UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2019

ENER-CORE, Inc.

(Exact name of registrant as specified in its charter)

30100 Town Center Dr, Suite O-209

Laguna Niguel, California 92677

(Address of principal executive offices) (Zip Code)

(949) 732-4400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amendment to 2015 and 2016 Amendment Agreements and Waivers

Effective as of January 30, 2019, Ener-Core, Inc. (the “Company”) and certain investors holding convertible senior secured notes issued in April and May 2015 (the “2015 Notes”) and December 2016 (the “2016 Notes”) executed amendments to the amendment agreements and waivers dated as of December 31, 2018 (the “2015 Amendments” and “2016 Amendments”, respectively). The 2015 Amendments and 2016 Amendments (i) extend the maturity date of the 2015 Notes and 2016 Notes to February 28, 2019; (ii) extend the deadline set forth in the securities purchase agreements pursuant to which the Company issued the 2015 Notes and 2016 Notes, respectively, for the Company to commence trading of its common stock on a national securities exchange to February 28, 2019; (iii) amend the optional redemption provisions set forth in the 2015 Notes and 2016 Notes, respectively, to provide that at any time from and after March 1, 2019 and provided that the Company has not received either (x) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (y) firm purchase orders totaling not less than $3,500,000 and initial payment collections of at least $1,600,000 by February 28, 2019 (inclusive), a holder has the right to require that the Company redeem all or any portion of his, her or its 2015 Note or 2016 Note, respectively (the “Redemption Requirement”); and (iv) amend the definition of “Eligible Market” in each of the 2015 Notes and 2016 Notes to correspond to the extension of the Company’s deadline to commence trading of its common stock on a national securities exchange to February 28, 2019. The 2015 Amendments and 2016 Amendments are binding upon the holders all of the 2015 Notes and 2016 Notes and the parties to the related securities purchase agreements pursuant to the terms thereof. 

Amendment to Bridge Notes Amendment Agreements and Waiver

Effective as of January 30, 2019, the Company and certain investors that holds convertible senior secured notes issued in September 2017, November 2017, December 2017, January 2018 and March 2018 (the “Bridge Notes”) executed amendments to the amendment agreements and waivers dated as of December 31, 2018 (the “Bridge Notes Amendments”), which (i) extend the maturity date of the Bridge Notes to February 28, 2019; and (ii) amend the Redemption Requirement set forth in the Bridge Notes to correspond to the amendments set forth in the 2015 Amendments and 2016 Amendments. The Bridge Notes Amendments are binding upon the holders all of the Bridge Notes pursuant to the terms thereof.

Amendment to Convertible Notes Amendment Agreements and Waivers

Effective as of January 30, 2019, the Company and certain investors that hold convertible senior secured notes issued in June 2018 (the “June 2018 Notes”) executed amendments to the amendment agreements and waivers dated as of December 31, 2018 (the “June 2018 Notes Amendments”), which (i) extend the maturity date of the June 2018 Notes to February 28, 2019; and (ii) amend the Redemption Requirement set forth in the June 2018 Notes to correspond to the amendments set forth in the 2015 Amendments and 2016 Amendments. The June 2018 Notes Amendments are binding upon the holders all of the June 2018 Notes pursuant to the terms thereof.

The forms of 2015 Amendments, 2016 Amendments, Bridge Notes Amendments and June 2018 Notes Amendments are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are also incorporated herein by reference. The foregoing descriptions of these agreements and instruments do not purport to be complete and are qualified in their entirety by reference to such exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX