference call and webcast today, November 4, 2026, at 4:30 pm EST*
ROCKAWAY,
NJ, November 4, 2026 \(GLOBE NEWSWIRE\) — electroCore, Inc. \(Nasdaq: ECOR\) \(“electroCore” or the “Company”\),
a bioelectronic technology company, today announced financial results for the third quarter ended September 30, 2026. The Company reported
quarterly revenue of $9.7 million, an increase of approximately 12% year-over-year, driven by continued growth in U.S. prescription sales
in the U.S. Department of Veterans Affairs \(“VA”\), with GAAP net loss improving by $2.0 million to $1.3 million or 61% from
prior year and Adjusted EBITDA loss improving by nearly $1.4 million to $0.7 million or 67%, ahead of expectations.
“This
quarter reflects the early stages of a more efficient commercial organization,” said Joshua Lev, Co-Chief Executive Officer, President,
and Chief Financial Officer of electroCore. “This quarter we delivered record net sales of $9.7 million, up approximately 12% from
a year ago, while spending less to do it, leading to the lowest operating loss in our history. More importantly, we have evidence that
the transformation is working. We are deliberately prioritizing profitable, sustainable long-term growth over short-term results, which
underpins our confidence in accelerating revenue growth and an inflection point in positive Adjusted EBITDA in 2027.”
**Recent
Operational Highlights**
**Record
Top Line and Bottom Line Performance**
The
Company delivered record net sales of $9.7 million, up approximately 12% from a year ago, and the lowest operating loss in its history.
GAAP net loss improved by $2.0 million to $1.3 million or 61% from prior year and Adjusted EBITDA loss improved by nearly $1.4 million
to $0.7 million or 67%, ahead of expectations.
**Veterans
Affairs Channel Continues to Drive Prescription Growth**
The
VA continued to be the Company’s largest growth driver in the third quarter. U.S. Prescription \(Rx\) revenue grew approximately
25% in the third quarter and 34% in the first nine months over the same periods last year. Approximately 17,700 VA patients have received
a gammaCore device, representing approximately 3.0% penetration of the estimated addressable VA headache market. Sales of the Quell product
line were $1.2 million in the third quarter of 2026, growing approximately 102% and approximately 369% in the first nine months of 2026
over the comparable periods in 2025. Quell was acquired in May 2025 as part of the acquisition of NeuroMetrix, Inc. Revenue from Quell
Fibromyalgia sold into the VA was approximately $1.1 million and $3.4 million for the three months and nine months ending September 30,
2026, respectively, representing approximately 111% and 391% increases over the comparable periods in 2025.
**Continued
Focus on Truvaga Efficiency**
The
Company made a deliberate shift in the quarter to de-emphasize low-return revenue in our consumer channel and continued making meaningful
improvements in marketing efficiency despite a more competitive and costly advertising environment. Return on advertising spend improved
8% in third quarter 2026 over the same period in 2025, demonstrating our strategic shift in the second quarter of 2026 to allocate spending
toward higher-converting audiences and channels, prioritizing efficiency over broader awareness and prospecting.
**Early
Signs of a More Productive Commercial Channel**
The
Company continues making structural changes to the commercial organization. The Company has identified and hired new sales leadership,
filling out sales management in two Area Vice Presidents across the country, as well as two new Regional Sales Directors in October with
a third soon to follow. We currently expect these to be the last material changes to the commercial organization as part of the Company’s
executive leadership transformation, promoting greater accountability in smaller geographic territories, while supporting a more efficient
cost structure.
Early
signs of the newly trained representatives have been promising. Since June, the representatives we added have averaged approximately
$210,000 a month in VA revenue in Q3’26, a 30% increase versus the $160,000 a month those territories produced before. Their September
2026 revenue was 62% higher than June 2026. New patient starts per account have increased to 3.4 per account by month three for the newly
added 1099s due to the leadership change, as compared to 0.3 from the previously onboarded 1099s.
The
distribution of new accounts and depth of new accounts is expected to support revenue diversification. In June 2026, our top 15 VA accounts
made up 54% of VA revenue, decreasing to 51% in the third quarter of 2026. During the same period, our top 30 accounts made up 73% of
VA revenue, decreasing to 71% in the second and third quarters of 2026, respectively.
The
Company has shifted its direct sales to the VA from its federal supply schedule to sales through the distribution agreement with Lovell
Government Services \(“Lovell”\), and beginning in August 2026, the Company implemented a change to transition all prescription
product sales to the VA and Department of Defense through the Lovell distribution agreement. In June 2026, 57% of orders flowed through
Lovell, and by the end of September 30, 2026, that number increased to 91% of orders. This change simplified how the Company’s
products move through federal procurement is expected to reduce approximately 3% of general and administrative expense in transaction
fees associated with direct sales.
Beyond
the VA, the Company continued engagement within Kaiser Permanente Georgia and remains optimistic about the broader potential for Quell
Fibromyalgia.
**Progress
Towards New Indications**
In
October 2026, following a meeting with the FDA at which the FDA recommended that the Company submit a 510\(k\) premarket notification rather
than the De Novo classification request the FDA had previously recommended, the Company submitted a 510\(k\) premarket notification to
the FDA seeking clearance of Quell for the treatment of chronic chemotherapy-induced peripheral neuropathy \(“CIPN”\). The
submission represents the first step toward a potential new indication for Quell that, if cleared by the FDA, could open new call points
for Quell and expand the Company’s presence into the oncology market.
**Third
Quarter 2026 Financial Results**
For
the three months ended September 30, 2026, electroCore reported net sales of $9.7 million compared to $8.7 million during the same period
in 2025, an increase of approximately 12% over the prior year. The increase of $1.0 million was primarily driven by growth in net sales
of Quell Fibromyalgia products acquired from NURO in May 2025 and Rx gammaCore, which are sold to the VA. During the remainder of 2026,
the Company intends to generate the majority of its sales in the VA channel through the Company’s agreement with Lovell.
|   |   | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, |   |
| Channel: |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| United States – Rx |   | $ | 7,952 |   |   | $ | 6,348 |   |
| General Wellness |   |   | 1,044 |   |   |   | 1,686 |   |
| Outside the United States |   |   | 521 |   |   |   | 450 |   |
| TAC-STIM |   |   | 133 |   |   |   | 183 |   |
| In-License / Other |   |   | 40 |   |   |   | 22 |   |
| Total Net Sales |   | $ | 9,690 |   |   | $ | 8,689 |   |
|   |   | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, |   |
| Channel: |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| United States – Rx |   | $ | 22,820 |   |   | $ | 17,051 |   |
| General Wellness |   |   | 3,938 |   |   |   | 3,799 |   |
| Outside the United States |   |   | 1,526 |   |   |   | 1,418 |   |
| TAC-STIM |   |   | 360 |   |   |   | 454 |   |
| In-License / Other |   |   | 80 |   |   |   | 67 |   |
| Total Net Sales |   | $ | 28,724 |   |   | $ | 22,789 |   |
Gross
profit increased by $1.1 million to $8.6 million for the three months ended September 30, 2026 compared to the three months ended September
30, 2025. The increase in gross profit is attributable to the increased net sales. Gross margin increased to 88.5% from 86.0% for the
three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in gross margin was primarily
due to a favorable product mix.
Research
and development expense was $0.4 million in the third quarter of 2026, compared to $0.7 million in the third quarter of 2025. The decrease
was primarily due to the timing of open positions, professional fees and development costs.
Selling,
general and administrative expense was $9.7 million for the three months ended September 30, 2026, compared to $9.7 million in the prior
year period. Sales and marketing increased $0.3 million from the prior year primarily driven by expenses that supported the $1.0 million
increase in net sales.
General
and administrative expense decreased $0.2 million from the prior year. The decrease was primarily attributable to a reduction in professional
fees in the third quarter of 2026.
Total
operating expenses in the three months ended September 30, 2026 were $10.1 million, compared to $10.4 million in the three months ended
September 30, 2025.
GAAP
net loss in the third quarter of 2026 was $1.3 million, compared to $3.4 million in the third quarter of 2025. The decrease in GAAP net
loss was primarily attributed to higher gross profit associated with the increase in net sales, coupled with a modest decrease in total
operating expenses, a gain included in Interest and other income of approximately $0.4 million related to the settlement of claims for
indemnification, and $0.1 million benefit from income taxes which consisted of a favorable adjustment to our UK tax provision following
a change in our transfer pricing policy. Net loss per share for the third quarter of 2026 was $0.13, compared to $0.40 in the third quarter
of 2025.
Adjusted
EBITDA net loss in the third quarter of 2026 was $0.7 million, compared to an Adjusted EBITDA net loss of $2.0 million in the third quarter
of 2025, an improvement of approximately $1.4 million, or 67%, year-over-year.
Adjusted
EBITDA net loss is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measure” below for additional information
and a reconciliation to GAAP net loss.
Total
cash, cash equivalents, and marketable securities at September 30, 2026, was approximately $7.5 million, compared to approximately $11.6
million at December 31, 2025.
**Full
Year 2026 and Select 2027 Outlook**
The
Company is revising its full-year 2026 revenue outlook to a range of $39 million to $42 million, from its prior guidance of greater than
30% revenue growth.
The
Company is also introducing preliminary 2027 revenue guidance of 30% to 40% revenue growth over full year 2026 revenue and expects to
achieve its first quarter with positive Adjusted EBITDA by the end of 2027. This preliminary outlook reflects the Company’s expectations
regarding the continued expansion of representatives selling both gammaCore and Quell into VA accounts, improved accountability associated
with smaller territories, replicating operating leverage nationally, and potential label expansion of Quell for CIPN, which remains subject
to FDA clearance. The Company expects to refine this guidance range and provide additional commentary as appropriate in the future. A
reconciliation of forward-looking Adjusted EBITDA to the most directly comparable GAAP measure is not provided because the timing and
magnitude of certain reconciling items cannot be reasonably predicted without unreasonable effort.
**Webcast
and Conference Call Information**
electroCore’s
management team will host a webcast and conference call today, November 4, 2026, beginning at 4:30 PM EST.
Investors
interested in listening to the conference call, or webcast may dial 877-407-8835 for domestic callers or \+1 201-689-8779 for international
callers, using Conference ID: 13763480, or click through the following webcast <u>link</u>.
An
archived webcast of the event will be available on the “Investors” section of the Company’s website at: www.electrocore.com.
**About
electroCore, Inc.**
electroCore,
Inc. and its subsidiaries \(“electroCore” or the “Company”\) is a bioelectronic technology company whose mission
is to improve health and quality of life through innovative non-invasive bioelectronic technologies. The Company’s leading prescription
products are gammaCore non-invasive vagus nerve stimulation, or nVNS, indicated for the treatment of primary headache conditions, and
Quell Fibromyalgia. The Company also commercializes its handheld and personal-use Truvaga and TAC-STIM™ nVNS products, which utilize
bioelectronic technologies to promote general wellness and human performance.
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, 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, Quell products, and other potential new products and
markets; the expansion and ramp-up of the Company’s salesforce; the ability to successfully hire, train and ramp up electroCore’s
sales force and achieve expected sales productivity, the timing and outcome of the 510\(k\) submission; the Company’s response to
FDA Form 483 correspondence; revenue guidance for the full year of 2026, a preliminary guidance range for full year 2027 revenue growth,
and select Adjusted EBITDA guidance for 2027; the Company’s ability to continue as a going concern; the Company’s ability
to raise additional capital; and the Company’s liquidity position, respectively, and other statements that are not historical in
nature, particularly those that utilize terminology such as “anticipates,” “will,” “expects,” “believes,”
“designed,” “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,
Truvaga, and Quell, the risk the Company may not be able to maintain its listing on the Nasdaq Capital Market, the risk that expected
cost savings from the revised sales incentive compensation structure and the Lovell arrangement will not materialize, FDA regulatory
matters that may affect the Quell product line, including the risk that the FDA may not clear electroCore’s pending 510\(k\) submission
on a timely basis or at all, the risk that the FDA may not find electroCore’s response to the most recent Form 483 inspectional
observations adequate, which could result in a warning letter or other regulatory action, risks associated with ongoing leadership changes,
including management transitions and the ability to attract and retain key personnel, the terms of electroCore’s Loan and Security
Agreement with Avenue, which require electroCore to meet certain operating covenants and place certain restrictions on its operating
and financial flexibility, the risk that the terms of any new debt financing could further restrict electroCore’s ability to operate
its business, electroCore’s results of operations and financial performance, the inherent uncertainty in forecasting future revenue
and Adjusted EBITDA net loss, including the amount and timing of items excluded from that measure; changes to the Company’s non-GAAP
financial measures or their calculation, which could affect period-to-period comparability and the timing of the Company’s achievement
of positive Adjusted EBITDA, 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 including its Quarterly Report on Form 10-Q and Annual Report on Form 10-K.
**Contact**
ECOR
Investor Relations
\(973\)
302-9253
<u>investors@electrocore.com</u>
**ELECTROCORE,
INC. AND SUBSIDIARIES**
**Condensed
Consolidated Statements of Operations**
**\(unaudited\)**
**\(in
thousands, except per share data\)**
|   |   | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Three Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> |   |   | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> | \*\*Nine Months Ended\*\*<br><br> \*\*September 30,\*\*<br><br> |   |
|   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| Net sales |   | $ | 9,690 |   |   | $ | 8,689 |   |   | $ | 28,724 |   |   | $ | 22,789 |   |
| Cost of goods sold |   |   | 1,117 |   |   |   | 1,219 |   |   |   | 3,610 |   |   |   | 3,171 |   |
| Gross profit |   |   | 8,573 |   |   |   | 7,470 |   |   |   | 25,114 |   |   |   | 19,618 |   |
| Operating expenses |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Research and development |   |   | 431 |   |   |   | 662 |   |   |   | 1,989 |   |   |   | 1,815 |   |
| Selling, general and administrative |   |   | 9,698 |   |   |   | 9,692 |   |   |   | 32,769 |   |   |   | 28,015 |   |
| Total operating expenses |   |   | 10,129 |   |   |   | 10,354 |   |   |   | 34,758 |   |   |   | 29,830 |   |
| Loss from operations |   |   | \\\(1,556 | \\\) |   |   | \\\(2,884 | \\\) |   |   | \\\(9,644 | \\\) |   |   | \\\(10,212 | \\\) |
| Other \\\(income\\\) expense: |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest and other income |   |   | \\\(465 | \\\) |   |   | \\\(62 | \\\) |   |   | \\\(557 | \\\) |   |   | \\\(213 | \\\) |
| Interest expense |   |   | 370 |   |   |   | 208 |   |   |   | 1,009 |   |   |   | 218 |   |
| Other expense |   |   | 4 |   |   |   | 375 |   |   |   | 20 |   |   |   | 762 |   |
| Total other expense |   |   | \\\(91 | \\\) |   |   | 521 |   |   |   | 472 |   |   |   | 767 |   |
| Loss before income taxes |   |   | \\\(1,465 | \\\) |   |   | \\\(3,405 | \\\) |   |   | \\\(10,116 | \\\) |   |   | \\\(10,979 | \\\) |
| Benefit from income taxes |   |   | 126 |   |   |   | - |   |   |   | 447 |   |   |   | 48 |   |
| Net loss |   | $ | \\\(1,339 | \\\) |   | $ | \\\(3,405 | \\\) |   | $ | \\\(9,669 | \\\) |   | $ | \\\(10,931 | \\\) |
| Net loss per share of common stock – Basic and Diluted |   | $ | \\\(0.13 | \\\) |   | $ | \\\(0.40 | \\\) |   | $ | \\\(1.02 | \\\) |   | $ | \\\(1.31 | \\\) |
| Weighted average common shares outstanding – Basic and Diluted |   |   | 9,954 |   |   |   | 8,445 |   |   |   | 9,441 |   |   |   | 8,351 |   |
**ELECTROCORE,
INC. AND SUBSIDIARIES**
**Condensed
Consolidated Balance Sheet Information**
**\(unaudited\)**
**\(in
thousands\)**
|   |   | September 30, 2026 | September 30, 2026 |   |   | December 31, 2025 | December 31, 2025 |   |
| Cash and cash equivalents |   | $ | 6,306 |   |   | $ | 7,035 |   |
| Marketable securities |   |   | 1,196 |   |   |   | 4,576 |   |
| Total assets |   |   | 17,258 |   |   |   | 18,667 |   |
| Current liabilities |   |   | 10,780 |   |   |   | 11,348 |   |
| Total liabilities |   |   | 19,766 |   |   |   | 20,376 |   |
| Total stockholders’ deficit |   |   | \\\(2,508 | \\\) |   |   | \\\(1,709 | \\\) |
**Use
of Non-GAAP Financial Measure**
The
Company is presenting Adjusted EBITDA net loss because it believes this measure is a useful indicator of its operating performance. Management
uses this non-GAAP measure principally as a measure of the Company’s core operating performance and believes that this measure
is useful to investors because it is frequently used by the financial community, investors, and other interested parties to evaluate
companies in the Company’s industry. The Company also believes that this measure is useful to its management and investors as a
measure of comparative operating performance from period to period. Additionally, the Company believes its use of non-GAAP Adjusted EBITDA
net loss from operations facilitates management’s internal comparisons to historical operating results by factoring out potential
differences caused by gains and charges not related to its regular, ongoing business, including, without limitation, non-cash charges
and certain large and unpredictable charges such as restructuring expenses.
The
Company defines Adjusted EBITDA net loss as GAAP net loss, adjusting to exclude non-operating gains/losses, depreciation and amortization,
stock-based compensation expense, inventory reserve changes, accounts receivable reserve charges, non-recurring recruiting fees, severance
and other related charges, legal fees associated with stockholders’ litigation and intellectual property litigation, benefit from
income taxes, and non-recurring transaction charges associated with the acquisition of NURO and other business development activities,
or other one-time charges. A reconciliation of GAAP net loss to non-GAAP Adjusted EBITDA net loss is provided in the financial statement
table below.
Stock-based
compensation is a recurring expense and an important part of the Company’s compensation and retention strategy. The Company excludes
it from Adjusted EBITDA net loss because it is a non-cash charge whose amount can vary significantly from period to period based on the
timing and size of awards, modifications such as accelerated vesting in connection with executive transitions, and the Company’s
stock price. Management believes excluding it allows investors to compare the Company’s operating performance more consistently
across periods and against peers.
|   |   | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, | Three months ended <br> September 30, |   |   | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, | Nine months ended <br> September 30, |   |
| \\\(in thousands\\\) |   | 2026 | 2026 |   |   | 2025 | 2025 |   |   | 2026 | 2026 |   |   | 2025 | 2025 |   |
| \*\*GAAP net loss\*\* |  | \*\*$\*\* | \*\*\\\(1,339\*\* | \*\*\\\)\*\* |  | \*\*$\*\* | \*\*\\\(3,405\*\* | \*\*\\\)\*\* |  | \*\*$\*\* | \*\*\\\(9,669\*\* | \*\*\\\)\*\* |  | \*\*$\*\* | \*\*\\\(10,931\*\* | \*\*\\\)\*\* |
| Depreciation and amortization |   |   | 9 |   |   |   | 118 |   |   |   | 36 |   |   |   | 394 |   |
| Stock-based compensation |   |   | 617 |   |   |   | 415 |   |   |   | 2,408 |   |   |   | 1,460 |   |
| Inventory reserve change |   |   | 99 |   |   |   | \\\(98 | \\\) |   |   | 234 |   |   |   | \\\(241 | \\\) |
| Severance and other related charges |   |   | 33 |   |   |   | - |   |   |   | 1,517 |   |   |   | 180 |   |
| Acquisition related expenses |   |   | - |   |   |   | 501 |   |   |   | - |   |   |   | 874 |   |
| Reserve for bad debt charge |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 548 |   |
| Interest expense \\\(income\\\) |   |   | \\\(95 | \\\) |   |   | 146 |   |   |   | 452 |   |   |   | 5 |   |
| Benefit from income taxes |   |   | \\\(126 | \\\) |   |   | - |   |   |   | \\\(447 | \\\) |   |   | \\\(48 | \\\) |
| Non-recurring one-time charges |   |   | 122 |   |   |   | 280 |   |   |   | 711 |   |   |   | 280 |   |
| Adjusted EBITDA net loss |   | $ | \\\(680 | \\\) |   | $ | \\\(2,043 | \\\) |   | $ | \\\(4,758 | \\\) |   | $ | \\\(7,479 | \\\) |
The
Company’s use of a non-GAAP measure has limitations as an analytical tool, and you should not consider it in isolation or as a
substitute for analysis of its results as reported under GAAP. Some of these limitations are: \(i\) the non-GAAP measure does not reflect
interest or tax payments that may represent a reduction in cash available; \(ii\) although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized may have to be replaced in the future, and the non-GAAP measure does not reflect cash capital
expenditure requirements for such replacements or for new capital expenditure requirements; \(iii\) the non-GAAP measure does not reflect
the potentially dilutive impact of equity-based compensation; and \(iv\) the non-GAAP measure does not reflect changes in, or cash requirements
for working capital needs; other companies, including companies in electroCore’s industry, may calculate Adjusted EBITDA net loss
differently, effectively reducing its usefulness as a comparative measure.
Because
of these and other limitations, you should consider the non-GAAP measure together with other GAAP-based financial performance measures,
including various cash flow metrics, net loss, and other GAAP results. A reconciliation of GAAP net loss to non-GAAP Adjusted EBITDA
net loss has been provided in the preceding financial statements table of this press release.</content>
                </data>
            

