electroCore declares dividend of Series A Preferred Stock with super voting rights to facilitate reverse stock split

electroCore, Inc.

Each common share receives one one-thousandth of a share of Series A Preferred; record date Dec 19, 2022.
Each share of Series A Preferred has 1,000,000 votes; voting limited to reverse stock split proposals only.
Series A votes are cast proportionally with common stock votes, effectively boosting holder voting power on reverse split.
Preferred shares are non-transferable except with common, have no dividend rights, and a $0.001 liquidation preference.
Unvoted shares are redeemed for $0.01 per 10 whole shares (rounded down to nearest multiple of ten thousand).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

electroCore, Inc.: Creation of Series A Preferred Stock via Certificate of Designation, including voting rights, dividend rights, liquidation preference, and redemption terms (effective 2022-12-02).

Change: charter amendment
Effective: 2022-12-02

Exact text from the filing

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series A Preferred Stock On December 2, 2022, the board of directors (the “ Board ”) of electroCore, Inc. (the “ Company ”) declared a dividend of one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share (“ Series A Preferred Stock ”), for each outstanding share of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), to stockholders of record at 5:00 p.m. Eastern Time on December 19, 2022 (the “ Record Date ”).

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Source: SEC EDGAR

accession 0001193805-22-001663

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