ENER-CORE, Inc. (OTCMKTS:ENCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Offer Letter
As described in Item 5.02 below, effective as of May 3, 2017,
Ener-Core, Inc. (the Company) became bound to the terms an offer
letter (the Offer Letter) with James Reiman in connection with
his appointment to the Board of Directors of the Company (the
Board). Additional information regarding the Offer Letter is
incorporated herein by reference to Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers of this Current Report on Form 8-K.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignation
On May 3, 2017, Jeffrey Horn notified the Company that he was
resigning from the Board, effective immediately, for personal
reasons related to his other professional commitments. Mr. Horns
resignation was not due to any matter related to the Companys
operations, policies or practices, Mr. Horns experience while
serving on the Board or any disagreement with the Board or
management team.
Director Appointment; Offer Letter
Effective as of May 3, 2017, the Board appointed James Reiman to
fill a vacancy on the Board. Mr. Reiman has not yet been
appointed as a member of any committee of the Board. Mr. Reiman
is an independent director for purposes of the Companys Corporate
Governance Guidelines, with reference to the relevant rules of
the national securities exchanges in the United States, although
such definitions do not currently apply to the Company because
its securities are not listed on a national securities exchange.
Mr. Reiman accepted the foregoing appointment to an Offer Letter
from the Company, which became effective as of May 3, 2017 (the
Effective Date), which provides for the grant of an option (the
Option) under the Companys 2015 Omnibus Incentive Plan (the 2015
Plan), granted as of the Effective Date, to purchase 25,000
shares of the Companys common stock, par value $0.0001 per share
(the Common Stock), at an exercise price per share of $2.50,
which price is at or above the fair market value per share of
Common Stock on such date. In addition, Mr. Reiman will be
entitled to reimbursement for reasonable travel expenses incurred
to attend meetings of the Board, in accordance with the Companys
expense reimbursement policy as in effect from time to time, as
well as to indemnification in his capacity as a director. Mr.
Reiman is also entitled to an annual directors fee of $40,000.
In connection with the above-described Option, the Company and
Mr. Reiman entered into a stock option agreement (the Option
Agreement), in the form provided by the 2015 Plan. The Option
Agreement provides for 1/4 of the total number of shares
underlying the Option to vest after twelve months and 1/48 of the
total number of shares underlying the Option to vest each month
commencing each month thereafter. The Option will expire on May
3, 2027 and will become fully exercisable immediately prior to,
and contingent upon, a Change in Control (as defined in the 2015
Plan).
The Offer Letter and the Option Agreement are attached as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference. The foregoing descriptions do
not purport to be complete and are qualified in their entirety by
reference to such exhibits.
Mr. Reiman brings more than 30 years of management, financial and
legal experience with international and domestic public and
private companies. He was the founder, CEO and Managing Member of
Aerofficient LLC, which designed and manufactured aerodynamic
fairings for heavy-duty truck trailers. During his time at
Aerofficient LLC, Mr. Reiman codeveloped and co-invented
technologies that have been awarded 19 patents. Mr. Reiman also
previously served as CEO and Chairman of EBT Digital
Communications Retail Group, a large retailer of mobile phones
based in Shanghai, China that was listed on the London Stock
Exchanges AIM market. As CEO and then Chairman of EBT, Mr. Reiman
successfully implemented a turnaround strategy and managed EBTs
growth from 33 to over 225 stores in five years and into one of
Chinas largest and most respected retailers of mobile phones.
Prior to EBT, Mr. Reiman practiced law as a commercial
transactions attorney with U.S. law firms.
Mr. Reiman currently serves as a lecturer and negotiation coach
at elite business schools in the U.S. and abroad, and serves as a
mediator and arbitrator of domestic and international commercial
disputes. He is a negotiation coach for the Oxford Programme on
Negotiation (OPN) at the University of Oxford, Sad Business
School, and lectures at other universities on topics related to
negotiation, corporate governance, international arbitration,
conducting business in China, strategic decision making and risk
management. He is a graduate of Columbia University (BA) and the
Northwestern University School of Law (JD), and holds a
certificate from the Advanced Executive Program at the Kellogg
School of Management at Northwestern University. He is also a
Board Leadership Fellow of the National Association of Corporate
Directors.
The Board concluded that Mr. Reimans extensive experience as a
business executive in high growth technology companies and his
legal background, including experience with arbitration and
negotiation, made his appointment to the Board appropriate. There
is no family relationship between Mr. Reiman and any of the
registrants current directors, executive officers or persons
nominated or charged to become directors or executive officers,
or those of the Companys subsidiary. There are no transactions
between the registrant and Mr. Reiman that would require
disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Reimans appointment to the Board, the
Company also entered into an indemnification agreement with Mr.
Reiman, substantially in the form previously filed with the
Securities and Exchange Commission by the Company.
| Item 7.01 | Regulation FD Disclosure. |
On May 8, 2017, the Company issued a press release regarding the
appointment of Mr. Reiman to the Board, which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
As provided in General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of Current Report on Form 8-K
(including Exhibit 99.1) shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference into any
registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Offer Letter to James Reiman, effective May 3, 2017 | |
| 10.2 |
Option Agreement dated May 3, 2017 between Ener-Core, Inc. and James Reiman |
|
| 99.1 | Press Release dated May 8, 2017 |
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. ENER-CORE, Inc. (OTCMKTS:ENCR) Recent Trading Information
ENER-CORE, Inc. (OTCMKTS:ENCR) closed its last trading session 00.00 at 1.40 with shares trading hands.