                <data>
                    <label>ECOR 10-Q, date: 2026-11-04 21:16 UTC</label>
                    <content>UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
\(Mark One\)

| ☒ | QUARTERLY                                                                     
 REPORT PURSUANT TO SECTION 13 OR 15\(d\) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2026

OR
| ☐ | TRANSITION                                                                    
 REPORT PURSUANT TO SECTION 13 OR 15\(d\) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-38538

electroCore, Inc.

\(Exact name of Registrant as specified in its Charter\)
| Delaware                           |     |     20-3454976 |
| \(State                             
 or other jurisdiction              
 of                                 
 incorporation or organization\)     |     |        -I.R.S. 
       Employer 
 Identification 
            No. |
| 200                                
 Forge Way, Suite 205, Rockaway, NJ |     |          07866 |
| \(Address                           
 of principal executive offices\)    |     |           -Zip 
           Code |
Registrant’s telephone number, including area code: \(973\) 290-0097

Securities registered pursuant to Section 12\(b\) of the Act:
| Title                             
 of each class                     |     | Trading   
 symbol\(s\) |     | Name                                 
 of each exchange on which registered |
| Common                            
 Stock, Par Value $0.001 Per Share |     | ECOR      |     | The                                  
 Nasdaq Stock Market LLC              |

Indicate by check mark whether the Registrant: \(1\) has filed all reports required to be filed by Section 13 or 15\(d\) of the Securities Exchange Act of 1934 during the preceding 12 months \(or for such shorter period that the Registrant was required to file such reports\), and \(2\) has been subject to such filing requirements for the past 90 days. YES☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T \(§232.405 of this chapter\) during the preceding 12 months \(or for such shorter period that the Registrant was required to submit such files\). YES☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large,            
 accelerated filer | ☐ |     | Accelerated       
 filer             | ☐ |
| Non-accelerated   
 filer             | ☒ |     | Smaller           
 reporting company | ☒ |
| Emerging          
 growth company    | ☐ |     |                   |   |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13\(a\) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company \(as defined in Rule 12b-2 of the Exchange Act\). YES ☐ NO ☒

The number of shares of Registrant’s Common Stock outstanding as of October 30, 2026 was 9,226,006 .

|      | PART                                                                                                                                
 I. FINANCIAL INFORMATION                                                                                                            |   Page 
 Number |
|      | Cautionary Note Regarding Forward-Looking Statements                                                                                |      2 |
| Item 
 1.   | Financial                                                                                                                           
 Statements                                                                                                                          |        |
|      | Condensed Consolidated Balance Sheets as of September 30, 2026 \(Unaudited\) and December 31, 2025                                    |      3 |
|      | Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2026 and 2025 \(Unaudited\)         |      4 |
|      | Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months ended September 30, 2026 and 2025 \(Unaudited\) |      5 |
|      | Condensed Consolidated Statements of Equity \(Deficit\) for the Three and Nine Months ended September 30, 2026 and 2025 \(Unaudited\)   |      6 |
|      | Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2026 and 2025 \(Unaudited\)                   |      7 |
|      | Notes to Condensed Consolidated Financial Statements \(Unaudited\)                                                                    |      8 |
| Item 
 2.   | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                               |     21 |
| Item 
 3.   | Quantitative and Qualitative Disclosures About Market Risk                                                                          |     28 |
| Item 
 4.   | Controls and Procedures                                                                                                             |     29 |
|      | PART II. OTHER INFORMATION                                                                                                          |        |
| Item 
 1.   | Legal Proceedings                                                                                                                   |     30 |
| Item 
 1A.  | Risk Factors                                                                                                                        |     30 |
| Item 
 2.   | Unregistered Sales of Equity Securities and Use of Proceeds                                                                         |     30 |
| Item 
 3.   | Defaults Upon Senior Securities                                                                                                     |     30 |
| Item 
 4.   | Mine Safety Disclosures                                                                                                             |     30 |
| Item 
 5.   | Other Information                                                                                                                   |     30 |
| Item 
 6.   | Exhibits                                                                                                                            |     31 |
|      | Signatures                                                                                                                          |     32 |

| 1 |
REFERENCES TO ELECTROCORE
In this Quarterly Report on Form 10-Q, unless otherwise stated or the context otherwise indicates, references to “ECOR,” “electroCore,” “the Company,” “we,” “us,” “our” and similar references refer to electroCore, Inc., a Delaware corporation and its wholly owned subsidiaries, including NeuroMetrix, Inc., a Delaware corporation \(“NeuroMetrix” or “NURO”\).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this Quarterly Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “designed,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to them. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to risks and uncertainties included in our Form 10-Qs, our annual report on Form 10-K for the year ended December 31, 2025 \(the “Annual Report”\), in our other filings with the U.S. Securities and Exchange Commission \(the “SEC”\) or in materials incorporated by reference therein, including the information in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such filings. Furthermore, any such forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of such statements.

The electroCore logo, gammaCore, Truvaga, TAC-STIM, NeuroMetrix, Quell, names, logos, and other trademarks of electroCore, Inc. appearing in this Quarterly Report are the property of electroCore, Inc. All other trademarks, service marks and trade names in this Quarterly Report are the property of their respective owners. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this Quarterly Report.

| 2 |
ELECTROCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

\(unaudited\)

\(in thousands, except share data\)
| Assets                                                                                                                                                                                                                                                  
 Current assets:                                                                                                                                                                                                                                         |     |   | September 30, 
          2026 |   |     |   | December 31, 
         2025 |   |
|:--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:----|:--|--------------:|:--|:----|:--|-------------:|:--|
| Cash and cash equivalents                                                                                                                                                                                                                               |     | $ |         6,306 |   |     | $ |        7,035 |   |
| Marketable securities                                                                                                                                                                                                                                   |     |   |         1,196 |   |     |   |        4,576 |   |
| Accounts receivable, net                                                                                                                                                                                                                                |     |   |         1,619 |   |     |   |        1,027 |   |
| Inventories                                                                                                                                                                                                                                             |     |   |         3,959 |   |     |   |        1,631 |   |
| Prepaid expenses and other current assets                                                                                                                                                                                                               |     |   |         1,366 |   |     |   |        1,397 |   |
| Total current assets                                                                                                                                                                                                                                    |     |   |        14,446 |   |     |   |       15,666 |   |
| Property and equipment, net                                                                                                                                                                                                                             |     |   |           371 |   |     |   |          382 |   |
| Operating lease right-of-use assets, net                                                                                                                                                                                                                |     |   |         2,387 |   |     |   |        2,565 |   |
| Other assets, net                                                                                                                                                                                                                                       |     |   |            54 |   |     |   |           54 |   |
| Total assets                                                                                                                                                                                                                                            |     | $ |        17,258 |   |     | $ |       18,667 |   |
| Liabilities and Equity                                                                                                                                                                                                                                  |     |   |               |   |     |   |              |   |
| Current liabilities:                                                                                                                                                                                                                                    |     |   |               |   |     |   |              |   |
| Accounts payable                                                                                                                                                                                                                                        |     | $ |         3,443 |   |     | $ |        2,712 |   |
| Accrued expenses and other current liabilities                                                                                                                                                                                                          |     |   |         6,637 |   |     |   |        8,261 |   |
| Current portion of debt                                                                                                                                                                                                                                 |     |   |           313 |   |     |   |            — |   |
| Current portion of operating lease liabilities                                                                                                                                                                                                          |     |   |           387 |   |     |   |          375 |   |
| Total current liabilities                                                                                                                                                                                                                               |     |   |        10,780 |   |     |   |       11,348 |   |
| Noncurrent liabilities:                                                                                                                                                                                                                                 |     |   |               |   |     |   |              |   |
| Operating lease liabilities, noncurrent                                                                                                                                                                                                                 |     |   |         2,404 |   |     |   |        2,421 |   |
| Long-term debt                                                                                                                                                                                                                                          |     |   |         6,582 |   |     |   |        6,607 |   |
| Total liabilities                                                                                                                                                                                                                                       |     |   |        19,766 |   |     |   |       20,376 |   |
| Commitments and contingencies \(see Note 15\)                                                                                                                                                                                                             |     |   |             — |   |     |   |            — |   |
| Stockholders’ deficit:                                                                                                                                                                                                                                  |     |   |               |   |     |   |              |   |
| Common Stock, par value $0.001 per share; 500,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 9,174,326 shares issued and outstanding at September 30, 2026, and 8,004,416 shares issued and outstanding at December 31, 2025 |     |   |             9 |   |     |   |            8 |   |
| Additional paid-in capital                                                                                                                                                                                                                              |     |   |       198,198 |   |     |   |      189,240 |   |
| Accumulated deficit                                                                                                                                                                                                                                     |     |   |      \(200,725 | \) |     |   |     \(191,056 | \) |
| Accumulated other comprehensive income                                                                                                                                                                                                                  |     |   |            10 |   |     |   |           99 |   |
| Total stockholders’ deficit                                                                                                                                                                                                                             |     |   |        \(2,508 | \) |     |   |       \(1,709 | \) |
| Total liabilities and stockholders’ deficit                                                                                                                                                                                                             |     | $ |        17,258 |   |     | $ |       18,667 |   |
See accompanying notes to the condensed consolidated financial statements.
| 3 |
ELECTROCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

\(unaudited\)

\(in thousands, except per share data\)
|                                                                              |     |   |                             2026 
 Three Months Ended September 30, 
                             2026 |   |     |   |   2025 
   2025 |   |     |   |                            2026 
 Nine Months Ended September 30, 
                            2026 |   |     |   |    2025 
    2025 |   |
|:-----------------------------------------------------------------------------|:----|:--|---------------------------------:|:--|:----|:--|-------:|:--|:----|:--|--------------------------------:|:--|:----|:--|--------:|:--|
| Net sales                                                                    |     | $ |                            9,690 |   |     | $ |  8,689 |   |     | $ |                          28,724 |   |     | $ |  22,789 |   |
| Cost of goods sold                                                           |     |   |                            1,117 |   |     |   |  1,219 |   |     |   |                           3,610 |   |     |   |   3,171 |   |
| Gross profit                                                                 |     |   |                            8,573 |   |     |   |  7,470 |   |     |   |                          25,114 |   |     |   |  19,618 |   |
| Operating expenses                                                           |     |   |                                  |   |     |   |        |   |     |   |                                 |   |     |   |         |   |
| Research and development                                                     |     |   |                              431 |   |     |   |    662 |   |     |   |                           1,989 |   |     |   |   1,815 |   |
| Selling, general and administrative                                          |     |   |                            9,698 |   |     |   |  9,692 |   |     |   |                          32,769 |   |     |   |  28,015 |   |
| Total operating expenses                                                     |     |   |                           10,129 |   |     |   | 10,354 |   |     |   |                          34,758 |   |     |   |  29,830 |   |
| Loss from operations                                                         |     |   |                           \(1,556 | \) |     |   | \(2,884 | \) |     |   |                          \(9,644 | \) |     |   | \(10,212 | \) |
| Other \(income\) expense:                                                      |     |   |                                  |   |     |   |        |   |     |   |                                 |   |     |   |         |   |
| Interest and other income                                                    |     |   |                             \(465 | \) |     |   |    \(62 | \) |     |   |                            \(557 | \) |     |   |    \(213 | \) |
| Interest expense                                                             |     |   |                              370 |   |     |   |    208 |   |     |   |                           1,009 |   |     |   |     218 |   |
| Other expense                                                                |     |   |                                4 |   |     |   |    375 |   |     |   |                              20 |   |     |   |     762 |   |
| Total other \(income\) expense                                                 |     |   |                              \(91 | \) |     |   |    521 |   |     |   |                             472 |   |     |   |     767 |   |
| Loss before income taxes                                                     |     |   |                           \(1,465 | \) |     |   | \(3,405 | \) |     |   |                         \(10,116 | \) |     |   | \(10,979 | \) |
| Benefit from income taxes                                                    |     |   |                              126 |   |     |   |      - |   |     |   |                             447 |   |     |   |      48 |   |
| Net loss                                                                     |     | $ |                           \(1,339 | \) |     | $ | \(3,405 | \) |     | $ |                          \(9,669 | \) |     | $ | \(10,931 | \) |
| Net loss per share of common stock – Basic and Diluted                       |     | $ |                            \(0.13 | \) |     | $ |  \(0.40 | \) |     | $ |                           \(1.02 | \) |     | $ |   \(1.31 | \) |
| Weighted average common shares outstanding – Basic and Diluted \(see Note 11\) |     |   |                            9,954 |   |     |   |  8,445 |   |     |   |                           9,441 |   |     |   |   8,351 |   |
See accompanying notes to unaudited condensed consolidated financial statements.
| 4 |
ELECTROCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

\(unaudited\)

\(in thousands\)
|                                         |     |   | 2026                             
 Three Months Ended September 30, 
 2026                             |   |     |   |   2025 
   2025 |   |     |   | 2026                            
 Nine Months Ended September 30, 
 2026                            |   |     |   | 2025    
 2025    |   |
|:----------------------------------------|:----|:--|:---------------------------------|:--|:----|:--|-------:|:--|:----|:--|:--------------------------------|:--|:----|:--|:--------|:--|
| Net loss                                |     | $ | \(1,339                           | \) |     | $ | \(3,405 | \) |     | $ | \(9,669                          | \) |     | $ | \(10,931 | \) |
| Other comprehensive income \(loss\):      |     |   |                                  |   |     |   |        |   |     |   |                                 |   |     |   |         |   |
| Foreign currency translation adjustment |     |   | \(12                              | \) |     |   |      4 |   |     |   | \(89                             | \) |     |   | \(129    | \) |
| Other comprehensive income \(loss\)       |     |   | \(12                              | \) |     |   |      4 |   |     |   | \(89                             | \) |     |   | \(129    | \) |
| Comprehensive loss                      |     | $ | \(1,351                           | \) |     | $ | \(3,401 | \) |     | $ | \(9,758                          | \) |     | $ | \(11,060 | \) |
See accompanying notes to unaudited condensed consolidated financial statements.
| 5 |
ELECTROCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity \(Deficit\)

\(unaudited\)

\(in thousands\)
|                                                            |     |                         Shares 
 Stockholders’ Equity \(Deficit\) 
                   Common Stock 
                         Shares |     |   | Amount 
 Amount |     |   |    capital 
 Additional 
    paid-in 
    capital |   |     |   | deficit     
 Accumulated 
 deficit     |   |     |   |                   income \(loss\) 
 Accumulated other comprehensive 
                   income \(loss\) |   |     |   |                  \(deficit\) 
 Total stockholders’ equity 
                  \(deficit\) |   |
|:-----------------------------------------------------------|:----|-------------------------------:|:----|:--|-------:|:----|:--|-----------:|:--|:----|:--|:------------|:--|:----|:--|--------------------------------:|:--|:----|:--|---------------------------:|:--|
| Balances as of January 1, 2026                             |     |                          8,004 |     | $ |      8 |     | $ |    189,240 |   |     | $ | \(191,056    | \) |     | $ |                              99 |   |     | $ |                     \(1,709 | \) |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(5,271      | \) |     |   |                               — |   |     |   |                     \(5,271 | \) |
| Other comprehensive loss                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                            \(163 | \) |     |   |                       \(163 | \) |
| Options exercised                                          |     |                              2 |     |   |      — |     |   |          7 |   |     |   | —           |   |     |   |                               — |   |     |   |                          7 |   |
| Proceeds from the exercise of warrants                     |     |                             42 |     |   |      — |     |   |        223 |   |     |   | —           |   |     |   |                               — |   |     |   |                        223 |   |
| Shares issued for accrued bonus                            |     |                             23 |     |   |      — |     |   |        189 |   |     |   | —           |   |     |   |                               — |   |     |   |                        189 |   |
| Issuance of stock related to employee compensation, net    |     |                             55 |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          — |   |
| Share based compensation                                   |     |                              — |     |   |      — |     |   |      1,036 |   |     |   | —           |   |     |   |                               — |   |     |   |                      1,036 |   |
| Balances as of March 31, 2026                              |     |                          8,126 |     | $ |      8 |     | $ |    190,695 |   |     | $ | \(196,327    | \) |     | $ |                             \(64 | \) |     | $ |                     \(5,688 | \) |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(3,059      | \) |     |   |                               — |   |     |   |                     \(3,059 | \) |
| Other comprehensive loss                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                              86 |   |     |   |                         86 |   |
| Sale of common stock, net                                  |     |                            495 |     |   |      1 |     |   |      3,867 |   |     |   | —           |   |     |   |                               — |   |     |   |                      3,868 |   |
| Options exercised                                          |     |                            145 |     |   |      — |     |   |        818 |   |     |   | —           |   |     |   |                               — |   |     |   |                        818 |   |
| Proceeds from the exercise of warrants                     |     |                             14 |     |   |      — |     |   |         57 |   |     |   | —           |   |     |   |                               — |   |     |   |                         57 |   |
| Shares issued for accrued bonus                            |     |                             59 |     |   |      — |     |   |        373 |   |     |   |             |   |     |   |                                 |   |     |   |                        373 |   |
| Issuance of stock related to employee compensation, net    |     |                            162 |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          — |   |
| Share based compensation                                   |     |                                |     |   |        |     |   |        755 |   |     |   |             |   |     |   |                                 |   |     |   |                        755 |   |
| Balances as of June 30, 2026                               |     |                          9,001 |     | $ |      9 |     | $ |    196,565 |   |     | $ | \(199,386    | \) |     | $ |                              22 |   |     | $ |                     \(2,790 | \) |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(1,339      | \) |     |   |                               — |   |     |   |                     \(1,339 | \) |
| Other comprehensive loss                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                             \(12 | \) |     |   |                        \(12 | \) |
| Sale of common stock, net                                  |     |                             11 |     |   |      — |     |   |         78 |   |     |   | —           |   |     |   |                               — |   |     |   |                         78 |   |
| Options exercised                                          |     |                             46 |     |   |      — |     |   |        207 |   |     |   | —           |   |     |   |                               — |   |     |   |                        207 |   |
| Shares issued for settlement of claims for indemnification |     |                             77 |     |   |      — |     |   |        731 |   |     |   | —           |   |     |   |                               — |   |     |   |                        731 |   |
| Issuance of stock related to employee compensation, net    |     |                             39 |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          — |   |
| Share based compensation                                   |     |                                |     |   |        |     |   |        617 |   |     |   |             |   |     |   |                                 |   |     |   |                        617 |   |
| Balances as of September 30, 2026                          |     |                          9,174 |     | $ |      9 |     | $ |    198,198 |   |     | $ | \(200,725    | \) |     | $ |                              10 |   |     | $ |                     \(2,508 | \) |
| Balances as of January 1, 2025                             |     |                          6,651 |     | $ |      7 |     | $ |    184,513 |   |     | $ | \(177,090    | \) |     | $ |                             114 |   |     | $ |                      7,544 |   |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(3,855      | \) |     |   |                               — |   |     |   |                     \(3,855 | \) |
| Other comprehensive income                                 |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                             \(44 | \) |     |   |                        \(44 | \) |
| Sale of common stock, net                                  |     |                             14 |     |   |      — |     |   |        179 |   |     |   | —           |   |     |   |                               — |   |     |   |                        179 |   |
| Proceeds from the exercise of warrants                     |     |                            725 |     |   |      — |     |   |          1 |   |     |   | —           |   |     |   |                               — |   |     |   |                          1 |   |
| Issuance of stock related to employee compensation, net    |     |                             30 |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          — |   |
| Share based compensation                                   |     |                              — |     |   |      — |     |   |        540 |   |     |   | —           |   |     |   |                               — |   |     |   |                        540 |   |
| Balances as of March 31, 2025                              |     |                          7,420 |     | $ |      7 |     | $ |    185,233 |   |     | $ | \(180,945    | \) |     | $ |                              70 |   |     | $ |                      4,365 |   |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(3,671      | \) |     |   |                               — |   |     |   |                     \(3,671 | \) |
| Other comprehensive income                                 |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                             \(89 | \) |     |   |                        \(89 | \) |
| Options exercised                                          |     |                             10 |     |   |      — |     |   |         45 |   |     |   | —           |   |     |   |                               — |   |     |   |                         45 |   |
| Equity issuance costs                                      |     |                              — |     |   |      — |     |   |        \(42 | \) |     |   | —           |   |     |   |                               — |   |     |   |                        \(42 | \) |
| Issuance of stock related to employee compensation, net    |     |                             36 |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          — |   |
| Share based compensation                                   |     |                              — |     |   |      — |     |   |        505 |   |     |   | —           |   |     |   |                               — |   |     |   |                        505 |   |
| Balances as of June 30, 2025                               |     |                          7,466 |     | $ |      7 |     | $ |    185,741 |   |     | $ | \(184,616    | \) |     | $ |                             \(19 | \) |     | $ |                      1,113 |   |
| Balance                                                    |     |                          7,466 |     | $ |      7 |     | $ |    185,741 |   |     | $ | \(184,616    | \) |     | $ |                             \(19 | \) |     | $ |                      1,113 |   |
| Net loss                                                   |     |                              — |     |   |      — |     |   |          — |   |     |   | \(3,405      | \) |     |   |                               — |   |     |   |                     \(3,405 | \) |
| Other comprehensive income                                 |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               4 |   |     |   |                          4 |   |
| Other comprehensive income \(loss\)                          |     |                              — |     |   |      — |     |   |          — |   |     |   | —           |   |     |   |                               4 |   |     |   |                          4 |   |
| Shares issued in connection with Avenue loan               |     |                            106 |     |   |      — |     |   |        720 |   |     |   | —           |   |     |   |                               — |   |     |   |                        720 |   |
| Options exercised                                          |     |                             12 |     |   |      — |     |   |         53 |   |     |   | —           |   |     |   |                               — |   |     |   |                         53 |   |
| Equity issuance costs                                      |     |                              — |     |   |      — |     |   |         26 |   |     |   | —           |   |     |   |                               — |   |     |   |                         26 |   |
| Issuance of stock related to employee compensation, net    |     |                             51 |     |   |      1 |     |   |          — |   |     |   | —           |   |     |   |                               — |   |     |   |                          1 |   |
| Share based compensation                                   |     |                              — |     |   |      — |     |   |        415 |   |     |   | —           |   |     |   |                               — |   |     |   |                        415 |   |
| Balances as of September 30, 2025                          |     |                          7,635 |     | $ |      8 |     | $ |    186,955 |   |     | $ | \(188,021    | \) |     | $ |                             \(15 | \) |     | $ |                     \(1,073 | \) |
| Balance                                                    |     |                          7,635 |     | $ |      8 |     | $ |    186,955 |   |     | $ | \(188,021    | \) |     | $ |                             \(15 | \) |     | $ |                     \(1,073 | \) |
See accompanying notes to the condensed consolidated financial statements.
| 6 |
ELECTROCORE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

\(unaudited\)

\(in thousands\)
| Cash flows from operating activities:                                       
 Net loss                                                                    
 Adjustments to reconcile net loss to net cash used in operating activities: 
 Stock based compensation                                                    
 Depreciation and amortization                                               
 Amortization of right of use assets                                         
 Contingent tenant allowance                                                 
 Amortization of debt discount                                               
 Gain on settlement of accrued litigation legal liability                    
 Inventory reserve charge                                                    
 Increase in provision for credit losses                                     
 Changes in operating assets and liabilities:                                
 Accounts receivable                                                         
 Inventories                                                                 
 Prepaid expenses and other assets                                           
 Accounts payable                                                            
 Accrued expense and other current liabilities                               
 Operating lease liabilities                                                 
 Net cash used in operating activities                                       
 Cash flows from investing activities:                                       
 Purchase of property and equipment                                          
 Sale of marketable securities                                               
 Net cash provided by investing activities                                   
 Cash flows from financing activities:                                       
 Proceeds from exercise of warrants                                          
 Proceeds from exercise of options                                           
 Sale of common stock, net                                                   
 Issuance of long-term debt, net                                             
 Net cash provided by financing activities                                   
 Effect of changes in exchange rates on cash and cash equivalents            
 Net \(decrease\) increase in cash and cash equivalents                        
 Cash and cash equivalents – beginning of year                               
 Cash and cash equivalents – end of period                                   
 Supplemental cash flows disclosures:                                        |     |   |                            2026 
 Nine months ended September 30, 
                            2026 
                          \(9,669 
                           2,408 
                              36 
                              78 
                             100 
                             288 
                            \(424 
                             234 
                               — 
                            \(597 
                          \(2,563 
                              13 
                             681 
                              65 
                              \(5 
                          \(9,355 
                              \(6 
                           3,381 
                           3,375 
                             280 
                           1,032 
                           3,950 
                               — 
                           5,262 
                             \(11 
                            \(729 
                           7,035 
                           6,306 | \) 
 \) 
 \) 
 \) 
 \) 
 \) 
 \) 
 \) 
 \) |     |   |    2025 
    2025 
 \(10,931 
   1,460 
     394 
     112 
       — 
      54 
       — 
       — 
     523 
    \(597 
     482 
    \(301 
     853 
   1,155 
     149 
  \(6,647 
     \(66 
   3,425 
   3,359 
       1 
      98 
     163 
   7,405 
   7,667 
      28 
   4,407 
   3,700 
   8,107 | \) 
 \) 
 \) 
 \) 
 \) |
|:----------------------------------------------------------------------------|:----|:--|--------------------------------:|:--|:----|:--|--------:|:--|
| Proceeds from sale of state net operating losses                            |     | $ |                             321 |   |     | $ |      48 |   |
| Interest paid                                                               |     |   |                             721 |   |     |   |     156 |   |
| Supplemental schedule of noncash activity:                                  |     |   |                                 |   |     |   |         |   |
| Shares issued for settlement of claims for indemnification                  |     |   |                             731 |   |     |   |       — |   |
| Bonuses settled through the issuance of common stock                        |     |   |                             562 |   |     |   |       — |   |
| Insurance premium financing                                                 |     |   |                             458 |   |     |   |     452 |   |
| Debt issuance costs settled in shares                                       |     |   |                               — |   |     |   |     720 |   |
| Non-cash debt issuance costs                                                |     |   |                               — |   |     |   |     213 |   |
See accompanying notes to condensed consolidated financial statements.
| 7 |

Note 1. The Company

electroCore, Inc. and its subsidiaries \(“electroCore” or the “Company”\) is a bioelectronic technology company whose mission is to improve health and quality of life through innovative non-invasive, bioelectronic technologies.

electroCore, headquartered in Rockaway, NJ, has threewholly owned subsidiaries: electroCore U.K. Ltd, electroCore Germany GmbH and NeuroMetrix, Inc. \(“NURO”\). The Company acquired NURO on May 1, 2025. The Company has paused operations in Germany, with sales into the country and the rest of Europe being managed by electroCore U.K. Ltd.

