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):
September 26, 2016
ENER-CORE,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37642
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45-0525350
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(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 Entry into a Material Definitive Agreement.
On
November 14, 2014, Ener-Core, Inc. (the “Company”), through its wholly-owned subsidiary Ener-Core Power, Inc., a Delaware
corporation (the “Subsidiary”), entered into a Commercial License Agreement (the “CLA) with the Dresser-Rand
Company (“D-R”). Through September 26, 2016, under the terms and conditions of the CLA and pursuant to the terms of
an Escrow Agreement, dated May 4, 2015, with JPMorgan Chase Bank, N.V., as the escrow agent (the “Escrow Agent”),
D-R has made cash payments into an escrow account in the aggregate amount of $1,600,000, from which it has withdrawn $500,000
for reimbursement of certain engineering costs. Effective as of September 26, 2016, the Company, through its Subsidiary, entered
into a Fourth Amendment to the CLA (the “Fourth Amendment”), which authorizes the Escrow Agent to release the remaining
$1,100,000 to the Company, through its Subsidiary, or its assigns. The Fourth 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 the Fourth Amendment does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 26, 2016, the Company’s stockholders approved an amendment (the “2015 Plan Amendment”) to the
Ener-Core, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan Amendment increased the number of
shares authorized under the 2015 Plan from 300,000 to 600,000 shares of the Company’s common stock. As described in
Item 5.07 below, the Company’s stockholders approved the 2015 Plan Amendment at the Company’s 2016 Annual Meeting
of Stockholders held on September 26, 2016 (the “Annual Meeting”). The 2015 Plan Amendment is attached as Exhibit
10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the 2015 Plan
Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
September 26, 2016, the Company’s stockholders approved four proposals that were presented at the Annual Meeting, a description
of which may be found in the Company’s Proxy Statement (the “Proxy Statement”). Of the 3,785,216 shares of Common
Stock outstanding as of the record date, 1,919,192 shares were represented at the Annual Meeting, which constituted a quorum.
The final voting results of the four proposals are set forth below.
Proposal
1—Election of Directors
All
of the six nominees identified in Proposal 1 as described in the Proxy Statement were elected. The voting results for the election
of directors are as follows:
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Nominee
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Alain
J. Castro
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1,117,404
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38,661
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763,127
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Michael
J. Hammons
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970,613
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185,452
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763,127
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Stephen
Markscheid
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1,123,155
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32,910
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763,127
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Jeffrey
A. Horn
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1,078,843
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77,222
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763,127
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Bennet
P. Tchaikovsky
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1,089,298
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66,767
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763,127
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Ian
C. Copeland
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1,141,645
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14,420
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763,127
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Proposal
2—Ratification of Independent Registered Public Accounting Firm
The
proposal seeking ratification of the appointment of SingerLewak LLP as the Company’s independent registered public accounting
firm was approved by the Company’s stockholders. The voting results are as follows:
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Votes
For
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1,913,431
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Votes
Against
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1,060
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Abstentions
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4,701
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Proposal
3—Approval of an Amendment to the Ener-Core, Inc. 2015 Omnibus Incentive Plan
The
proposal seeking approval of an amendment to the 2015 Plan was approved by the Company’s stockholders. The voting results
are as follows:
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Votes
For
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1,102,268
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Votes
Against
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30,244
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Abstentions
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23,553
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Broker
Non-Votes
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763,127
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Proposal
4—Advisory Vote to Approve Executive Compensation
The
proposal seeking approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
was approved by the Company’s stockholders. The voting results are as follows:
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Votes
For
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1,107,977
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Votes
Against
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26,152
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Abstentions
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21,936
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Broker
Non-Votes
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763,127
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No other items
were presented for stockholder approval at the Annual Meeting.
Item 8.01 Other
Events.
On
September 26, 2016, the Company issued a press release regarding the execution of the Fourth Amendment, which is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Commercial License Agreement, dated September 26, 2016, between Ener-Core Power, Inc. and Dresser-Rand Company
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10.2
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First
Amendment to Ener-Core, Inc. 2015 Omnibus Incentive Plan
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99.1
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Press
Release, dated September 26, 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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Dated: September
30, 2016
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ENER-CORE, Inc.
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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
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Exhibit
Number
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Description
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10.1
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Fourth
Amendment to Commercial License Agreement, dated September 26, 2016, between Ener-Core Power, Inc. and Dresser-Rand Company
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10.2
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First
Amendment to Ener-Core, Inc. 2015 Omnibus Incentive Plan
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99.1
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Press
Release, dated September 26, 2016
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5
Exhibit
10.1
Fourth
Amendment to Commercial License Agreement
This
Fourth Amendment to the Commercial License Agreement (this “
Fourth Amendment
”) is entered into effective as
of September 26, 2016 by and between Dresser-Rand Company, a New York general partnership (“
D-R
”) and Ener-Core
Power, Inc., a Delaware corporation (“
E-C
”).
