ENER-CORE, Inc. (OTCMKTS:ENCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

2015 and 2016 Amendment Agreements and Waivers

Effective as of March 28, 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 amendment agreements and waivers (the “2015 Amendment Agreements” and “2016 Amendment Agreements”, respectively, and together, the “Amendment Agreements”). The Amendment Agreements (i) extend the maturity date of the 2015 Notes and 2016 Notes to April 30, 2019; (ii) extend the deadline set forth in the securities purchase agreements 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 April 30, 2019 (the “Listing Requirement); (v)amend the optional redemption provisions set forth in the 2015 Notes and 2016 Notes, respectively, to provide that at any time from and after May 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 April 30, 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 (vi) 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 April 30, 2019.

Notwithstanding the foregoing, effective upon the issuance by the Company of Additional Notes for aggregate gross proceeds of at least $2,000,000, the Amendment Agreements will (i) remove the Listing Requirement; (ii) remove the Redemption Requirement and the associated definitions; (iii) remove the Listing Requirement deadline set forth in the definition of “Eligible Market” in each of the 2015 Notes and 2016 Notes; and (iii) extend the maturity date of the 2015 Notes and 2016 Notes to December 31, 2020.

The Amendment Agreements are binding upon the holders all of the 2015 Notes and 2016 Notes and the parties to the related securities purchase agreements to the terms thereof.

Bridge Notes Amendment Agreements and Waiver

Effective as of March 28, 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 amendment agreements and waivers (the “Bridge Notes Amendment Agreement”), which (i) extend the maturity date of the Bridge Notes to April 30, 2019 and, upon the issuance by the Company of Additional Notes for aggregate gross proceeds of $2,000,000, further extend the maturity date of the Bridge Notes to December 31, 2020; and (ii) amends the Redemption Requirement set forth in the Bridge Notes to correspond to the amendments set forth in the Amendment Agreements, including the removal of the Redemption Requirement upon the issuance by the Company of Additional Notes for aggregate gross proceeds of at least $2,000,000. The Bridge Notes Amendment Agreement is binding upon the holders all of the Bridge Notes to the terms thereof.

Convertible Notes Amendment Agreements and Waivers

Effective as of March 28, 2019, the Company and certain investors that hold convertible senior secured notes issued in June 2018 (the “June 2018 Notes”) executed amendment agreements and waivers (the “June 2018 Notes Amendment Agreement”), which (i) extend the maturity date of the June 2018 Notes to April 30, 2019 and, upon the issuance by the Company of Additional Notes for aggregate gross proceeds of $2,000,000, further extend the maturity date of the June 2018 Notes to December 31, 2020; and (ii) amends the Redemption Requirement set forth in the June 2018 Notes to correspond to the amendments set forth in the Amendment Agreements, including the removal of the Redemption Requirement upon the issuance by the Company of Additional Notes for aggregate gross proceeds of at least $2,000,000. The June 2018 Notes Amendment Agreement is binding upon the holders all of the June 2018 Notes to the terms thereof.

The forms of 2015 Amendment Agreement, 2016 Amendment Agreement, Bridge Notes Amendment Agreement and June 2018 Notes Amendment Agreement 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.

On March 28, 2019, Domonic Carney notified the Board of Directors of Ener-Core, Inc. (the “Company”) that he was resigning from the positions of Chief Financial Officer and Principal Executive Officer, effective March 29, 2019, for personal reasons related to other professional commitments. Mr. Carney’s resignation was not due to any matter related to the Company’s operations, policies or practices, his experience while serving as an officer of the company or any disagreement with the Board or management team.

Mr. Carney will continue to provide services to the company as a consultant on an as needed basis for a sixty-day period or as mutually agreed by the Company and Mr. Carney.

(d) Exhibits.

Ener-Core, Inc. Exhibit
EX-4.1 2 f8k032819ex4-1_enercore.htm FORM OF 2015 AMENDMENT AGREEMENT,…
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About ENER-CORE, Inc. (OTCMKTS:ENCR)

Ener-Core, Inc. designs, develops, manufactures and has commercially deployed products based on technologies that generate base-load, clean power from polluting waste gases that are otherwise destroyed or vented into the atmosphere by a range of industries. The Company also designs its technologies to provide power generation solutions with reduced air emissions. Its Power Oxidation technology offers an alternative to traditional methods of destroying gaseous pollution, by simultaneously enabling industrial facilities. Its commercial products include Ener-Core Powerstation EC250 (EC250) and Ener-Core Powerstation EC333 (EC333), which combine its Power Oxidizer with an approximately 250 kilowatt (kW)and over 333 kW gas turbine, respectively. It is also engaged in developing a product, which is called the KG2-3GEF/PO (KG2 with Power Oxidizer (KG2/PO)). It has over two powerstations in operation at a landfill site in the Netherlands and at the University of California, Irvine.