Note 2. Summary of Significant Accounting Policies

\(a\) Basis of Presentation

The accompanying condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America \(“U.S. GAAP”\) and with instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026. The results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.

\(b\) Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of electroCore and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

\(c\) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include revenue, licensed products and loss contingencies.

\(d\) Cash and Cash Equivalents

Cash and cash equivalents of $ 6.3million include all highly liquid investments with an original maturity of three months or less when purchased.

As of September 30, 2026, cash equivalents represented funds held in an interest-bearing demand deposit account, U.S. treasury bills, and a money market account.

\(e\) Marketable Securities

As of September 30, 2026, marketable securities amounted to $ 1.2million and consisted of U.S. treasury bills. Unrealized gains or losses during 2026 and 2025 were not material.

| 8 |

\(f\) Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update \(ASU\) No. 2024-03, Income Statement \(Topic 220\): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The amendments in this pronouncement will be effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted. The Company adopted this standard effective January 1, 2026 and have elected the practical expedient. This adoption did not materially affect the Company’s condensed consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which clarifies various topics in the Accounting Standards Codification to improve consistency and address technical corrections. Key improvements include clarifying the calculation of diluted earnings per share \(EPS\) when a loss from continuing operations exists. The amendments in this update are effective for the Company beginning January 1, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting \(Topic 270\): Narrow Scope Improvements. This update clarifies the applicability of interim reporting guidance and the form and content of interim financial statements. It also establishes a disclosure principle requiring an entity to disclose material events and changes occurring since the end of the last annual reporting period. ASU 2025-11 is effective for the Company for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact of adopting this standard.

Note 3. Liquidity, Credit Risks and Going Concern

The Company has experienced significant net losses, and it expects to continue to incur net losses for the near future as it works to increase market acceptance of its prescription \(Rx\) devices and general wellness and human performance products. The Company has never been profitable and has incurred net losses and negative cash used in operations each year since its inception. The Company incurred net losses of $ 9.7million and $ 10.9million and used cash in its operations of $ 9.4million and $ 6.6million for the nine months ended September 30, 2026 and 2025, respectively. Subsequent to September 30, 2026, the Company received $ 0.2million from an exercise of 45,000warrants.

The Company has historically funded its operations with the proceeds of equity and debt financings. During the three months ended September 30, 2026, the Company received net proceeds of approximately $ 0.3million from the exercise of options and usage of our Sales Agreement \(as defined below\). During the nine months ended September 30, 2026, the Company received net proceeds of approximately $ 5.3million from the exercise of warrants and options, and usage of our Sales Agreement. As of September 30, 2026, the Company’s cash, cash equivalents and marketable securities totaled $ 7.5million \(“Cash Position”\).

On July 24, 2025, our Form S-3 registration statement \(File No. 333-284477\), or the 2025 Shelf Registration Statement, was declared effective by the SEC. The 2025 Shelf Registration Statement relates to the potential offering and issuance from time to time of common stock, preferred stock, warrants, rights, debt securities and units, up to an aggregate amount of $ 100.0million. The proposed maximum offering price per unit and the proposed maximum aggregate offering price per class of security in any future offering under the 2025 Shelf Registration Statement will be determined from time to time by us in connection with the issuance by us of the securities registered under the 2025 Shelf Registration Statement. As of September 30, 2026, we have $ 95.9million remaining for potential issuance under the 2025 Shelf Registration Statement \(including $ 15.7million under the Sales Agreement \(as defined below\)\). If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.

On November 29, 2024, we entered into an At The Market Offering Agreement \(the “Sales Agreement”\) with H.C. Wainwright & Co., LLC \(“Wainwright”\), whereby the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $ 20.0million by any method deemed to be an “at-the-market” offering \(“ATM”\) as defined in Rule 415 of the Securities Act, or any other method specified in the Sales Agreement. During the three months ended September 30, 2026, the Company sold 10,745shares of its common stock at a weighted average price of $ 8.35per share, for approximately $ 82,000in net proceeds after issuance costs, pursuant to the Sales Agreement, which sales were previously disclosed in Note 3 to our condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. For the nine months ended September 30, 2026, the Company sold 505,346shares of its common stock at a weighted average price of $ 8.17per share, for approximately $ 4.0million in net proceeds after $ 0.3million of issuance costs, pursuant to the Sales Agreement.

| 9 |

On August 4, 2025 \(the “LSA Closing Date”\), we, and our wholly owned subsidiary, NURO, each as borrowers, entered into a Loan and Security Agreement \(the “Loan and Security Agreement”\), with Avenue Venture Opportunities Fund II, L.P. \(“Avenue”\). The Loan and Security Agreement provided for term loans in an aggregate principal amount of up to $ 12.0million, of which $ 7.5million was advanced on the LSA Closing Date and the remaining availability expired on December 31, 2025. See “Note 9 – Long-Term Debt” for further information regarding the Loan and Security Agreement, and related transactions.

During the remainder of 2026, we intend to continue to make targeted investments in sales, marketing, and research and development to continue driving commercial activities. We have historically funded our operations from the sale of our common stock and debt financing and may continue to do so through utilization of the at-the-market facility pursuant to the Sales Agreement, or other equity or debt transactions.

Notwithstanding the expected cash flow from operations and expected access to capital from existing and/or future debt and equity sources, the Company’s currently forecasted cash is less than the requirements to fund its operating expenses, future investments and capital expenditure requirements, as currently planned, for at least the next 12 months from the date the accompanying condensed consolidated financial statements are issued. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There remain significant risks and uncertainties regarding the Company’s business, financial condition and results of operations. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Concentration of Revenue Risks

Historically, the Company has earned a significant amount of its revenue in the United States from the United States Department of Veterans Affairs, or VA, channel pursuant to its qualifying contract under the Federal Supply Schedule, or FSS, and open market sales to individual VA facilities. In August 2023, the Company signed a non-exclusive distribution agreement with Lovell Government Services, or Lovell, providing Lovell the right to list and distribute certain gammaCore devices, and more recently Quell Fibromyalgia devices, into the federal market. Lovell is a Service-Disabled Veteran-Owned Small Business \(SDVOSB\) offering medical and pharmaceutical goods and services to federal healthcare providers through its qualifying FSS, GSA Advantage \(GSA\), the VA Distribution and Pricing Agreement \(DAPA\), and Defense Logistics Agency’s ECAT system procurement portals through the Lovell contract vehicles \(ECAT\). Listing products with Lovell is intended to streamline the sales process to a variety of government procurement channels through Lovell’s compliance with contracting regulations and its provision of logistical solutions connected directly into government contracting portals, all of which are intended to help government agencies meet their SDVOSB procurement goals. The Company has gradually shifted its direct sales to the VA from its FSS contract to sales through the distribution agreement with Lovell, and beginning in August 2026, the Company implemented a change to transition all prescription product sales to the VA and Department of Defense through the Lovell distribution agreement.

For the three months ended September 30, 2026 and 2025, sales to Lovell accounted for 62.6% and 36.8% of net sales, respectively. For the nine months ended September 30, 2026 and 2025, sales to Lovell accounted for 51.6% and 36.8% of net sales, respectively. As of September 30, 2026 and December 31, 2025, Lovell accounted for 51% and 23% of our gross accounts receivable, respectively.

As of December 31, 2025, one of our customers in the United Kingdom accounted for 10.6% of our accounts receivable.

Foreign Currency Exchange

The Company has foreign currency exchange risks related to revenue and operating expenses in currencies other than the local currencies in which it operates. The Company is exposed to currency risk from the potential changes in the functional currency values of its assets, liabilities, and cash flows denominated in foreign currencies.

| 10 |

Note 4. Revenue

The following tables present product net sales disaggregated by Channel and Geographic Market \(in thousands\):

Schedule of Net Sales Disaggregated By Channel

| Channel:                  
 Channel:                  |     |   |                             2026 
 Three months ended September 30, 
                             2026 |     |   |  2025 
  2025 |
|:--------------------------|:----|:--|---------------------------------:|:----|:--|------:|
| United States – Rx        |     | $ |                            7,952 |     | $ | 6,348 |
| General Wellness          |     |   |                            1,044 |     |   | 1,686 |
| Outside the United States |     |   |                              521 |     |   |   450 |
| TAC-STIM                  |     |   |                              133 |     |   |   183 |
| In-License / Other        |     |   |                               40 |     |   |    22 |
| Total Net Sales           |     | $ |                            9,690 |     | $ | 8,689 |

| Channel:                  
 Channel:                  |     |   |                            2026 
 Nine months ended September 30, 
                            2026 |     |   |   2025 
   2025 |
|:--------------------------|:----|:--|--------------------------------:|:----|:--|-------:|
| United States – Rx        |     | $ |                          22,820 |     | $ | 17,051 |
| General Wellness          |     |   |                           3,938 |     |   |  3,799 |
| Outside the United States |     |   |                           1,526 |     |   |  1,418 |
| TAC-STIM                  |     |   |                             360 |     |   |    454 |
| In-License / Other        |     |   |                              80 |     |   |     67 |
| Total Net Sales           |     | $ |                          28,724 |     | $ | 22,789 |

Schedule of Net Sales Disaggregated By Geographic Market

| Geographic:     
 Geographic:     
 Product revenue |     |   |                             2026 
 Three months ended September 30, 
                             2026 |     |   |  2025 
  2025 |
|:----------------|:----|:--|---------------------------------:|:----|:--|------:|
| United States   |     | $ |                            9,138 |     | $ | 8,222 |
| United Kingdom  |     |   |                              469 |     |   |   402 |
| Other           |     |   |                               52 |     |   |    48 |
| License revenue |     |   |                                  |     |   |       |
| Japan           |     |   |                               31 |     |   |    17 |
| Total Net Sales |     | $ |                            9,690 |     | $ | 8,689 |

| Geographic:     
 Geographic:     
 Product revenue |     |   |                            2026 
 Nine months ended September 30, 
                            2026 |     |   |   2025 
   2025 |
|:----------------|:----|:--|--------------------------------:|:----|:--|-------:|
| United States   |     | $ |                          27,150 |     | $ | 21,322 |
| United Kingdom  |     |   |                           1,398 |     |   |  1,285 |
| Other           |     |   |                             128 |     |   |    133 |
| License revenue |     |   |                                 |     |   |        |
| Japan           |     |   |                              48 |     |   |     49 |
| Total Net Sales |     | $ |                          28,724 |     | $ | 22,789 |

The Company generally invoices the customer and recognizes revenue once its performance obligations are satisfied, at which point payment is unconditional. Agreed upon payment terms with customers are within 30 days of shipment. Accordingly, contracts with customers do not include a significant financing component. As of September 30, 2026 and December 31, 2025, amounts recorded in deferred revenue were not material.

| 11 |

Note 5. Fair Value Measurements

Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy:

| ● | Level                                                                                                                                         
 1—Quoted prices in active markets for identical assets or liabilities.                                                                        |
| ● | Level                                                                                                                                         
 2—Observable inputs \(other than Level 1 quoted prices\), such as quoted prices in active markets for similar assets or liabilities,            
 quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable              
 or can be corroborated by observable market data.                                                                                             |
| ● | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to                                    
 determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |

As of September 30, 2026 and December 31, 2025, the Company’s marketable securities in the amount of $ 1.2million and $ 4.6million, respectively, were carried at fair value in accordance with Level 1 as described above. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three and nine months ended September 30, 2026 and the year ended December 31, 2025. The carrying amount of the Company’s receivables and payables approximate their fair value due to their maturity.

Note 6. Inventory

As of September 30, 2026 and December 31, 2025, inventories consisted of the following:

Schedule of Inventories

| \(in thousands\)  |     |   | September 30, 
          2026 |     |   | December 31, 
         2025 |
|:----------------|:----|:--|--------------:|:----|:--|-------------:|
| Raw materials   |     | $ |         2,528 |     | $ |        1,278 |
| Work in process |     |   |            90 |     |   |           62 |
| Finished goods  |     |   |         1,341 |     |   |          291 |
| Total inventory |     | $ |         3,959 |     | $ |        1,631 |

The reserve for obsolete inventory was $ 0.4million and $ 0.3million as of September 30, 2026 and December 31, 2025, respectively. The Company records charges for obsolete inventory in cost of goods sold. Inventory classified under the category “Work in process” consists of prefabricated assembled product.

Note 7. Leases

The Company leases its headquarters location in Rockaway, New Jersey. For the three and nine months ended September 30, 2026, the Company recognized lease expenses of $ 118,000and $ 358,000, respectively. For the three and nine months ended September 30, 2025, the Company recognized lease expense of $ 178,000and $ 534,000, respectively. This expense does not include non-lease components associated with the lease agreements as the Company elected not to include such charges as part of the lease expense.

Supplemental Balance Sheet Information for Operating Leases:

Schedule of Operating Leases

| \(in thousands\)                                                          
 Operating leases:                                                       |     |   | September 30, 
          2026 |   |     |   | December 31, 
         2025 |   |
|:------------------------------------------------------------------------|:----|:--|--------------:|:--|:----|:--|-------------:|:--|
| Operating lease right of use assets                                     |     | $ |         2,387 |   |     | $ |        2,565 |   |
| Operating lease liabilities:                                            |     |   |               |   |     |   |              |   |
| Current portion of operating lease liabilities                          |     |   |           387 |   |     |   |          375 |   |
| Noncurrent operating lease liabilities                                  |     |   |         2,404 |   |     |   |        2,421 |   |
| Total operating lease liabilities                                       |     | $ |         2,791 |   |     | $ |        2,796 |   |
| Cash paid for amounts included in the measurement of lease liabilities: |     |   |               |   |     |   |              |   |
| Operating cash flows                                                    |     | $ |           286 |   |     | $ |          369 |   |
| Weighted average remaining lease term \(in years\)                        |     |   |          12.7 |   |     |   |         13.4 |   |
| Weighted average discount rate                                          |     |   |          13.5 | % |     |   |         13.5 | % |

| 12 |

Future minimum lease payments under non-cancelable operating leases as of September 30, 2026:

Schedule of Future Lease Payments

| Financial year \(in thousands\)       |     |   |        |   |
|:------------------------------------|:----|:--|-------:|:--|
| Remainder of 2026                   |     | $ |     97 |   |
| 2027                                |     |   |    397 |   |
| 2028                                |     |   |    412 |   |
| 2029                                |     |   |    417 |   |
| 2030                                |     |   |    423 |   |
| 2031 and thereafter                 |     |   |  4,479 |   |
| Total future minimum lease payments |     |   |  6,225 |   |
| Less: Amounts representing interest |     |   | \(3,434 | \) |
| Total                               |     | $ |  2,791 |   |

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses as of September 30, 2026 and December 31, 2025 consisted of the following:

Schedule of Accrued Expenses and Other Current Liabilities

| \(in thousands\)                                       |     |   | September 
  30, 2026 |     |   | December 31, 2025 |
|:-----------------------------------------------------|:----|:--|----------:|:----|:--|------------------:|
| Accrued professional fees                            |     | $ |       571 |     | $ |             1,059 |
| Accrued bonuses and incentive compensation           |     |   |     1,997 |     |   |             2,583 |
| Accrued litigation legal fees expense                |     |   |         - |     |   |             1,155 |
| Accrued insurance expense                            |     |   |       321 |     |   |               181 |
| Accrued research and development expenses            |     |   |       655 |     |   |               655 |
| Accrued vacation and other employee related expenses |     |   |     1,734 |     |   |             1,000 |
| Accrued tax expenses                                 |     |   |       416 |     |   |               524 |
| Accrued purchases of inventory                       |     |   |       414 |     |   |                86 |
| Deferred revenue                                     |     |   |        57 |     |   |                50 |
| Accrued acquisition related expenses                 |     |   |       304 |     |   |               604 |
| Other                                                |     |   |       168 |     |   |               364 |
| Accrued expenses and                                 
 other current liabilities                            |     | $ |     6,637 |     | $ |             8,261 |

Finance and Security Agreements

On July 6, 2026, the Company and First Insurance Funding entered into a Commercial Insurance Premium Finance Agreement \(the “2026 Finance Agreement”\). The 2026 Finance Agreement provides for a single borrowing of approximately $ 458,000with a 10ten-month term and an annual interest rate of 7.250%. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company’s insurance policies. The amounts payable are secured by the Company’s rights under such policies. Beginning in July 2026, the Company paid monthly installments of approximately $ 46,000.