Background
Information
A. D-R and E-C entered into a Commercial License Agreement effective as of November 14, 2014, which has been amended by a First Amendment
on March 17, 2015, a letter agreement dated September 17, 2015, and a letter agreement dated February 29, 2016 (collectively and
together with any attachments thereto, the “
Agreement
”).
B. Pursuant to the Agreement, D-R and E-C entered into an Escrow Agreement dated May 4, 2015 (the “
Escrow Agreement
”),
with JPMorgan Chase Bank, N.A. as the escrow agent (the “
Escrow Agent
”).
C. D-R and E-C desire to jointly authorize the Escrow Agent to release certain amounts from the Fund (as defined in the Escrow Agreement)
to certain parties, as set forth herein.
Now,
therefore, in consideration of the premises and the mutual covenants, terms and conditions set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, D-R and E-C hereby agree as follows:
1. Release of Escrow Funds
. The parties hereby agree and acknowledge that, pursuant to Section 3 of the Escrow Agreement, the
Escrow Agent is jointly authorized to release from the Fund the authorized amounts to the corresponding authorized recipients,
including third parties, as expressly set forth in Schedule 1 hereto. The parties will promptly execute joint written instructions
authorizing such releases in the form set forth in Exhibit A-1 of the Escrow Agreement.
2. No Other Amendment
. Except as provided for above, this Amendment does not further amend the terms of the Agreement, which
remains in full force and effect as currently written.
IN
WITNESS WHEREOF, E-C and D-R hereto have each caused this Fourth Amendment to be executed by them or in the name and on behalf
of each of them by one of their respective officers, thereunto duly authorized, as of the date written above.
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Ener-Core
Power, Inc.
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By:
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Name:
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Title:
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Dresser-Rand
Company
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By:
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Name:
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Title:
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Schedule
1: Authorized Amounts and Recipients
Exhibit 10.2
FIRST
AMENDMENT
TO
ENER-CORE,
INC.
2015
OMNIBUS INCENTIVE PLAN
In
accordance with those certain resolutions adopted by the Board of Directors and stockholders of Ener-Core, Inc., a Delaware corporation
(the “
Company
”), the 2015 Omnibus Incentive Plan (the “
Plan
”) of the Company is hereby amended
as follows:
1. Section
4.1 of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the
Plan as follows:
“
4.1.
Authorized
Number of Shares.
Subject
to adjustment under
Section 15
, the aggregate number of shares of Common Stock that may be initially issued pursuant to
the Plan is 600,000. In addition, Shares underlying any outstanding award granted under the Prior Plan that, following the Effective
Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of Shares shall be available for the
grant of new Awards. As provided in
Section 1
, no new awards shall be granted under the Prior Plan following the Effective
Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, treasury Shares or Shares
purchased on the open market or otherwise, all as determined by the Board from time to time.”
2. Unless
otherwise expressly provided for in this First Amendment to the Plan (the “
First Amendment
”), all capitalized
words, phrases, or defined terms used in this First Amendment will have the same meaning ascribed to them in the Plan.
3. Except
as expressly set forth in this First Amendment, there have been no other changes or modifications to the Plan, and the Plan remains
otherwise unchanged and in full force and effect.
4. This
First Amendment shall be effective as of September 26, 2016.
I
hereby certify that the Plan was duly amended and such First Amendment has been duly approved by the Board of Directors of the
Company as of August 22, 2016 and such First Amendment has been duly approved by the stockholders of the Company as of September
26, 2016.
[
Signature
Page
Follows
]
IN
WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed effective as of the date set forth above.
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ENER-CORE, INC.,
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A Delaware corporation
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By:
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Domonic
J. Carney, Chief Financial Officer
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Exhibit
99.1
Ener-Core
Receives $1.1 Million from the Dresser-Rand Business
Substantial
Progress Achieved on Integration Testing of 2 MW Power Oxidizer System with KG2 Gas Turbine
IRVINE,
Calif. – September 26, 2016 - Ener-Core, Inc. (OTCQB: ENCR), a developer of innovative gas conversion technologies for global
commercial and industrial facilities, and the Dresser-Rand business, part of Siemens Power and Gas Division, have achieved substantial
integration of Ener-Core’s 2 megawatt Power Oxidizer with the Dresser-Rand KG2 gas turbine. As a result, the Dresser-Rand
business has released its previously agreed $1.1 million escrow payment to Ener-Core.
