SCHEDULE 13G/A: Theofilos Family Reclassifies electroCore Stake to Passive Investment, Files Amended Schedule 13G

Charles and Kathryn Theofilos, along with Happy Holstein Management, LLC, have reclassified their beneficial ownership in electroCore, Inc. to a passive investment, filing an amended Schedule 13G and superseding their previous Schedule 13D.

Summary

• Charles Steve Theofilos, Kathryn Theofilos, and Happy Holstein Management, LLC (the "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G for electroCore, Inc.
• This filing supersedes their previous Schedule 13D, which was filed on December 18, 2023, and amended on June 7, 2024.
• The change in filing type from Schedule 13D to Schedule 13G is due to the Reporting Persons determining they no longer have beneficial ownership over shares owned by their adult children, making them eligible to report under Rule 13d-1(h) for passive investors.
• As of March 21, 2025, Charles Theofilos beneficially owns 444,530 shares, representing 6.2% of electroCore's Common Stock.
• Kathryn Theofilos beneficially owns 372,801 shares, representing 5.1% of electroCore's Common Stock.
• Happy Holstein Management, LLC beneficially owns 277,482 shares, representing 3.8% of electroCore's Common Stock.
• The percentages are based on 7,193,092 shares of Common Stock outstanding as of March 6, 2025, as reported in the issuer's Form 10-K filed on March 12, 2025, plus 124,314 shares issuable upon exercise of pre-funded warrants held by Happy Holstein for Kathryn Theofilos and HH Management's percentages.
• HH Management holds warrants for an aggregate of 1,551,777 shares, but 1,427,463 shares underlying these warrants are excluded from current beneficial ownership due to a 9.99% beneficial ownership limitation.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing (Schedule 13G) reporting beneficial ownership. It indicates a shift from an active (13D) to a passive (13G) reporting status for a significant shareholder group, which is neutral in itself but could be interpreted as a reduction in potential activist pressure. There are no explicit positive or negative financial results or operational updates.

Positives

• The filing indicates a passive investment stance, which can reduce perceived activist pressure on management.

Negatives

• The reclassification from Schedule 13D to 13G suggests a reduction in the reported 'group' beneficial ownership, potentially indicating less coordinated influence from the Theofilos family.

Risks

• The beneficial ownership limitation on warrants (9.99%) prevents HH Management from exercising a significant portion of their warrants (1,427,463 shares) until they can do so without exceeding the threshold, potentially limiting their ability to increase their stake or influence.

Future Outlook

NA

Industry Context

This Schedule 13G filing is a routine disclosure of beneficial ownership and does not provide specific industry context or trends. It primarily reflects a change in reporting status for a significant shareholder group in the biotechnology/medical device sector, where electroCore operates.

Stakeholder Impact

• Shareholders: Provides updated information on significant beneficial ownership, indicating a passive investment stance by the Theofilos family and Happy Holstein Management, LLC.
• Regulatory Authorities: Fulfills SEC disclosure requirements for beneficial ownership, specifically the reclassification from Schedule 13D to Schedule 13G.

Key Dates

Keywords

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