On July 7, 2025, the Company and First Insurance Funding entered into a Commercial Insurance Premium Finance Agreement \(the “2025 Finance Agreement”\). The 2025 Finance Agreement provided for a single borrowing of approximately $ 452,000with a 10ten-month term and an annual interest rate of 6.55%. The proceeds from this transaction were used to partially fund the premiums due under certain of the Company’s insurance policies. The amounts payable were secured by the Company’s rights under such policies. Beginning in July 2025, the Company paid monthly installments of approximately $ 45,000through May 2026, at which time the obligations under the 2025 Finance Agreement were fully satisfied.

During the three and nine months ended September 30, 2026, the Company recognized $ 3,700and $ 10,300, respectively, in aggregate interest expense related to the Company’s finance and security agreements. During the three and nine months ended September 30, 2025, the Company recognized $ 3,300and $ 12,800, respectively, in aggregate interest expense related to the Company’s finance and security agreements. As of September 30, 2026 and December 31, 2025, the amounts payable under the financing agreements were $ 321,000and $ 181,000, respectively, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

| 13 |

Note 9. Long-Term Debt

As of September 30, 2026, long-term debt consists of notes payable and convertible notes payable as follows:

Schedule of Notes Payable and Convertible Notes Payable

| \(in thousands\)                |     |   | Non-Convertible 
   Notes Payable |   |     |   |   Convertible 
 Notes Payable |   |     |   |  Total |   |
|:------------------------------|:----|:--|----------------:|:--|:----|:--|--------------:|:--|:----|:--|-------:|:--|
| Principal Borrowed            |     | $ |           5,000 |   |     | $ |         2,500 |   |     | $ |  7,500 |   |
| Final Payment \(3.50%\)         |     |   |             280 |   |     |   |           140 |   |     |   |    420 |   |
| Total Principal               |     |   |           5,280 |   |     |   |         2,640 |   |     |   |  7,920 |   |
| Aggregate Debt Discount       |     |   |            \(874 | \) |     |   |          \(573 | \) |     |   | \(1,447 | \) |
| Debt Discount Amortization    |     |   |             255 |   |     |   |           167 |   |     |   |    422 |   |
| Unamortized Debt Discount     |     |   |            \(619 | \) |     |   |          \(406 | \) |     |   | \(1,025 | \) |
| Total Principal               |     |   |           5,280 |   |     |   |         2,640 |   |     |   |  7,920 |   |
| Unamortized Debt Discount     |     |   |            \(619 | \) |     |   |          \(406 | \) |     |   | \(1,025 | \) |
| Long-Term Debt                |     |   |           4,661 |   |     |   |         2,234 |   |     |   |  6,895 |   |
| Less: Current Portion of Debt |     |   |            \(313 | \) |     |   |             — |   |     |   |   \(313 | \) |
| Long-Term Debt                |     | $ |           4,348 |   |     | $ |         2,234 |   |     | $ |  6,582 |   |

Avenue Loan and Security Agreement

On the LSA Closing Date, the Company and NURO entered into the Loan and Security Agreement withAvenue, as administrative agent and collateral agent, and as lender for term loans in an aggregate principal amount of up to $ 12million \(the “Loan Amount”\) to be delivered in two tranches \(the “Term Loans”\). The tranches consist of \(i\) a term loan advanced to the Company on the LSA Closing Date in an aggregate amount of $ 7.5million \(“Tranche 1”\), and \(ii\) subject to the achievement of certain performance milestones set forth in the Loan and Security Agreement, a right of the Company to request that Avenue make additional term loan advances to the Company in an aggregate amount of $ 4.5million \(“Tranche 2”\), which right expired on December 31, 2025. The Term Loans mature on August 1, 2029\(the “Maturity Date”\).

Subject to certain exceptions, Avenue has the right to convert \(the “Conversion Right”\) an aggregate amount of up to $ 2.5million of the outstanding Loan Amount into shares of the Company’s common stock at a conversion price per share equal to $ 8.4625, representing 125% of the lower of \(i\) the five-day volume-weighted average price of Company’s common stock as calculated on the day prior to the LSA Closing Date, or \(ii\) the closing price of Company’s common stock on the date prior to the LSA Closing Date \($ 6.77\). Therefore, the Company recorded the borrowings under Tranche 1 as Non-Convertible and Convertible Notes Payable, respectively. In the event the Company elects to prepay the Term Loans in full, the Company shall provide no less than five business days’ prior written notice to Avenue; provided, however, if Avenue has not yet exercised the Conversion Right, the Company shall provide written notice of prepayment at least 10 days in advance of the proposed prepayment date and Avenue shall have the option, with respect to the Conversion Right, to exercise the Conversion Right by delivering written notice to the Company at least two business days in advance of the proposed prepayment date.

The principal balance of the Term Loans bears interest at a variable rate per annum equal to the greater of \(i\) the sum of 5.0% and the prime rate as reported in The Wall Street Journal, provided that, in the event such prime rate of interest is less than zero, such rate shall be deemed to be zero, and \(ii\) twelve and one-half percent \( 12.50%\) \(the “Interest Rate”\). Under the Supplement to the Loan and Security Agreement \(the “Supplement”\), interest only was initially payable at the Interest Rate until the first day of the first full calendar month following the 18-month anniversary of the LSA Closing Date. That period was subject to a six-month extension if the Company achieved a specified revenue milestone measured as of June 30, 2026, and in no event could it exceed 24 months. The Company achieved the milestone, and the interest only period has been extended to 24 months. Accordingly, interest only is payable at the Interest Rate through August 31, 2027. Beginning September 1, 2027, principal and interest of the Term Loans will be fully amortized and paid in equal monthly principal installments, plus interest at the Interest Rate for such month, through the Maturity Date, subject to the terms and conditions of the Loan and Security Agreement and the Supplement. The Company will pay a final payment of $ 420,000, which is 3.5% of the Loan Amount upon the earlier of the Maturity Date or prepayment in full of the Term Loans.

| 14 |

The Company may, at its option at any time, prepay the Term Loans in their entirety by paying the then outstanding principal balance and all accrued and unpaid interest on the Term Loans, subject to a prepayment fee equal to \(i\) 3.0% of the principal amount outstanding if the prepayment occurs on or prior to the first anniversary following the LSA Closing Date, \(ii\) 2.0% of the principal amount outstanding if the prepayment occurs after the first anniversary following the LSA Closing Date, but on or prior to the second anniversary following the LSA Closing Date, and \(iii\) 1.0% of the principal amount outstanding if the prepayment occurs after the second anniversary following the LSA Closing Date, but on or prior to the Maturity Date.

The Company incurred borrower commitment and legal fees of $ 1,447,000, which are presented as debt discounts, of which $ 719,996was settled in the issuance of the Company’s common stock \(discussed further below\). During the three and nine months ended September 30, 2026, the Company recorded interest expense of $ 370,000and $ 1,009,000, respectively, which included amortization of debt discount of $ 127,000and $ 288,000, respectively. As of September 30, 2026, the interest rate on Tranche 1 is 12.5%.

The Loan and Security Agreement is collateralized by substantially all of the Company’s assets in which Avenue is granted a senior secured lien. The Company also grants Avenue a negative pledge on the Company’s intellectual property, subject to limited exceptions, pursuant to the Loan and Security Agreement. The Loan and Security Agreement contains customary representations, warranties and covenants, including covenants limiting certain additional indebtedness, liens \(including a negative pledge on intellectual property and other assets, subject to limited exceptions\), guaranties, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The financial covenants include a minimum level of revenue and cash and cash equivalents. We were in compliance with these financial covenants as of September 30, 2026.

The Loan and Security Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence of an event of default, Avenue may \(i\) accelerate payment of all obligations, impose an increased rate of interest, and terminate Avenue commitments under the Loan and Security Agreement and \(ii\) exercise any other right or remedy provided by contract or applicable law.

Avenue shall have the right, but not the obligation, to invest up to an aggregate of $ 1.0million in equity securities of the Company on the same terms, conditions, and pricing offered by the Company to other investors in connection with any offering of the Company’s equity securities to third party investors for capital raising purposes occurring after the Closing Date, on the terms and conditions set forth in the Supplement.

Avenue Subscription Agreement

In connection with the entry into the Loan and Security Agreement, the Company entered into a Subscription Agreement \(the “Subscription Agreement”\) between the Company and Avenue, pursuant to which the Company issued 106,351shares \(the “Subscription Shares”\) of the Company’s common stock to Avenue for no additional consideration. The shares were valued at $ 719,996based on the Company’s stock price on the LSA Closing Date.

The issuance of the Subscription Shares was made 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 Rule 506 of Regulation D thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4\(a\)\(2\) of the Securities Act.

Pursuant to the Subscription Agreement, the Company filed with the SEC a registration statement on Form S-3 \(File No. 333-290713\) to cover the resale of the Subscription Shares, and the shares of the Company’s common stock issuable upon the Conversion Right pursuant to the Loan and Security Agreement, which registration statement became effective on October 22, 2025.

The foregoing summary of the Loan and Security Agreement, the Supplement and the Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of Loan and Security Agreement and the Supplement, which are filed as Exhibits 10.1, 10.2 and 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, and are incorporated by reference herein.

| 15 |

Maturities on long-term debt include:

Schedule of Maturities of Long-term Debt

| \(in thousands\)    |     |   | Amount |
|:------------------|:----|:--|-------:|
| Remainder of 2026 |     | $ |      - |
| 2027              |     |   |  1,250 |
| 2028              |     |   |  3,750 |
| 2029              |     |   |  2,920 |
| Total             |     | $ |  7,920 |

Note 10. Shareholders’ Equity

Settlement of Claims for Indemnification

As previously disclosed, following the Company’s initial public offering, or IPO, in 2018, certain securities class action lawsuits were filed against the Company and other defendants, alleging violations of federal securities laws, which were ultimately dismissed. On August 31, 2026, the Company entered into an agreement to settle certain claims for indemnification related to defending against those lawsuits, pursuant to which the Company issued and delivered 77,004shares \(the “Settlement Shares”\) of the common stock equal to $ 750,000, based on the five-day trailing volume weighted average sales price of the common stock on the Nasdaq Capital Market. The Company had previously recorded a liability of $ 1,155,000for these claims. The Settlement Shares had a fair value of $ 731,000on the date of issuance resulting in a gain of $ 424,000which is classified as Interest and other income in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2026.

At-the-Market Facility

On November 29, 2024, we entered into the Sales Agreement with Wainwright. Under the Sales Agreement, the Company may offer and sell shares of its common stock from time to time having an aggregate offering price of up to $ 20.0million during the term of the Sales Agreement through Wainwright, acting as sales agent. The Company intends to use the net proceeds from any offering pursuant to the Sales Agreement to continue to fund sales and marketing, working capital and for other general corporate purposes. For additional information regarding sales of common stock under the Sales Agreement during the three and nine months ended September 30, 2026, see Note 3, “Liquidity, Credit Risks and Going Concern.”

Including sales in 2025, the Company has sold an aggregate of 519,611shares of common stock for $ 4,167,000in proceeds, net of issuance costs, pursuant to the Sales Agreement.

Stock Purchase Warrants

The following table presents a summary of stock purchase warrants outstanding as of September 30, 2026:

Schedule of Stock Purchase Warrants Outstanding

|                                 |     | Number of Warrants \(in thousands\) |   |     |   | Weighted Average Exercise Price |     | Weighted Average Remaining Contractual Term \(Years\) |     |   | Aggregate Intrinsic Value \(in thousands\) |
|:--------------------------------|:----|----------------------------------:|:--|:----|:--|--------------------------------:|:----|----------------------------------------------------:|:----|:--|-----------------------------------------:|
| Outstanding, January 1, 2026    |     |                             1,496 |   |     | $ |                            5.19 |     |                                                3.23 |     | $ |                                      121 |
| Stock Purchase Warrants \*       |     |                                 — |   |     |   |                                 |     |                                                     |     |   |                                          |
| Exercised                       |     |                               \(56 | \) |     |   |                            5.06 |     |                                                     |     |   |                                          |
| Expired                         |     |                                 — |   |     |   |                                 |     |                                                     |     |   |                                          |
| Outstanding, September 30, 2026 |     |                             1,440 |   |     | $ |                            5.19 |     |                                                2.48 |     | $ |                                    8,103 |
| Exercisable, September 30, 2026 |     |                             1,440 |   |     | $ |                            5.19 |     |                                                2.48 |     | $ |                                    8,103 |

| \* |     | A total of 883,433                                
 pre-funded warrants are excluded from this table. |

| 16 |

Note 11. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities. Due to their nominal exercise price of $ 0.001per share, 883,433pre-funded warrants are considered common stock equivalents during the three and nine months ended September 30, 2026 and 2025, respectively, and are included in weighted average shares outstanding in the accompanying condensed consolidated statement of operations as of the closing date of the Company’s July 2023 Securities Purchase Agreements. Restricted stock and unit awards, stock options, and warrants \(other than the pre-funded warrants\) have not been included in the diluted loss per share calculation as their inclusion would have had an anti-dilutive effect.

The potential common stock equivalents that have been excluded from the computation of diluted loss per share consist of the following:

Schedule of Common Stock Equivalent from the Computation of Diluted Loss Per Share

| \(in thousands\)                   |     |                            2026 |     |  2025 |
|                                  |     | Nine months ended September 30, |     |       |
| \(in thousands\)                   |     |                            2026 |     |  2025 |
| Outstanding stock options        |     |                             308 |     |   518 |
| Restricted stock and unit awards |     |                             827 |     |   589 |
| Debt conversion shares           |     |                             295 |     |   295 |
| Stock purchase warrants          |     |                           1,440 |     | 1,497 |
| Total common stock equivalents   |     |                           2,870 |     | 2,899 |

Note 12. Income Taxes

The Company may be eligible, from time to time, to receive cash from the sale of its net operating losses under New Jersey’s Department of the Treasury - Division of Taxation NOL Transfer Program. During the nine months ended September 30, 2026 and 2025, the Company sold New Jersey NOL carry forwards, resulting in the receipt of net cash payments of $ 321,000and $ 48,000, respectively. There can be no assurance as to the continuation or magnitude of this program in the future.

Note 13. Stock Based Compensation

The Company grants stock based compensation to certain employees and board of directors under the Company’s 2018 Omnibus Equity Incentive Plan \(“Plan”\). As of September 30, 2026, approximately 262,000shares of common stock were reserved for issuance as awards under the Plan. The Company’s policy is to issue new shares of its common stock upon the exercise of stock options, new grants of restricted stock awards, and settlement of restricted stock units \(“RSUs”\). Stock options issued under the plan have a contractual life of 10years and are generally forfeited upon separation from the Company.

The following table presents stock compensation expense recognized by the Company for the three and nine months ended September 30, 2026 and 2025. Total unrecognized compensation cost related to equity awards as of September 30, 2026 was $ 3.6million and is expected to be recognized over the next 2.0years.

