SCHEDULE: Theofilos Family and Happy Holstein Management Revert to Passive Ownership of electroCore, Inc. Shares

Charles and Kathryn Theofilos, along with Happy Holstein Management, LLC, have reclassified their significant stake in electroCore, Inc. to passive ownership, filing an amended Schedule 13G and removing James Theofilos as a reporting person.

Summary

• Reporting Persons (Charles Theofilos, Kathryn Theofilos, and Happy Holstein Management, LLC) have determined they are eligible to report beneficial ownership on Schedule 13G, superseding their previous Schedule 13D filing.
• James Theofilos has been removed as a reporting person.
• As of July 4, 2025, Charles Theofilos beneficially owns 444,530 shares, representing 6.0% of electroCore, Inc.'s Common Stock.
• Kathryn Theofilos beneficially owns 398,487 shares, representing 5.3% of the Common Stock.
• Happy Holstein Management, LLC beneficially owns 303,168 shares, representing 4.0% of the Common Stock.
• These percentages are based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed on May 7, 2025, plus 150,000 shares issuable upon exercise of presently exercisable warrants for Kathryn Theofilos and Happy Holstein Management, LLC.
• Happy Holstein Management, LLC holds warrants exercisable for an aggregate of 1,551,777 shares of Common Stock, but 1,401,777 shares are currently excluded from beneficial ownership due to a 9.99% beneficial ownership limitation.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The reclassification to a 13G indicates a passive investment, which can be seen as stable. The continued significant ownership by the Theofilos family and Happy Holstein Management suggests ongoing confidence, though the beneficial ownership limitation on warrants is a minor negative.

Positives

• Significant shareholders are maintaining their positions, indicating continued interest in the company.
• The reclassification to Schedule 13G suggests a passive investment intent, potentially reducing concerns about activist intervention for now.

Negatives

• The beneficial ownership limitation on warrants prevents full exercise of all held warrants, potentially limiting the upside for Happy Holstein Management, LLC if the stock price increases significantly.

Risks

• A 9.99% beneficial ownership limitation restricts the full exercise of 1,401,777 shares underlying warrants held by Happy Holstein Management, LLC, potentially limiting their ability to fully capitalize on their investment.

Future Outlook

The filing indicates a passive investment stance by the reporting persons, suggesting no immediate intent to influence the control or management of electroCore, Inc. beyond potential nominations under Rule 14a-11.

Industry Context

This filing is a routine disclosure of significant shareholder ownership and a change in filing status from active (13D) to passive (13G), which typically signals a less interventionist approach by the investors. It does not provide direct insights into electroCore, Inc.'s operational performance or broader industry trends, but rather reflects the investment strategy of specific large shareholders.

Stakeholder Impact

• Shareholders: The reclassification to a Schedule 13G indicates that these significant shareholders do not intend to actively seek control or influence management, which might reduce uncertainty regarding potential activist campaigns.

Key Dates

Recommendation

Keywords

electroCore Inc., Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Passive Investment, Shareholder Disclosure, Theofilos, Happy Holstein Management