SEC Form SCHEDULE 13D filed by electroCore Inc.
$ECOR
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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electroCore, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
28531P103 (CUSIP Number) |
Walter Schenker Maz Partners 9028 Lakes Boulevard, West Palm Beach, FL, 33412 (973) 641-5643 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
MAZ Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Item 13: The percentage is calculated based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
MAZ Capital Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
115,518.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 13: The percentage is calculated based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
Walter Schenker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
136,184.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
Comment for Type of Reporting Person:
Item 13: The percentage is calculated based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
Item 11: The aggregate amount is a total of the MAZ shares (as defined below), the individual shares of Walter Schenker held through a retirement account, and the individual shares of Susan Schenker.
SCHEDULE 13D
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| CUSIP No. | 28531P103 |
| 1 |
Name of reporting person
Susan Schenker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 13: The percentage is calculated based on 7,420,618 shares of Common Stock outstanding as of May 2, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
electroCore, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
200 Forge Way, Suite 205, Rockaway,
NEW JERSEY
, 07866. |
| Item 2. | Identity and Background |
| (a) | (a-f) This Schedule 13D is jointly filed by MAZ Partners LP ("MAZ Partners"), a Delaware limited partnership, MAZ Capital Advisors, LLC ("MAZ Capital"), a Delaware limited liability company, Walter Schenker and Susan Schenker. MAZ Partners, MAZ Capital, Walter Schenker and Susan Schenker are collectively referred to as the "Reporting Persons". Walter Schenker is the sole managing member of MAZ Capital, which is the sole general partner of MAZ Partners. The principal occupation of Walter Schenker is serving as the managing member of MAZ Capital. The principal business of MAZ Partners is investment management. The principal business of MAZ Partners is investing in securities. Susan Schenker is the spouse of Walter Schenker. The address of each of the Reporting Persons is 9028 Lakes Boulevard, West Palm Beach, FL 33412. During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Walter Schenker and Susan Schenker are United States Citizens.
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| (b) | See Item 2(a) |
| (c) | See Item 2(a) |
| (d) | See Item 2(a) |
| (e) | See Item 2(a) |
| (f) | See Item 2(a) |
| Item 3. | Source and Amount of Funds or Other Consideration |
As of the date of this Schedule 13D, MAZ Partners has invested $605,855 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was the working capital of MAZ Partners. As of the date of this Schedule 13D, Walter Schenker has invested $31,390 (inclusive of brokerage commissions) in Common Stock of the Issuer either directly or through his retirement account. The source of these funds was personal investment capital. As of the date of this Schedule 13D, Susan Schenker has invested $96,450 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was personal investment capital. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Company's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by them, either in the open market or in privately negotiated transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.
The Reporting Persons are evaluating the feasibility of a change in the present board of directors or management of the issuer, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no additional plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, (i) MAZ Partners and MAZ Capital may each be deemed to be the beneficial owner of 115,518 shares of Common Stock (the "MAZ Shares"), constituting approximately 1.6% of the shares of Common Stock, (ii) Walter Schenker may be deemed to be the beneficial owner of 136,184 shares of Common Stock, constitution approximately 1.8% of the shares of Common Stock and (iii) Susan Schenker may be deemed to the beneficial owner of 15,000 shares of Common Stock, constituting approximately 0.2% of the shares of Common Stock, each based upon a total of 7,420,618 shares of Common Stock outstanding as of May 2, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. |
| (b) | MAZ Partners may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares. MAZ Capital, as the sole general partner of MAZ Partners, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares and therefore, MAZ Capital may be deemed to be the beneficial owner of the MAZ Shares. By virtue of Walter Schenker's position as the sole managing member of MAZ Capital, Schenker may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares and therefore, Walter Schenker may be deemed to be the beneficialowner of the MAZ Shares. Susan Schenker, the spouse of Walter Schenker, has the sole voting and dispositive power over 15,000 shares of Common Stock. |
| (c) | Not applicable. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceedsfrom the sale of, the Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreementwith respect to the joint filing of this Schedule, which agreement is attached hereto as Exhibit 99.1 to this Schedule 13D
Except as described herein or in other amendments to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement by and among the Reporting Persons. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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