Schedule of Stock Compensation Expenses

| \(in thousands\)                         
 \(in thousands\)                         |     |   |                             2026 
 Three months ended September 30, 
                             2026 |     |   | 2025 
 2025 |
|:---------------------------------------|:----|:--|---------------------------------:|:----|:--|-----:|
| Selling, general and administrative    |     | $ |                              512 |     | $ |  392 |
| Research and development               |     |   |                               55 |     |   |    8 |
| Cost of goods sold                     |     |   |                               50 |     |   |   15 |
| Total stock based compensation expense |     | $ |                              617 |     | $ |  415 |

| \(in thousands\)                         
 \(in thousands\)                         |     |   |                            2026 
 Nine Months ended September 30, 
                            2026 |     |   |  2025 
  2025 |
|:---------------------------------------|:----|:--|--------------------------------:|:----|:--|------:|
| Selling, general and administrative    |     | $ |                           2,024 |     | $ | 1,390 |
| Research and development               |     |   |                             239 |     |   |    24 |
| Cost of goods sold                     |     |   |                             145 |     |   |    46 |
| Total stock based compensation expense |     | $ |                           2,408 |     | $ | 1,460 |

| 17 |

The following table presents a summary of stock option award activity during the nine months ended September 30, 2026:

Schedule of Outstanding Stock Options

|                                 |     | Number of Options \(in thousands\) |   |     |   | Weighted Average Exercise Price |     | Weighted Average Remaining Contractual Term \(Years\) |     |   | Aggregate Intrinsic Value \(in thousands\) |
|:--------------------------------|:----|---------------------------------:|:--|:----|:--|--------------------------------:|:----|----------------------------------------------------:|:----|:--|-----------------------------------------:|
| Outstanding, January 1, 2026    |     |                              518 |   |     | $ |                           32.56 |     |                                                 5.9 |     | $ |                                        1 |
| Granted                         |     |                                — |   |     |   |                                 |     |                                                     |     |   |                                          |
| Exercised                       |     |                             \(193 | \) |     |   |                            5.35 |     |                                                     |     |   |                                          |
| Cancelled                       |     |                              \(17 | \) |     |   |                           21.33 |     |                                                     |     |   |                                          |
| Expired                         |     |                                — |   |     |   |                                 |     |                                                     |     |   |                                          |
| Outstanding, September 30, 2026 |     |                              308 |   |     | $ |                           50.28 |     |                                                 4.7 |     | $ |                                      570 |
| Exercisable, September 30, 2026 |     |                              308 |   |     | $ |                           50.28 |     |                                                 4.7 |     | $ |                                      570 |

The intrinsic value is calculated as the difference between the fair market value at September 30, 2026 and the exercise price per share of the stock option. The options granted to employees generally vest over a three-year period.

The following table provides additional information about stock options that are outstanding and exercisable at September 30, 2026:

Schedule of Stock Options Outstanding and Exercisable

| Exercise Price   |     | Options Outstanding \(in thousands\) |     | Options Outstanding Weighted Average Remaining Contractual Life \(Years\) |     | Options Exercisable \(in thousands\) |
| $4.05 - $4.85    |     |                                 75 |     |                                                                    6.81 |     |                                 75 |
| $4.86 - $12.98   |     |                                 81 |     |                                                                    5.72 |     |                                 81 |
| $12.99 - $225.00 |     |                                152 |     |                                                                    3.09 |     |                                152 |

The following table presents a summary of restricted and deferred stock unit \(“Unit” or “Units”\) activity during the nine months ended September 30, 2026:

Schedule of Restricted and Deferred Stock Unit

|                               |     | Number of Shares \(in thousands\) |   |     |   | Weighted Average Grant Date Fair Value |
|:------------------------------|:----|--------------------------------:|:--|:----|:--|---------------------------------------:|
| Nonvested, January 1, 2026    |     |                             575 |   |     | $ |                                   7.73 |
| Granted                       |     |                             627 |   |     |   |                                   7.81 |
| Vested                        |     |                            \(314 | \) |     |   |                                   7.14 |
| Cancelled                     |     |                             \(61 | \) |     |   |                                   9.02 |
| Nonvested, September 30, 2026 |     |                             827 |   |     | $ |                                   7.87 |

In general, Units granted to employees vest over 2two to 4four-year periods. The Company granted 100,000RSUs during the nine months ended September 30, 2026 that will vest on or before January 1, 2027, contingent on each recipient’s continued employment through such date.

Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a 12-month period. Upon a non-employee director’s initial appointment or election to the board of directors, the Company grants such non-employee director an equity award subject to vesting over a 36-month period.

Valuation Information for Stock-Based Compensation

The Company did not grant any stock options during the three and nine months ended September 30, 2026 or the year ended December 31, 2025.

| 18 |

Modification

As of March 17, 2026, Daniel S. Goldberger, the Company’s former Chief Executive Officer, notified the Company of his intention to retire as Chief Executive Officer effective April 1, 2026 \(the “Separation Date”\). Mr. Goldberger also resigned as a member of the Company’s Board effective March 17, 2026. Pursuant to and subject to the terms and conditions of Mr. Goldberger’s separation agreement effective as of March 17, 2026 \(the “Goldberger Separation Agreement”\), 62,937of Mr. Goldberger’s outstanding restricted stock units were modified to either vest on April 1, 2026 or vest during a twelve-month consulting period following April 1, 2026, which would otherwise have been forfeited. The service period required for vesting during the consulting period is considered substantially less than the service period prior to retirement. As a result, the Company recorded incremental stock compensation expense of $ 0.5million due to the acceleration in vesting.

Note 14. Segment Reporting

The Company views its operations and manages its business as oneoperating segment: Bioelectronic Innovations. Our CODMs are our Co-Chief Executive Officer, President and Chief Financial Officer and Co-Chief Executive Officer, President and Chief Operating Officer. The CODMs use loss from operations, as reported on our Consolidated Statements of Operations, including the breakdown of expenses presented below, in evaluating the performance of the Bioelectronic Innovations segment and in determining how to allocate resources to the Company as a whole. The CODMs do not review assets in evaluating the results of the Bioelectronic Innovations segment, and therefore, such information is not presented below.

The following table provides the GAAP operating financial results of the Bioelectronic Innovations segment:

Schedule of Operating Financial Segment

|                              |     |   |                             2026 
 Three Months Ended September 30, 
                             2026 |   |     |   |   2025 
   2025 |   |     |   |                            2026 
 Nine Months Ended September 30, 
                            2026 |   |     |   |    2025 
    2025 |   |
|:-----------------------------|:----|:--|---------------------------------:|:--|:----|:--|-------:|:--|:----|:--|--------------------------------:|:--|:----|:--|--------:|:--|
| Net sales \*                  |     | $ |                            9,690 |   |     | $ |  8,689 |   |     | $ |                          28,724 |   |     | $ |  22,789 |   |
| Cost of goods sold           |     |   |                            1,117 |   |     |   |  1,219 |   |     |   |                           3,610 |   |     |   |   3,171 |   |
| Gross profit                 |     |   |                            8,573 |   |     |   |  7,470 |   |     |   |                          25,114 |   |     |   |  19,618 |   |
| Operating expenses           |     |   |                                  |   |     |   |        |   |     |   |                                 |   |     |   |         |   |
| Research and development     |     |   |                              431 |   |     |   |    662 |   |     |   |                           1,989 |   |     |   |   1,815 |   |
| Variable sales and marketing |     |   |                            3,215 |   |     |   |  3,244 |   |     |   |                          10,522 |   |     |   |   8,018 |   |
| Fixed sales and marketing    |     |   |                            2,556 |   |     |   |  2,282 |   |     |   |                           7,899 |   |     |   |   6,945 |   |
| General and administrative   |     |   |                            3,927 |   |     |   |  4,166 |   |     |   |                          14,348 |   |     |   |  13,052 |   |
| Total operating expenses     |     |   |                           10,129 |   |     |   | 10,354 |   |     |   |                          34,758 |   |     |   |  29,830 |   |
| Loss from operations         |     | $ |                           \(1,556 | \) |     | $ | \(2,884 | \) |     | $ |                          \(9,644 | \) |     | $ | \(10,212 | \) |

| \* |     | See Note 4 Revenue                               
 for geographical and disaggregation information. |

Note 15. Commitments and Contingencies

The Company may be a party to various legal proceedings and claims arising out of the ordinary course of its business. Although the final results of all such matters and claims cannot be predicted with certainty, the Company currently believes that there are no current proceedings or claims pending against it the ultimate resolution of which would have a material adverse effect on its financial condition or results of operations. However, should the Company fail to prevail in any legal matter, including the Pulsetto litigation referenced below, or should several legal matters be resolved against the Company in the same reporting period, such matters could have a material adverse effect on the Company’s operating results and cash flows for that particular period. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, “Contingencies.” Legal costs are expensed as incurred.

| 19 |

Legal Proceedings

UAB Pulsetto v. electroCore, Inc.

On June 11, 2025, UAB Pulsetto \(“Pulsetto”\) filed a declaratory judgment action against the Company in the United States District Court for the District of New Jersey, captioned UAB Pulsetto v. electroCore, Inc., Civ. No. 25-10036 \(D.N.J.\),asserting that its non-invasive vagus nerve stimulation product does not infringe the Company’s U.S. Patent No. 11,446,491 \(the “491 Patent”\).

On July 16, 2025, the Company filed a responsive pleading, answering the complaint and asserting counterclaims, that Pulsetto’s non-invasive vagus nerve stimulation product infringes the 491 Patent, as well as the Company’s U.S. Patent Nos. 8,948,873, 9,339,653, 10,874,857, 8,843,210, 9,242,092, 11,623,078, and 10,441,780, as well as claims that Pulsetto’s commercial conduct has infringed and continues to infringe the Company’s Truvaga® and gammaCore® trademarks, and committed acts of false advertising and unfair competition in violation of state and federal law. On September 5, 2025, Pulsetto requested leave to file a motion to dismiss the Company’s counterclaims for lack of jurisdiction and/or insufficient pleadings. The Company has opposed that request, which has not yet been considered by the trial judge. On September 9, 2025, the court approved a schedule for discovery, and certain proceedings, filings, submissions, motions, reports and conferences. The parties have exchanged initial requests for the production of documents relevant to the dispute and have proceeded with exchanging their respective infringement and invalidity contentions, as the case may be. Pulsetto has also moved to compel the Company to provide certain discovery information related to potential infringement damages, and the Company has opposed that motion, which has not yet been considered by the trial judge. The parties are still in the early stages of discovery. The parties held an in-person settlement conference with a Magistrate Judge on March 4, 2026. The parties were ordered to engage in private mediation, all proceedings in the lawsuit were stayed until June 5, 2026, and the two pending motions before the trial judge have been dismissed without prejudice \(subject to being refiled at a later time\), while the parties proceed with court ordered private mediation. The mediation was adjourned and rescheduled for September 10, 2026.

The parties participated in mediation on September 10, 2026, but were unable to resolve the dispute. On October 7, 2026, the Court lifted the stay and scheduled a status conference for November 2, 2026. At the conference, the Magistrate Judge discussed the Company’s proposed motion for preliminary injunction with the parties and set a November 12, 2026 deadline for the Company to submit a letter pursuant to the District Judge’s rules seeking permission to file the motion. Pulsetto’s motion to dismiss and appeal of the Magistrate Judge’s decision regarding the Company’s initial disclosures were re-filed after the stay was lifted. The Magistrate Judge denied Pulsetto’s request to stay discovery until the motion to dismiss is decided. Both motions are fully briefed and awaiting a decision from the District Judge. The Magistrate Judge directed the parties to submit a revised version of the parties’ proposed scheduling order.

The Company believes that Pulsetto’s claim is without merit and intends to defend vigorously against it and to pursue vigorously the Company’s patent and non-patent counterclaims against Pulsetto. The Company expenses associated legal fees in the period they are incurred, and in light of, among other things, the preliminary stage of the litigation, the Company is unable to determine the reasonable probability of loss or a range of potential loss or gain or a range of potential gain. Accordingly, the Company has not established an accrual for potential losses or gains, if any, that could result from any unfavorable or favorable outcome, and there can be no assurance that these litigation matters will not result in substantial litigation costs and/or judgments or settlements that could adversely affect the Company’s financial condition.

Former CEO Retirement

Pursuant to and subject to the terms and conditions of the Goldberger Separation Agreement, and in accordance with our Executive Severance Policy, he will receive a cash severance payment of $ 1,200,018, payable in substantially equal installments over the 12-month period commencing on the Company’s first regular payroll date following the Separation Date. The Company recorded a liability for the severance amount upon the execution of the Goldberger Separation Agreement.

Purchase Commitments

The Company enters into contracts in the normal course of business with contract research organizations for its clinical trials, contract manufacturing organizations for the manufacture and supply of its clinical and commercial product needs and other vendors for other research and development and commercial activities, as well as services and products for operating purposes. The Company’s agreements generally provide for termination with notice. Such agreements that are cancelable contracts are not included as purchase commitments. The Company has included as purchase obligations its commitments under agreements to the extent they are quantifiable and are not cancelable. The Company has no material purchase obligations as of September 30, 2026.

CVR Agreement

In conjunction with the NURO acquisition on May 1, 2025, the Company entered into a contingent value rights agreement \(the “CVR Agreement”\) with the former shareholders of NURO which, among other things, entitles the former shareholders to \(1\) an amount equal to $ 125,000less any funds used by the Company as of July 1, 2025 out of a reserve of $ 250,000for payment of potential expenses of the Company that were reserved against NURO’s net cash balance; \(2\) the balance of the funds remaining in the reserve as of May 1, 2027; and \(3\) earnout payments after the first and second anniversaries of the acquisition based on the Company’s sale of Quell products. In August 2026 and October 2025, the Company distributed approximately $ 277,000and $ 243,000, respectively, under the CVR Agreement. As of September 30, 2026 and December 31, 2025, the Company has recorded a liability of $ 304,000and $ 604,000, respectively, for expected payments under the CVR Agreement.

Note 16. Related Party Transactions

In 2023, an executive of the Company co-founded the Vagus Nerve Society, an academic society dedicated to the ongoing education and training of scientists and clinicians and the power of the vagus nerve and its application in a broad spectrum of health-related conditions. During the three and nine months ended September 30, 2026, the Company incurred aggregate expenses of $ 50,000and $ 200,000, respectively, for unrestricted and directed educational grants to the Vagus Nerve Society.

| 20 |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report, including those set forth under Item 1A. “Risk Factors” and under “Forward-Looking Statements” in this Quarterly Report.

Overview

electroCore is a bioelectronic technology company whose mission is to improve health and quality of life through innovative, non-invasive, bioelectronic technologies. Our two leading commercial products are gammaCore non-invasive vagus nerve stimulation, or nVNS, and Quell Fibromyalgia, or Quell. We also sell our Truvaga and TAC-STIM products, which are handheld, personal-use consumer products, developed to promote general wellness and human performance.

We believe that our proprietary nVNS technology, which works through a variety of mechanistic pathways including the modulation of neurotransmitters, and Quell for chronic pain are designed to address many of the limitations of traditional non-invasive approaches.

Our business generates revenues from the sale of prescription medical devices and non-prescription wellness products in the United States and select overseas markets. We have two principal product categories:

| ● | Personal                                                                                                                                   
 use prescription medical devices for the management and treatment of certain medical conditions such as primary headache and fibromyalgia; 
 and                                                                                                                                        |
| ● | Personal                                                                                                                                   
 use consumer products that promote general wellness and human performance.                                                                 |

Our goal is to be a leader in non-invasive bioelectronic technologies delivering better health. To achieve this, we offer multiple propositions:

| ● | Prescription                                                                                                                              
 medical devices for the treatment of certain FDA cleared medical conditions such as gammaCore for primary headache and Quell Fibromyalgia 
 for fibromyalgia;                                                                                                                         |
| ● | Non-prescription                                                                                                                          
 Truvaga for the support of general health and wellbeing; and                                                                              |
| ● | Non-prescription                                                                                                                          
 TAC-STIM for human performance.                                                                                                           |

Additionally, we may choose to relaunch our FDA cleared Quell Over-the-Counter \(“Quell OTC”\) product for lower extremity pain in the direct-to-consumer business channel in the future.

Our two largest end customers by revenue are the United States Department of Veterans Affairs, or VA, and the United Kingdom National Health Service, or NHS, both utilizing prescription products under qualifying agreements.

