Ener-Core Inc. (Form: 8-K, Received: 10/23/2015 16:28:44)

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): October 22, 2015

ENER-CORE, Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-173040		45-0525350
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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 Entry into a Material Definitive Agreement.

Effective as of October 22, 2015, Ener-Core, Inc. (the “Company”) executed a Second Amendment to Securities Purchase Agreement dated April 22, 2015, and a First Amendment to Securities Purchase Agreement dated May 7, 2015 (collectively, the “October Amendments”), each with certain investors holding the requisite number of conversion shares and warrant shares underlying the notes and warrants issued in April 2015 and May 2015 pursuant to the referenced purchase agreements. The Company previously disclosed the terms of the April 2015 and May 2015 purchase agreements, as amended prior to the October Amendments, and the securities issued pursuant thereto, in its current reports on Form 8-K dated April 23, 2015 and May 7, 2015. The October Amendments extend the deadline to November 30, 2015 for the Company’s consummation of a firm commitment underwritten public offering registered under the Securities Act of 1933, as amended, with aggregate gross proceeds to the Company equal to or in excess of $10,000,000, and related listing of its common stock on a national securities exchange.

The forms of the October Amendments are attached as Exhibits 10.1 and 10.2 to this report, and are incorporated herein by reference. The foregoing description of the October Amendments does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Second Amendment to Securities Purchase Agreement dated April 22, 2015, effective as of October 22, 2015
10.2		Form of First Amendment to Securities Purchase Agreement dated May 7, 2015, effective as of October 22, 2015

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.

	ENER-CORE, Inc.

Dated: October 23, 2015	By:	/s/ Domonic J. Carney
		Domonic J. Carney
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Form of Second Amendment to Securities Purchase Agreement dated April 22, 2015, effective as of October 22, 2015
10.2		Form of First Amendment to Securities Purchase Agreement dated May 7, 2015, effective as of October 22, 2015

Exhibit 10.1

SECOND AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into as of October 22, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “ Company ”) and the undersigned, and amends that certain Securities Purchase Agreement, dated as of April 22, 2015, as previously amended May 7, 2015 (collectively, the “ Agreement ”), by and among the Company, the "Buyers" identified therein, and the Collateral Agent identified therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS , any amendment effected in accordance with Section 9(e) of the Agreement is binding upon each holder of any securities purchased under the Agreement and the Company; and

WHEREAS , the parties hereto wish to amend the Agreement as set forth below.

AGREEMENT

NOW, THEREFORE , in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I
AMENDMENT TO THE AGREEMENT

Section 1.1 Extension of QPO Date . Section 4(t) of the Agreement is hereby amended and restated as follows:

“(t) Public Offering . The Company shall complete a Qualified Public Offering (as defined in the Notes) no later than November 30, 2015.”

Section 1.2 Extension of Listing Deadline . The first sentence of Section 4(f) of the Agreement is hereby amended and restated as follows:

“The Company shall commence trading of its Common Stock on either The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital Market, The NASDAQ Global Select Market or The NASDAQ Global Market (collectively, the "Qualified Eligible Markets") no later than November 30, 2015 (the "Listing Deadline").”

ARTICLE II
MISCELLANEOUS

Section 2.1 Effect of this Amendment . This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. This Amendment shall only be deemed to be in full force and effect from and after both the execution of this Amendment by the parties hereto and the execution of agreements substantially identical to this Amendment by the Company and "Buyers" holding a sufficient number of Conversion Shares and Warrant Shares issued or issuable under their respective Notes and Warrants that, together with undersigned, constitute the Required Holders. From and after such effectiveness, any reference to the Agreement shall be deemed to be a reference to the Agreement, as amended hereby. Except as specifically amended as set forth herein, each term and condition of the Agreement shall continue in full force and effect.

Section 2.2 Entire Agreement . This Amendment, together with the Agreement, contains the entire agreement of the parties and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment.

Section 2.3 Governing Law . This Amendment shall be governed by the internal law of the State of New York.