The
integrated product resulting from this effort will enable the Dresser-Rand business, as a licensor of Ener-Core’s technology,
to provide customers from a wide range of industries with a first-of-kind solution that can reduce air pollution by enabling industrial
sites to convert their low-quality waste gases directly into useful clean power, heat and steam.
The
Ener-Core Power Oxidizer replaces traditional combustion chambers within gas turbines, and represents a significant new component
within the integrated KG2 gas turbine. The Dresser-Rand business and Ener-Core engineering teams have worked collaboratively on
this effort for 18 months and are nearing completion of an extensive testing regime that covers component-specific testing as
well as a full integration test.
The
Power Oxidizer and all other system components from the KG2 gas turbine have surpassed some of the most challenging integration
hurdles. The test system has performed very close to the required system specifications; the engineering teams from both companies
have identified a few additional integration tasks that are expected to further improve the overall system performance. These
remaining integration tasks are typical within the final testing phase of this sort of technology integration project and the
teams expect to implement these remaining improvements before the end of the calendar year.
As
a result of this significant progress, the Dresser-Rand business has approved the release of $1.1 million from a joint escrow
account to Ener-Core, for the completion of the integration tasks and commissioning of two units later this year at the site of
the Dresser-Rand business’ first customer for this technology and integrated product offering.
Paulo
Ruiz, Vice President of Commercialization for the Dresser-Rand business said: “We congratulate our joint engineering teams
for the progress made over the last 18 months and are confident that they will implement the system advancements allowing the
Dresser-Rand business the ability to bring this innovative technology to market for its clients. We are also energized by the
high level of commercial momentum that our global sales teams have achieved with this new product offering, and look forward to
begin securing additional sales orders for this innovative solution across a wide range of industries.”
Alain
Castro, CEO of Ener-Core commented: “We would like to take this opportunity to applaud our engineering teams as well as
the Dresser-Rand business’ engineering teams in the U.S. and Europe. The scale up of Ener-Core’s technology from 250kW
to a 2 MW capacity has gone well, and is a testament to the quality of engineering talent on our team. The integration of our
Power Oxidizer technology into a complex engineering product such as a gas turbine has been equally crucial, and is the result
of the effective teamwork of a wide range of engineers from both of our companies working as one team across multiple countries
over the last 18 months. We look forward to the official Full-Scale Acceptance Test completion expected in October after minor
integration tasks to improve the overall performance of the integrated system.”
About
Ener-Core
Irvine,
California-based Ener-Core, Inc. (OTCQB: ENCR) designs, manufactures and has commercially deployed unique systems that generate
base load, clean power from polluting waste gases including methane. Ener-Core's patented Power Oxidizer turns one of the most
potent pollution sources into a profitable, "always on" source of clean energy. Ener-Core's technology offers an alternative
to the flaring (burning) of gaseous pollution while generating operating efficiencies and reducing the costs of compliance with
environmental regulations. Ener-Core offers the 250kW Ener-Core EC250 and the larger, 2MW Ener-Core Powerstation KG2-3GEF/PO.
For more information, please visit www.ener-core.com.
About
the Dresser-Rand Business
The
Dresser-Rand business, part of Siemens Power and Gas (PG), is a leading supplier of mission-critical, high-speed rotating equipment
solutions to the worldwide oil, gas, petrochemical, and process industries. As part of the global Siemens family, the Dresser-Rand
business offers an equipment portfolio that includes turbo and reciprocating compressors; steam turbines; industrial and aero-derivative
gas turbines; high-speed engines; and modular power substations. With the world's largest installed base, one of the world's largest
technical support and service center networks, and a presence in more than 150 countries worldwide, the Dresser-Rand business
delivers local solutions and services on a global scale. For more information, please visit www.dresser-rand.com.
Cautionary
Statement Regarding Forward-Looking Statements
Forward-looking
statements contained in this press release are made under the Safe Harbor Provision of the Private Securities Litigation Reform
Act of 1995. Information provided by Ener-Core, Inc., such as online or printed documents, publications or information available
via its website may contain forward-looking statements that involve risks, uncertainties, assumptions, and other factors, which,
if they do not materialize or prove correct, could cause its results to differ materially from historical results, or those expressed
or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could
be deemed forward-looking statements, including statements containing the words "planned," "expects," "believes,"
"strategy," "opportunity," "anticipates," and similar words. These statements may include, among
others, plans, strategies, and objectives of management for future operations; any statements regarding proposed new products,
services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statements
of assumptions underlying any of the foregoing. The information contained in this release is as of the date of this press release.
Except as otherwise expressly referenced herein or required by law, Ener-Core assumes no obligation to update forward-looking
statements.
Media
and Investor Relations:
MZ Group
Chris Tyson
Managing Director - MZ North America
Direct: 949-491-8235
ENCR@mzgroup.us
www.mzgroup.us