THE UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
ElectroCore, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
28531P103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person?s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 28531P103
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
550,364** Common Shares
599,642**(9.99 outstanding Shares)
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
550,364** Common Shares
599,642** (9.99 of outstanding
Shares)
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 550,364** Common Shares, 599,642** (9.99 of
Outstanding Shares)
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.99%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware Corporation (AWM), is the
investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN)
and Special Situations Fund III QP, L.P. (SSFQP). (CAYMAN, and SSFQP
will hereafter be referred to as the Funds). As the investment
adviser to the Funds, AWM holds sole voting and investment power over
128,194 shares of Common Stock of the Issuer (the Shares), 92,400
Warrants*** and 116,490 Pre-funded Warrants*** to purchase Shares held
by CAYMAN, 422,170 Shares, 304,200 Warrants*** and 383,510 Pre-funded
Warrants*** to purchase Shares held by SSFQP. See Items 2 and 4 of
this Schedule for additional information.
*** Warrants described herein may only be converted or exercised into
Common Shares to the extent that the total number of Common Shares
then beneficially owned does not exceed 9.99% of the outstanding
shares.
Item 1(a). Name Of Issuer: ElectroCore, Inc.
Item 1(b). Address of Issuer?s Principal Executive Offices:
200 Forge Way ? Suite 205
Rockaway, NJ 07866
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (AWM), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (CAYMAN) and Special Situations Fund III
QP, L.P., a Delaware limited partnership (SSFQP). (CAYMAN and
SSFQP, will hereafter be referred to as the Funds). The
principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or
nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner
(Stettner) are members of: SSCayman, L.L.C., a Delaware limited
liability company (SSCAY), the general partner of CAYMAN and
MGP Advisers Limited Partnership, a Delaware limited
partnership (MGP), the general partner of SSFQP. Greenhouse and
Stettner are also controlling principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, Par
Value $0.001
Item 2(e). CUSIP No.: 28531P103
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 550,364** Common Shares
599,642**(9.99 of outstanding shares)
(b) Percent of Class: 9.99%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 550,364**
599,642**(9.99 of outstanding shares)
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
550,364**Common Shares 599,642**(9.99 of outstanding
shares)
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 128,194 shares of Common Stock of the Issuer (the Shares),
92,400 Warrants*** and 116,490 Pre-funded Warrants*** to purchase
Shares held by CAYMAN, 422,170 Shares, 304,200 Warrants*** and 383,510
Pre-funded Warrants*** to purchase Shares held by SSFQP. Greenhouse
and Stettner are members of: SSCAY, the general partner of CAYMAN and
MGP, the general partner of SSFQP; Greenhouse and Stettner are also
controlling principals of AWM.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Dated: February 13, 2024
AWM INVESTMENT COMPANY, INC.
By: /s/ Adam Stettner___
Name: Adam Stettner
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
-1-