Current Report Filing (8-k)
15 December 2016 - 9:01AM
Edgar (US Regulatory)
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):
December 12, 2016
ENER-CORE,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37642
|
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45-0525350
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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9400
Toledo Way
Irvine, California 92618
(Address
of principal executive offices) (Zip Code)
(949)
616-3300
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01
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Entry
into a Material Definitive Agreement.
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Amendment
to Securities Purchase Agreement
Effective
as of December 12, 2016, the Company executed Second Amendments to Securities Purchase Agreement dated November 23, 2016 (each,
a “Second Amendment”) with certain investors holding the requisite number of conversion shares and warrant shares
underlying the convertible senior secured notes and warrants issued on December 2, 2016 (the “Required Holders”).
The Company previously disclosed the terms of the November 23, 2016 securities purchase agreement, as amended prior to the Second
Amendments, and the securities issued pursuant thereto, in its Current Reports on Form 8-K as filed on November 25, 2016 and December
2, 2016. The Second Amendments (i) extend the deadline for the Company to consummate a subsequent closing under the November
23, 2016 securities purchase agreement to December 20, 2016 (or such earlier date as shall be mutually agreed to by the Company
and the Required Holders); and (ii) amend the form of joinder agreement to be executed by any subsequent buyers in such subsequent
closing to reflect the extension of the subsequent closing deadline. The form of Second Amendment is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of this agreement does not
purport to be complete and is qualified in its entirety by reference to such exhibit.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
Number
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Description
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10.1
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Form
of Second Amendment to Securities Purchase Agreement dated November 23, 2016, effective as of December 12, 2016
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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.
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ENER-CORE,
Inc.
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Dated: December 14,
2016
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By:
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/s/
Domonic J. Carney
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Domonic J. Carney
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Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Form
of Second Amendment to Securities Purchase Agreement dated November 23, 2016, effective as of December 12, 2016
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4