Section 2.4 Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment may be executed by fax or electronic mail, in PDF format, and no party hereto may contest this Amendment’s validity solely because a signature was faxed or otherwise sent electronically.

[Signature Pages Follow]

IN WITNESS WHEREOF , the parties hereto have executed this Second Amendment to Securities Purchase Agreement as of the date first written above.

	COMPANY:

	ENER - CORE, INC.

	By:
		Name: Alain J. Castro
		Title: Chief Executive Officer

[Signature Page to Second Amendment to Securities Purchase Agreement]

IN WITNESS WHEREOF , the parties hereto have executed this Second Amendment to Securities Purchase Agreement as of the date first written above.

	BUYER:

	By:
		Name:
		Title:

[Signature Page to Second Amendment to Securities Purchase Agreement]

Exhibit 10.2

FIRST AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into as of October 22, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “ Company ”) and the undersigned, and amends that certain Securities Purchase Agreement, dated as of May 7, 2015 (the “ Agreement ”), by and among the Company, the "Buyers" identified therein, and the Collateral Agent identified therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

RECITALS

WHEREAS , pursuant to Section 9(e) of the Agreement, any term of the Agreement may be amended only with the written consent of (i) the Company and (ii) the holders of at least a majority of the sum of (1) the aggregate number of the Conversion Shares and the Warrant Shares issued or issuable under the Notes (calculated using the Assumed Conversion Price) and Warrants (without regard to any limitation on conversion or exercise set forth therein), and (2) the aggregate number of the April 2015 Conversion Shares and the April 2015 Warrant Shares issued or issuable under the April 2015 Notes (calculated using the April 2015 Assumed Conversion Price) and April 2015 Warrants (without regard to any limitation on conversion or exercise set forth therein), and shall include Empery Asset Master, Ltd. (the April 2015 Financing lead investor and hereinafter referred to as “ Empery ”) so long as Empery or any of its affiliates holds any April 2015 Securities (the “ Required Holders ”);

WHEREAS , any amendment effected in accordance with Section 9(e) of the Agreement is binding upon each holder of any securities purchased under the Agreement and the Company; and

WHEREAS , the parties hereto wish to amend the Agreement as set forth below.

AGREEMENT

ARTICLE I
AMENDMENT TO THE AGREEMENT

Section 1.1 Extension of QPO Date . Section 4(t) of the Agreement is hereby amended and restated as follows:

“(t) Public Offering . The Company shall complete a Qualified Public Offering (as defined in the Notes) no later than November 30, 2015.”

Section 1.2 Extension of Listing Deadline . The first sentence of Section 4(f) of the Agreement is hereby amended and restated as follows:

ARTICLE II
MISCELLANEOUS

Section 2.1 Effect of this Amendment . This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. This Amendment shall only be deemed to be in full force and effect from and after both the execution of this Amendment by the parties hereto and the execution of agreements substantially identical to this Amendment by the Company and "Buyers" holding a sufficient number of Conversion Shares, Warrant Shares, April 2015 Conversion Shares and April 2015 Warrant Shares issued or issuable under their respective Notes, Warrants, April 2015 Notes and April 2015 Warrants that, together with undersigned, constitute the Required Holders. From and after such effectiveness, any reference to the Agreement shall be deemed to be a reference to the Agreement, as amended hereby. Except as specifically amended as set forth herein, each term and condition of the Agreement shall continue in full force and effect.

Section 2.3 Governing Law . This Amendment shall be governed by the internal law of the State of New York.

[Signature Pages Follow]

IN WITNESS WHEREOF , the parties hereto have executed this First Amendment to Securities Purchase Agreement as of the date first written above.

	COMPANY:

	ENER - CORE, INC.

	By:
		Name: Alain J. Castro
		Title: Chief Executive Officer

[Signature Page to First Amendment to Securities Purchase Agreement]

IN WITNESS WHEREOF , the parties hereto have executed this First Amendment to Securities Purchase Agreement as of the date first written above.

	BUYER:

	By:
		Name:
		Title:

[Signature Page to First Amendment to Securities Purchase Agreement]