Historically, we have earned a significant amount of our revenue in the United States from the VA pursuant to our qualifying contract under the Federal Supply Schedule, or FSS, and open market sales to individual VA facilities. In August 2023, we signed a non-exclusive distribution agreement with Lovell Government Services, or Lovell, providing Lovell the right to list and distribute certain gammaCore devices, and more recently Quell Fibromyalgia devices, into the federal market. Lovell is a Service-Disabled Veteran-Owned Small Business \(SDVOSB\) offering medical and pharmaceutical goods and services to federal healthcare providers through its qualifying FSS, GSA Advantage \(GSA\), the VA Distribution and Pricing Agreement \(DAPA\), and Defense Logistics Agency’s ECAT system procurement portals through the Lovell contract vehicles \(ECAT\). Listing products with Lovell is intended to streamline the sales process to a variety of government procurement channels through Lovell’s compliance with contracting regulations and its provision of logistical solutions connected directly into government contracting portals, all of which are intended to help government agencies meet their SDVOSB procurement goals.

We have gradually shifted our direct sales to the VA from our FSS contract to sales through the distribution agreement with Lovell, and beginning in August 2026, we implemented a change to transition all prescription product sales to the VA and Department of Defense through the Lovell distribution agreement. Lovell comprised 62.6% and 51.6% of our net sales during the three and nine months ended September 30, 2026, respectively. Our FSS contract remains in effect expiring on June 14, 2030.

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Demand for prescription devices in the U.S. is driven by clinical data and our increased presence in the field. Our sales efforts are primarily in the government channel broadly, and specifically to our largest end-customer, the VA, through our relationship with Lovell and its qualifying FSS, GSA, DAPA, and ECAT contracts. Our sales force is comprised of an internal sales team and outside commission only sales agents and sub reps. In addition, we have a small team of dedicated resources seeking to accelerate adoption in managed care systems. Sales to the NHS in the United Kingdom made under the U.K. MedTech Funding Mandate, or MTFM, for cluster headache \(CH\) comprised 4.2% and 4.0% of our revenue during the three and nine months ended September 30, 2026, respectively. We plan on continuing to use this program during the remainder of 2026, and potentially in years to come.

Demand for prescription devices outside the U.S. is driven by similar factors, including the strength of our clinical and health economic data. Our sales efforts are primarily focused on headache specialists, and specifically, for cluster headache patients.

We sell our general wellness products direct-to-consumer through our ecommerce site, www.truvaga.com, and through select Truvaga retail and marketplace partners, including Best Buy and Rehabmart. We also partner with organizations such as Ben Greenfield Life, Perks at Work, True Medicine and a growing number of affiliates and influencers who promote Truvaga and support awareness and customer acquisition through promotional partnerships.

We sell the TAC-STIM handset for human performance as a COtS solution to active-duty military and professional organizations. We are exploring strategies to make our TAC-STIM product available to other branches of the active-duty military, first responders, elite athletes and certain human performance professionals in the United States and abroad.

Truvaga and TAC-STIM are intended for general wellness in compliance with the FDA guidance document entitled “General Wellness: Policy for Low-Risk Devices; Guidance for Industry and FDA Staff, issued on September 27, 2019” and updated in January 2026. Truvaga and TAC-STIM handsets are not intended to diagnose, treat, cure, or prevent any disease or medical condition.

Quell OTC is a wearable neuromodulation technology FDA cleared for Over the Counter \(OTC\) sales direct-to-consumer for chronic lower extremity pain. Quell OTC is no longer commercially available; however, replacement electrodes continue to be sold to existing Quell OTC customers. Although we may choose to relaunch the Quell OTC product in the direct-to-consumer business channel in the future, there can be no assurance that we will do so successfully, or at all.

We face a variety of challenges and risks that we will need to address and manage as we pursue our strategies, including our ability to develop and retain an effective sales force, achieve market acceptance of our medical devices among clinicians, patients, and third-party payers, protect and enforce our intellectual property rights, expand the use of our bioelectronic technology for additional therapeutic indications, and to develop our nascent wellness and human performance business including the continued commercialization of Truvaga Plus, our app-enabled device under the Truvaga brand, and the possible relaunch of our direct-to-consumer Quell OTC.

As we seek to execute on our strategic plans, we are also managing an executive leadership transition following recent changes to our senior management. We believe the transition provides an opportunity to strengthen operational execution, bring additional experience and perspectives to our commercial and product strategies, and enhance organizational focus as we pursue our near- and long-term objectives. However, leadership transitions can introduce operational and strategic challenges, and new leadership may implement shifts in priorities, management style, or organizational structure. These changes could result in temporary inefficiencies, delays in decision-making, longer than anticipated timeframe for expected improvements in sales growth, or periods of misalignment across departments as roles and processes evolve. In addition, uncertainty during a transition may affect employee morale and retention, including among key personnel, and there is a risk that institutional knowledge is lost during the leadership change, which could impact our ability to manage ongoing projects, maintain customer relationships, and achieve our strategic objectives. We intend to remain focused on continuity of execution and disciplined prioritization as we navigate this transition, while continuing to evaluate the opportunities and challenges that may affect our business, results of operations, and financial condition.

Because of the numerous risks and uncertainties associated with our commercialization efforts, as well as research and product development activities, there may be uncertainty regarding our ability to achieve or maintain profitability. If we fail to become profitable or are unable to sustain profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

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Our expected cash requirements for the next 12 months and beyond are based on the commercial success of our products. There are significant risks and uncertainties as to our ability to achieve these operating results. Due to these risks and uncertainties, we may need to reduce our activities significantly more than our current operating plan and cash flow projections assume in order to fund operations for the next 12 months. There can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. See also “Liquidity Outlook.”

Capital Activities

On July 24, 2025, our Form S-3 registration statement \(File No. 333-284477\), or the 2025 Shelf Registration Statement, was declared effective by the SEC. The 2025 Shelf Registration Statement relates to the potential offering and issuance from time to time of common stock, preferred stock, warrants, rights, debt securities and units, up to an aggregate amount of $100.0 million. The proposed maximum offering price per unit and the proposed maximum aggregate offering price per class of security in any future offering under the 2025 Shelf Registration Statement will be determined from time to time by us in connection with the issuance by us of the securities registered under the 2025 Shelf Registration Statement. As of September 30, 2026, we have $95.9 million remaining for potential issuance under the 2025 Shelf Registration Statement \(including $15.7 million under the Sales Agreement \(as defined below\)\). If we raise additional funds by issuing equity or debt securities, either through the sale of securities pursuant to a registration statement or by other means, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders.

On August 4, 2025 \(the “LSA Closing Date”\), we, and our wholly owned subsidiary, NURO, each as borrowers, entered into a Loan and Security Agreement \(the “Loan and Security Agreement”\), with Avenue Venture Opportunities Fund II, L.P. \(“Avenue”\), as administrative agent and collateral agent, and as lender, that is secured by a lien on substantially all of our assets, including a negative pledge on intellectual property, subject to limited exceptions, pursuant to the Loan and Security Agreement. The Loan and Security Agreement provides for term loans in an aggregate principal amount of up to $12.0 million \(the “Loan Amount”\) to be delivered in two tranches \(the “Term Loans”\). The tranches consist of \(i\) a term loan advanced to the Company on the LSA Closing Date in an aggregate principal amount of $7.5 million \(“Tranche 1”\), and \(ii\) subject to the achievement of certain performance milestones set forth in the Loan and Security Agreement, a right of the Company to request that Avenue make additional term loan advances to the Company in an aggregate principal amount of up to $4.5 million \(“Tranche 2”\), which right expired on December 31, 2025.

On November 29, 2024, we entered into the Sales Agreement with 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 million \(the “ATM Shares”\) 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 ATM Shares pursuant to the Sales Agreement. The ATM Shares were registered under the Company’s previously filed and effective Registration Statement on Form S-3 \(File No. 333-262223\) \(the “2022 Shelf Registration Statement”\), which was initially filed with the Securities and Exchange Commission \(the “SEC”\) on January 18, 2022 and declared effective on January 25, 2022. As of the date hereof, the 2022 Shelf Registration Statement has expired, and any sales of ATM Shares will be made pursuant to the 2025 Shelf Registration Statement. The Company intends to use the net proceeds from any offering pursuant to the Sales Agreement to continue to fund sales and marketing, working capital and for other general corporate purposes.

During the three months ended September 30, 2026, the Company sold 10,745 shares of its common stock at a weighted average price of $8.35 per share, for approximately $82,000 in net proceeds after issuance costs, pursuant to the Sales Agreement, which sales were previously disclosed in Note 3 to our condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. For the nine months ended September 30, 2026, the Company sold 505,346 shares of its common stock at a weighted average price of $8.17 per share, for approximately $4.0 million in net proceeds after $0.3 million of issuance costs, pursuant to the Sales Agreement.

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As of September 30, 2026, the Company had approximately $15.7 million of ATM Shares remaining available for issuance under the Sales Agreement. Additionally, the Company received net proceeds of approximately $0.2 million from the exercise of options during the three months ended September 30, 2026, and approximately $1.3 million from the exercise of warrants and options during the nine months ended September 30, 2026.

FDA Updates

On May 5, 2026, FDA personnel visited our facility in Rockaway, New Jersey, to inspect matters relating to our wholly-owned subsidiary, NURO, through which we acquired the Quell product line in May 2025.

On May 27, 2026, the FDA concluded its inspection and issued the Company a FDA Form 483 letter, citing four observations and two discussion points regarding the Company’s processes for addressing and documenting patient complaints. On June 15, 2026, the Company submitted a written response letter to the FDA describing four corrective action records initiated to address the observations and one discussion point, as well as one preventative action initiated to address the other discussion point. On October 27, 2026, the FDA responded to our letter. It stated that no written response is required and limited its comments to one observation, relating to NURO’s medical device reporting procedures, which we are addressing through our corrective action plan. The FDA will verify our corrective actions at its next inspection.

In October 2026, following a meeting with the FDA at which the FDA recommended that the Company submit a 510\(k\) premarket notification rather than the De Novo classification request the FDA had previously recommended, the Company submitted a 510\(k\) premarket notification to the FDA seeking clearance of Quell for the treatment of chronic chemotherapy-induced peripheral neuropathy \(“CIPN”\). In January 2022, prior to the Company’s acquisition of NURO, the FDA granted Breakthrough Device Designation to Quell for the reduction of moderate to severe symptoms of CIPN that have persisted for at least six months after the completion of chemotherapy. Breakthrough Device Designation is intended to provide for more interactive communication with the FDA during development and review, but it does not change the standard for 510\(k\) clearance and does not assure that the submission will be cleared. The FDA may request additional information during its review, which could delay or prevent clearance. If cleared by the FDA, Quell could be marketed for the treatment of CIPN; however, there can be no assurance that the FDA will clear the submission on a timely basis or at all.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: \(1\) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and \(2\) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Although there are items within our financial statements that require management to make accounting estimates, we do not believe them to be critical, as defined above.

Results of Operations

Comparison of the three months ended September 30, 2026 and September 30, 2025

The following table summarizes our results of operations for the three months ended September 30, 2026 and 2025, with the changes in those items in dollars:

| \(in thousands\)                      |     |   | For the three months ended 
              September 30, 
                       2026 |   |     |   |   2025 |   |     |   | Change |   |
|:------------------------------------|:----|:--|---------------------------:|:--|:----|:--|-------:|:--|:----|:--|-------:|:--|
| Net sales                           |     | $ |                      9,690 |   |     | $ |  8,689 |   |     | $ |  1,001 |   |
| Cost of goods sold                  |     |   |                      1,117 |   |     |   |  1,219 |   |     |   |   \(102 | \) |
| Gross profit                        |     |   |                      8,573 |   |     |   |  7,470 |   |     |   |  1,103 |   |
| Gross margin                        |     |   |                       88.5 | % |     |   |   86.0 | % |     |   |        |   |
| Operating expenses:                 |     |   |                            |   |     |   |        |   |     |   |        |   |
| Research and development            |     |   |                        431 |   |     |   |    662 |   |     |   |   \(231 | \) |
| Selling, general and administrative |     |   |                      9,698 |   |     |   |  9,692 |   |     |   |      6 |   |
| Total operating expenses            |     |   |                     10,129 |   |     |   | 10,354 |   |     |   |   \(225 | \) |
| Loss from operations                |     |   |                     \(1,556 | \) |     |   | \(2,884 | \) |     |   |  1,328 |   |
| Other \(income\) expense:             |     |   |                            |   |     |   |        |   |     |   |        |   |
| Interest and other income           |     |   |                       \(465 | \) |     |   |    \(62 | \) |     |   |   \(403 | \) |
| Interest expense                    |     |   |                        370 |   |     |   |    208 |   |     |   |    162 |   |
| Other \(income\) expense              |     |   |                          4 |   |     |   |    375 |   |     |   |   \(371 | \) |
| Total other \(income\) expense        |     |   |                        \(91 | \) |     |   |    521 |   |     |   |   \(612 | \) |
| Loss before income taxes            |     |   |                     \(1,465 | \) |     |   | \(3,405 | \) |     |   |  1,940 |   |
| Benefit from income taxes           |     |   |                        126 |   |     |   |      - |   |     |   |    126 |   |
| Net loss                            |     | $ |                     \(1,339 | \) |     | $ | \(3,405 | \) |     | $ |  2,066 |   |

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Net Sales

Net sales for the three months ended September 30, 2026 increased 12% to $9.7 million as compared to the three months ended September 30, 2025. The increase of $1.0 million is primarily due to an increase in net sales of Quell Fibromyalgia products and prescription \(Rx\) gammaCore, which are sold to the VA through our United States – Rx channel. We expect that the majority of 2026 fiscal year revenue will continue to come from sales of our Rx products to the VA.

Net sales by channel for the three months ended September 30, 2026 and 2025 are presented in Note 4, “Revenue,” to the condensed consolidated financial statements included in this Quarterly Report.

Gross Profit

Gross profit increased by $1.1 million to $8.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase in gross profit is primarily attributable to the increased net sales. Gross margin increased to 88.5% for the three months ended September 30, 2026, compared to 86.0% for the three months ended September 30, 2025. The increase in gross margin was primarily due to a favorable product mix.

Research and Development

Research and development expense of $0.4 million for the three months ended September 30, 2026, decreased by $0.2 million compared to the prior year. This decrease was primarily due to timing of open positions, professional fees and development costs.

Selling, General and Administrative

Selling, general and administrative expense was $9.7 million for the three months ended September 30, 2026 which increased by $6,000 compared to the previous year. Sales and marketing increased $0.25 million from the prior year. The increase in sales and marketing was primarily driven by expenses that supported the $1.0 million increase in sales. General and administrative expense decreased $0.2 million from the prior year. The decrease was primarily due to a reduction in professional fees in the three months ended September 30, 2026.

Other \(Income\) Expense

Other income was $0.1 million for the three months ended September 30, 2026 compared to other expense of $0.5 million for the three months ended September 30, 2025. Other income for the three months ended September 30, 2026 included a gain of approximately $0.4 million related to the settlement of claims for indemnification. See “Note 10. Shareholders’ Equity – Settlement of Claims for Indemnification”for additional information regarding the settlement. Other expense for the three months ended September 30, 2025 included approximately $0.4 million of non-recurring acquisition expenses.

Benefit from Income Taxes

During the three months ended September 30, 2026, benefit from income taxes consisted of a favorable adjustment of $126,000 to our U.K. tax provision following a change in our transfer pricing policy.

