ENER-CORE, Inc. (OTCMKTS:ENCR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On or prior to December 20, 2017, certain investors holding convertible senior secured notes issued in April and May 2015 (the “2015 Notes”) and December 2016 (the “2016 Notes”) executed waivers (“2015 Waivers” and “2016 Waivers”, respectively, and together, the “Waivers”) to allow for the issuance by the Company of the Additional Securities. The Waivers are binding upon the holders all of the issued 2015 Notes and 2016 Notes and the parties to the related securities purchase agreements to the terms thereof. The Company previously filed the form of 2015 Waivers and form of 2016 Waivers as Exhibits 4.3 and 4.4, respectively, to its Current Report on Form 8-K, as filed on December 21, 2017.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As more fully described in Item 1.01 above, which disclosure regarding the Additional Convertible Senior Notes and Additional Warrants is incorporated by reference herein, on January 25, 2018, the Company agreed to issue the Additional Convertible Senior Notes and the Additional Warrants to the Additional Investors to the Third Amended and Restated Purchase Agreement. The issuance of the Additional Convertible Senior Notes is, and upon conversion of the Additional Convertible Senior Notes in accordance with their terms, the issuance of the shares of Common Stock upon such conversion will be, and the issuance of the Additional Warrants is, and upon exercise of the Additional Warrants in accordance with their terms, the issuance and sale of the Additional Warrant Shares will be, exempt from registration to an exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, based on representations of the Additional Investors, which included, in pertinent part, that each recipient is an “accredited investor” as that term is defined in Rule 501 of Regulation D, who is acquiring such Additional Convertible Senior Note and Additional Warrant for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such investor understands that the Additional Convertible Senior Note and Additional Warrant may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Ener-Core, Inc. ExhibitEX-4.1 2 f8k012518ex4-1_enercoreinc.htm FORM OF ADDITIONAL CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Exhibit 4.1 [FORM OF SENIOR SECURED NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES MAY BE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.
