electroCore, Inc. Stock Compensation Disclosure
All common stock share and per share data reflects the reverse stock split effective February 15, 2023.
On June 21, 2018, the Company adopted the 2018 Omnibus Equity Incentive Plan (“Plan”). This plan reserved million shares with an increase to be added annually beginning in 2019 through 2028 up to % of the total number of shares of common stock issued and outstanding on a fully diluted basis as of the end of the immediately preceding fiscal year, provided that the aggregate number of additional shares shall not exceed a total of million shares, and a maximum of million shares pursuant to the exercise of stock options. As of December 31, 2025, the number of shares reserved under the Plan was approximately million. Subsequent to December 31, 2025, the number of shares reserved under the Plan increased by million. 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. Stock options issued under the plan have a contractual life of years and are generally forfeited upon separation from the Company.
The following table presents stock compensation expense recognized by the Company for the years ended December 31, 2025 and 2024. Total unrecognized compensation cost related to equity awards as of December 31, 2025 was $ million and is expected to be recognized over the next years.
| Year ended December 31, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Selling, general and administrative | $ | 1,838 | $ | 1,729 | ||||
| Research and development | 31 | 98 | ||||||
| Cost of goods sold | 61 | 43 | ||||||
| Total expense | $ | 1,930 | $ | 1,870 | ||||
ELECTROCORE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — Continued
| Number of Options (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Outstanding, January 1, 2025 | 548 | $ | 31.39 | $ | 510 | |||||||||||
| Granted | ||||||||||||||||
| Exercised | (22 | ) | 4.5 | |||||||||||||
| Cancelled | (4 | ) | 22.97 | |||||||||||||
| Expired | (4 | ) | 33.60 | |||||||||||||
| Outstanding, December 31, 2025 | 518 | $ | 32.56 | $ | 1 | |||||||||||
| Exercisable, December 31, 2025 | 475 | $ | 35.09 | $ | 1 | |||||||||||
The intrinsic value is calculated as the difference between the fair market value at December 31, 2025 and the exercise price per share of the stock option. The options granted to employees generally vest over a three-year period.
| Exercise Price | Options Outstanding (in thousands) | Options Outstanding Weighted Average Remaining Contractual Life (Years) | Options Exercisable (in thousands) | |||||||||
| $ - $ | ||||||||||||
| $ - $ | ||||||||||||
| $ - $ | ||||||||||||
| Number
of Shares (in thousands) | Weighted
Average Grant Date Fair Value | |||||||
| Nonvested, January 1, 2025 | 459 | $ | 6.86 | |||||
| Granted | 290 | 8.49 | ||||||
| Vested | (125 | ) | 6.56 | |||||
| Cancelled | (49 | ) | 6.98 | |||||
| Nonvested, December 31, 2025 | 575 | $ | 7.73 | |||||
In general, Units granted to employees vest over two to four-year periods.
Immediately following the Company’s annual meeting of stockholders, the Company generally grants each non-employee director an equity award that vests over a -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 -month period.
Valuation Information for Stock-Based Compensation
The Company did not grant any stock options during the year ended December 31, 2025. The fair value of each stock option award during the year ended December 31, 2024 was estimated on the date of grant using the Black-Scholes model. Expected volatility was based % on the Company’s historical common stock volatility. The risk-free interest rate was based on the average U.S. Treasury rate that most closely resembled the expected life of the related award. The expected term of the award was calculated using the simplified method. No dividend was assumed as the Company does not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future.
ELECTROCORE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements — Continued
| 2024 | ||||
| Fair value at grant date | $ | 4.31 | ||
| Expected volatility | 101.9 | % | ||
| Risk-free interest rate | 4.0 | % | ||
| Expected holding period, in years | ||||
| Dividend yield | ||||
The fair value of each Stock Unit is the market close price of the Company’s common stock on the trading day immediately preceding the date of grant.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 19, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Mar 28, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.