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Comparison of the nine months ended September 30, 2026 and September 30, 2025

The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025 with the changes in those items in dollars:

| \(in thousands\)                      |     |   | For the nine months ended September 30, 
                                    2026 |   |     |   |    2025 |   |     |   | Change |   |
|:------------------------------------|:----|:--|----------------------------------------:|:--|:----|:--|--------:|:--|:----|:--|-------:|:--|
| Net sales                           |     | $ |                                  28,724 |   |     | $ |  22,789 |   |     | $ |  5,935 |   |
| Cost of goods sold                  |     |   |                                   3,610 |   |     |   |   3,171 |   |     |   |    439 |   |
| Gross profit                        |     |   |                                  25,114 |   |     |   |  19,618 |   |     |   |  5,496 |   |
| Gross margin                        |     |   |                                    87.4 | % |     |   |    86.1 | % |     |   |        |   |
| Operating expenses:                 |     |   |                                         |   |     |   |         |   |     |   |        |   |
| Research and development            |     |   |                                   1,989 |   |     |   |   1,815 |   |     |   |    174 |   |
| Selling, general and administrative |     |   |                                  32,769 |   |     |   |  28,015 |   |     |   |  4,754 |   |
| Total operating expenses            |     |   |                                  34,758 |   |     |   |  29,830 |   |     |   |  4,928 |   |
| Loss from operations                |     |   |                                  \(9,644 | \) |     |   | \(10,212 | \) |     |   |    568 |   |
| Other \(income\) expense:             |     |   |                                         |   |     |   |         |   |     |   |        |   |
| Interest and other income           |     |   |                                    \(557 | \) |     |   |    \(213 | \) |     |   |   \(344 | \) |
| Interest expense                    |     |   |                                   1,009 |   |     |   |     218 |   |     |   |    791 |   |
| Other expense                       |     |   |                                      20 |   |     |   |     762 |   |     |   |   \(742 | \) |
| Total other expense                 |     |   |                                     472 |   |     |   |     767 |   |     |   |   \(295 | \) |
| Loss before income taxes            |     |   |                                 \(10,116 | \) |     |   | \(10,979 | \) |     |   |    863 |   |
| Benefit from income taxes           |     |   |                                     447 |   |     |   |      48 |   |     |   |    399 |   |
| Net loss                            |     | $ |                                  \(9,669 | \) |     | $ | \(10,931 | \) |     | $ |  1,262 |   |

Net Sales

Net sales for the nine months ended September 30, 2026 increased 26% to $28.7 million as compared to the nine months ended September 30, 2025. The increase of $5.9 million is primarily due to an increase in net sales of Rx gammaCore to the VA and, sales of Quell Fibromyalgia products, which were acquired from NURO in May 2025. We expect that the majority of 2026 fiscal year revenue will continue to come from sales of our Rx products to the VA.

Net sales by channel for the nine months ended September 30, 2026 and 2025 are presented in Note 4, “Revenue,” to the condensed consolidated financial statements included in this Quarterly Report.

Gross Profit

Gross profit increased by $5.5 million to $25.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase in gross profit is primarily attributable to the increased net sales. Gross margin increased to 87.4% for the nine months ended September 30, 2026 compared to 86.1% for the nine months ended September 30, 2025. The increase in gross margin was primarily due to a favorable product mix.

Research and Development

Research and development expense of $2.0 million for the nine months ended September 30, 2026, increased by $0.2 million compared to the prior year. This increase was primarily due to increased studies and grants, higher stock-based compensation and costs to develop enhancements to our Truvaga mobile application.

Selling, General and Administrative

Selling, general and administrative expense was $32.8 million for the nine months ended September 30, 2026 which increased by $4.8 million compared to the previous year. Sales and marketing increased $3.5 million from the prior year. The increase in sales and marketing was primarily driven by $2.5 million of variable selling expenses, which contributed to a $5.9 million increase in sales. General and administrative expense increased $1.3 million from the prior year. This increase was primarily driven by $1.2 million of severance and $0.5 million of stock compensation expense associated with the former CEO’s retirement, $0.3 million in legal fees associated with the senior management changes, and $0.5 million in legal fees associated with ongoing litigation, partially offset by $0.5 million bad debt expense recorded in the nine months ended September 30, 2025 \(associated with a TAC-STIM receivable\) that did not recur.

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Other \(Income\) Expense

Other expense was $0.5 million for the nine months ended September 30, 2026, a decrease of $0.3 million as compared to the nine months ended September 30, 2025. Other expense for the nine months ended September 30, 2026 was partially offset by a gain of approximately $0.4 million related to the settlement of claims for indemnification. See “Note 10. Shareholders’ Equity – Settlement of Claims for Indemnification”for additional information regarding the settlement. Other expense for the nine months ended September 30, 2025 of approximately $0.7 million consisted primarily of non-recurring acquisition expenses.

Benefit from Income Taxes

The Company may be eligible, from time to time, to receive cash from the sale of our net operating losses under New Jersey’s Department of the Treasury - Division of Taxation NOL Transfer Program. During the nine months ended September 30, 2026 and 2025, benefit from income taxes primarily includes net cash payments of $321,000 and $48,000 received from the sale of our New Jersey state net operating losses, respectively. During the nine months ended September 30, 2026, benefit from income taxes also included a favorable adjustment of $126,000 to our U.K. tax provision following a change in our transfer pricing policy.

Liquidity and Capital Resources

At September 30, 2026, our cash, cash equivalents, and marketable securities was $7.5 million compared to $11.6 million at December 31, 2025.

| \(in thousands\)                 
 Net cash \(used in\) provided by |     |   | For the nine months ended September 30, 
                                    2026 |   |     |   |   2025 |   |
|:-------------------------------|:----|:--|----------------------------------------:|:--|:----|:--|-------:|:--|
| Operating activities           |     | $ |                                  \(9,355 | \) |     | $ | \(6,647 | \) |
| Investing activities           |     | $ |                                   3,375 |   |     | $ |  3,359 |   |
| Financing activities           |     | $ |                                   5,262 |   |     | $ |  7,667 |   |

Operating Activities

Net cash used in operating activities was $9.4 million and $6.6 million for the nine months ended September 30, 2026 and 2025, respectively. The increase of $2.8 million in operating cash used is primarily due to investments in higher inventory levels and the timing in payment of operating expenses.

Investing Activities

Net cash provided by investing activities was $3.4 million and $3.4 million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026 and September 30, 2025, cash used in investing activities was related to the proceeds from the sale of marketable securities.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2026 was $5.3 million which was attributable to $4.0 million of net proceeds from the sale of ATM Shares pursuant to the Sales Agreement and the exercise of warrants and options in the amount of $0.3 million and $1.0 million, respectively. During the nine months ended September 30, 2025, net cash provided by financing activities was $7.7 million primarily attributable to net proceeds from the convertible debt financing with Avenue.

Liquidity Outlook

We have experienced significant net losses, and we expect to continue to incur net losses for the near future as we work to increase market acceptance of our products. We have never been profitable and we have incurred net losses and negative cash used in operations in each year since our inception. We incurred net losses of $9.7 million and $10.9 million, and used cash in our operations of $9.4 million and $6.6 million for the nine months ended September 30, 2026 and 2025, respectively.

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The Company has historically funded its operations with the proceeds of equity and debt financings. As of September 30, 2026, the Company’s cash, cash equivalents and marketable securities totaled $7.5 million.

Following the extension of the interest only period described in Note 9, principal repayments under the Loan and Security Agreement begin in September 2027 and are scheduled for $1.25 million in 2027, $3.75 million in 2028 and $2.92 million in 2029 \(inclusive of a final payment fee of 3.5% of the Loan Amount\). See Note 9, “Long-Term Debt” in the condensed consolidated financial statements for additional details of our current and long-term debt.

During the remainder of 2026, we intend to continue to make targeted investments in sales, marketing, and research and development to continue driving commercial activities. We have historically funded our operations from the sale of our common stock and debt financing and may continue to do so through utilization of the at-the-market facility pursuant to the Sales Agreement, or other equity or debt transactions.

Notwithstanding the expected cash flow from operations and expected access to capital from existing and/or future debt and equity sources, the Company’s currently forecasted cash is less than the requirements to fund its operating expenses, future investments and capital expenditure requirements, as currently planned, for at least the next 12 months from the date the accompanying condensed consolidated financial statements are issued. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. There remain significant risks and uncertainties regarding the Company’s business, financial condition and results of operations. Due to these risks and uncertainties, there can be no assurance that we will have sufficient cash flow and liquidity to fund our planned activities, which could force us to significantly reduce or curtail our activities and, ultimately, potentially cease operations. The accompanying condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

See also “Capital Activities.”

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Impact of Recently Issued Accounting Standards

In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Condensed Consolidated Financial Statements. See Note 2 “Basis of Presentation” of the notes to our condensed consolidated financial statements in this Quarterly Report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We develop our products in the United States and sell those products into several countries. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Most of our sales in Europe are denominated in British Pound Sterling and our license agreement with Teijin is denominated in Japanese Yen. As our sales in currencies other than the U.S. dollar increase, our exposure to foreign currency fluctuations may increase. In addition, changes in exchange rates also may affect the end-user prices of our products compared to those of our foreign competitors, who may be selling their products based on local currency pricing. These factors may make our products less competitive in some countries.

If the U.S. dollar uniformly increased or decreased in strength by 15% relative to the foreign currencies in which our sales were denominated, our net income would have correspondingly increased or decreased by an immaterial amount for the three and nine months ended September 30, 2026.

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Our exposure to market interest rate risk is confined to our cash and cash equivalents and marketable securities. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we may maintain a portfolio of cash equivalents and investments in a variety of securities of high credit quality. The securities in our investment portfolio, if any, are not leveraged, are classified as available for sale and are, due to their very short-term nature, subject to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our cash equivalents, we do not believe that an increase in market rates would have any material negative impact on interest income recognized in our statement of operations. We have no investments denominated in foreign currencies and therefore our investments are not subject to foreign currency exchange risk. We contract with investigational sites, suppliers and other vendors in Europe and internationally. In addition, our license agreement requires payments to us to be denominated in Japanese Yen. We are subject to fluctuations in foreign currency rates in connection with these agreements. We do not hedge our foreign currency exchange rate risk.

All of the potential changes noted above are based on sensitivity analyses performed on our financial position as of September 30, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our Co-Chief Executive Officer, President, and Chief Financial Officer and our Co-Chief Executive Officer, President, and Chief Operating Officer, as appropriate, to allow timely decision making regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rule 13a-15\(b\) of the Exchange Act, an evaluation as of September 30, 2026 was conducted under the supervision and with the participation of our management, including our Co-Chief Executive Officers and Presidents and Chief Financial Officer and Chief Operating Officer, of the effectiveness of our disclosure controls and procedures \(as defined in Rule 13a-15\(e\) under the Exchange Act\). Based on this evaluation, the Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting as such term is defined in Rules 13a-15\(f\) and 15d-15\(f\) under the Exchange Act, that occurred during the quarter ended September 30, 2026 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

| 29 |

PART II— OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information set forth in “Note 15. Commitments and Contingencies” of the condensed consolidated financial statements included in this Quarterly Report is incorporated here by reference to this Part II Item 1. For additional information regarding the risks associated with the regulation of our FDA-cleared medical devices, please refer to “Risks Related to Regulation of our Industry” in Item 1A of our Annual Report.

Item 1A.

RISK FACTORS

You should carefully consider the risk factors included in Item 1A. of the Annual Report, the risk factors included in any quarterly report filed subsequent to the Annual Report, and the other information in this Quarterly Report, including the section of this Quarterly Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, our financial statements and related notes. If any of the events described in the Annual Report, in any quarterly report filed subsequent to the Annual Report, and the risks described elsewhere in this Quarterly Report occur, our business, operating results and financial condition could be seriously harmed. This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described in the Annual Report, in any quarterly report filed subsequent to the Annual Report, and elsewhere in this Quarterly Report.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As previously disclosed, following the Company’s initial public offering, or IPO, in 2018, certain securities class action lawsuits were filed against the Company and other defendants, alleging violations of federal securities laws, which were ultimately dismissed. On August 31, 2026, the Company entered into an agreement to settle certain claims for indemnification related to defending against those lawsuits, pursuant to which the Company issued and delivered 77,004 shares \(the “Settlement Shares”\) of our common stock equal to $750,000, based on the five-day trailing volume weighted average sales price of the common stock on the Nasdaq Capital Market.

The issuance of the Settlement Shares was made in reliance on the exemption from registration contained in Section 4\(a\)\(2\) of the Securities Act of 1933, as amended \(the “Securities Act”\), because the offer and sale of such securities does not involve a “public offering” within the meaning of Section 4\(a\)\(2\) of the Securities Act.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

| \(a\) |

Resignation of Director

On November 3, 2026, Patricia Wilber resigned as a member of the Company’s Board, and as a member of the Audit Committee and the Nominating and Governance Committee, effective November 16, 2026. In connection with Ms. Wilber’s resignation, the size of the Board was decreased by resolution of the Board from eight to seven members, effective on the effective date of Ms. Wilber’s resignation. Ms. Wilber has confirmed that her resignation was not the result of any disagreement with the Company, the Board, or management regarding any matter relating to the Company’s operations, policies, or practices. In connection with Ms. Wilber’s resignation, the Compensation Committee and the Board approved the accelerated vesting of 3,707 deferred stock units previously granted to Ms. Wilber, effective as of the date of her resignation. The Board and the Company are deeply grateful for Ms. Wilber’s service, dedication, and contributions to the Company.

Effective November 16, 2026, the Board of Directors appointed Thomas J. Errico, M.D., Chairman of the Board and Chair of the Nominating and Governance Committee, to serve as a member of the Audit Committee. Concurrently, Dr. Errico resigned from the Compensation Committee. Effective November 16, 2026, the Board of Directors also appointed James C. Theofilos, a member of the Board of Directors and the Audit Committee, to serve as a member of the Compensation Committee.

| \(b\) | Not         
 applicable. |

| \(c\) | Trading 
 Plans.  |

During the quarter ended September 30, 2026, no director or Section 16 officer adoptedor terminatedany Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements \(in each case, as defined in Item 408\(a\) of Regulation S-K promulgated by the SEC\).

| 30 |

Item 6. EXHIBITS

| Exhibit 
 Number  
 10.1    
 10.2    |     | Description                                                                                                                                                                                                                             
 Amendment to Offer Letter, dated September 8, 2026, by and between the Company and Joshua S. Lev, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2026.                           
 Amendment to Offer Letter, dated September 8, 2026, by and between the Company and Michael Fox, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2026.                             |
|:--------|:----|:----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.3    |     | Amended and Restated Executive Severance Policy, effective as of September 8, 2026, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2026.                                         |
| 31.1\*   |     | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14\(a\) and 15d-14\(a\) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2\*   |     | Certification of Principal Executive Officer Pursuant to Rules 13a-14\(a\) and 15d-14\(a\) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                 |
| 32.1\*\*  |     | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                  |
| 32.2\*\*  |     | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  |
| 101.INS |     | Inline                                                                                                                                                                                                                                  
 XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within                                                                                                   
 the Inline XBRL document.                                                                                                                                                                                                               |
| 101.SCH |     | Inline                                                                                                                                                                                                                                  
 XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                 |
| 101.CAL |     | Inline                                                                                                                                                                                                                                  
 XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                   |
| 101.DEF |     | Inline                                                                                                                                                                                                                                  
 XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                    |
| 101.LAB |     | Inline                                                                                                                                                                                                                                  
 XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                         |
| 101.PRE |     | Inline                                                                                                                                                                                                                                  
 XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                  |
| 104     |     | Cover                                                                                                                                                                                                                                   
 Page Interactive Data File \(formatted as Inline XBRL and contained in Exhibit 101\)                                                                                                                                                      |

| \* | Filed     
 herewith. |

| \*\* | The                                                                                                                                  
 certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report are not deemed filed with the SEC and are not  
 to be incorporated by reference into any filing of electroCore, Inc. under the Securities Act of 1933 or the Securities Exchange Act 
 of 1934, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language          
 contained in such filing.                                                                                                            |

| 31 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

| Date:            
 November 4, 2026 | By: | electroCore,                                                      
 Inc.                                                              
 /s/                                                               
 Joshua S. Lev                                                     |
|:-----------------|:----|:------------------------------------------------------------------|
|                  |     | Joshua                                                            
 S. Lev                                                            |
|                  |     | Co-Chief                                                          
 Executive Officer, President and Chief Financial Officer          
 \(Principal                                                        
 Executive Officer and Principal Financial and Accounting Officer\) |
| Date:            
 November 4, 2026 | By: | /s/                                                               
 Michael Fox                                                       |
|                  |     | Michael                                                           
 Fox                                                               |
|                  |     | Co-Chief                                                          
 Executive Officer, President and Chief Operating Officer          
 \(Principal                                                        
 Executive Officer\)                                                |

| 32 |</content>
                </data>
            