|
1.
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Names
of Reporting Persons
Brio
Capital Master Fund Ltd.
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|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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|
3.
|
SEC
Use Only
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|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
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|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
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5.
|
Sole
Voting Power
333,066
shares of common stock
(1) (2)
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|
6.
|
Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
333,066
shares of common stock
(1) (2)
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
333,066
shares of common stock
(1) (2)
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|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☒
See footnote (1)
below.
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11.
|
Percent
of Class Represented by Amount in Row (9)
8%
(3)
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|
12.
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Type
of Reporting Person (See Instructions)
CO
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(1) Brio
Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion
over securities held by the Brio Capital Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management
LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager
of Brio Capital Master Fund Ltd.
(2) Excludes
49,187 warrants to purchase shares of common stock on a 1:1 basis. Such warrants are currently not exercisable as Brio Capital
Master Fund, Ltd. currently holds more than 4.99% of the outstanding shares of common stock of Ener-Core, Inc. and such warrants
are not exercisable when the warrant holder, together with its affiliates, beneficially own in excess of 4.99% of the number of
shares of common stock outstanding immediately after giving effect to such exercise.
(3)
Percentage calculation is based on the number of shares of common stock outstanding, as reported in the Form S-1 ((the “Form
S-1”) File No. 333-215562) filed by the Issuer, and giving effect to the exercise/conversion of Reporting Persons, Warrants
and Convertible Notes.
|
1.
|
Names
of Reporting Persons
Brio
Capital Management LLC
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC
Use Only
|
|
4.
|
Citizenship
or Place of Organization
Delaware,
United States
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|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
333,066
shares of common stock
(4)(5)
|
|
6.
|
Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
333,066
shares of common stock
(4)(5)
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
333,066
shares of common stock
(4)(5)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☒
See footnote (2)
below.
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8%
(6)
|
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
(4) The
shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio
Capital Master Fund Ltd. and has the voting and investment discretion over securities held by the Brio Capital Master Fund Ltd.
Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf
of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management
LLC and Shaye Hirsch disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent
of any pecuniary interest therein.
(5) Excludes
49,187 warrants to purchase shares of common stock on a 1:1 basis. Such warrants are currently not exercisable as Brio Master
Capital Master Fund, Ltd. currently holds more than 4.99% of the outstanding shares of common stock of Ener-Core, Inc. and such
warrants are not exercisable when the warrant holder, together with its affiliates, beneficially own in excess of 4.99% of the
number of shares of common stock outstanding immediately after giving effect to such exercise.
(6) Percentage
calculation is based on the number of shares of common stock outstanding, as reported in the Form S-1 filed by the Issuer, and
giving effect to exercise/conversion of Reporting Person’s, Warrants and Convertible Notes.
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Item
1(a).
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Name
of Issuer
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|
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Ener-Core,
Inc. (the “Issuer”)
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Item
1(b).
|
Address
of the Issuer’s Principal Executive Offices
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|
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|
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940
Toledo Way
Irvine,
CA 92618
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Item
2(a).
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Names
of Persons Filing
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This
Schedule 13G is filed jointly by:
Brio
Capital Master Fund Ltd.
Brio
Capital Management LLC
The foregoing
persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with respect to
each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy
or completeness of the information furnished by another Reporting Person.
Each Reporting
Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of
any securities covered by this statement.
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Item
2(b).
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Address
of the Principal Business Office, or if none, Residence:
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|
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c/o
Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
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Item
2(c).
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Citizenship
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Brio Capital Master Fund Ltd. – Cayman Islands
Brio Capital Management LLC – United States
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Item
2(d).
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Title
of Class of Securities
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Common
Stock,
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Item
2(e).
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CUSIP
Number
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|
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|
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29272A206
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Item
3.
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If
this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether
the person filing is a:
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|
☐
|
(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
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|
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☐
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(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d)
Investment company registered under Section 8 of the Investment Company Act.
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☐
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(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
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☐
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(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
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☐
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(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
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☐
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(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
A Church Plan that is excluded from the definition of an investment company under Section 3
(c)(14)
of the Investment Company Act.
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☐
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(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
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Not
applicable
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Item
4.
|
Ownership
The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
|
Each Reporting
Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of
any securities covered by this statement.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
|
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Not
Applicable
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|
|
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|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
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|
|
|
|
Not
Applicable
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|
|
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|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
|
|
|
|
|
|
Not
Applicable
|
|
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group
|
|
|
|
|
|
Not
Applicable
|
|
|
|
|
Item
9.
|
Notice
of Dissolution of Group
|
|
|
|
|
|
Not
Applicable
|
|
|
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|
Item
10.
|
Certification
|
|
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under § 240.14a-11.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
January
23, 2017
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Brio
Capital Master Fund Ltd.,
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|
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a
Cayman Islands Exempted Company
|
|
|
|
|
|
By:
Brio Capital Management LLC, its Investment Manager
|
|
|
|
|
|
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By:
|
/s/
Shaye Hirsch
|
|
|
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Name:
|
Shaye
Hirsch
|
|
|
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Title:
|
Managing
Member
|
|
|
|
|
|
|
|
Brio
Capital Management LLC,
|
|
|
a
Delaware limited liability company
|
|
|
|
|
|
|
By:
|
/s/
Shaye Hirsch
|
|
|
|
Name:
|
Shaye
Hirsch
|
|
|
|
Title:
|
Managing
Member
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C.
1001)
EXHIBIT
1
JOINT
FILING AGREEMENT
Each
of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of Ener-Core, Inc. has been adopted
and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice
to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with respect to the obligations
to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written
notice thereof to each of the other persons signatory hereto, at the principal office thereof.
DATED:
January 23, 2017
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|
Brio
Capital Master Fund Ltd.,
|
|
|
a
Cayman Islands Exempted Company
|
|
|
|
|
|
By:
Brio Capital Management LLC, its Investment Manager
|
|
|
|
|
|
|
By:
|
/s/
Shaye Hirsch
|
|
|
|
Name:
|
Shaye
Hirsch
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
|
Brio
Capital Management LLC,
|
|
|
a
Delaware limited liability company
|
|
|
|
|
|
|
By:
|
/s/
Shaye Hirsch
|
|
|
|
Name:
|
Shaye
Hirsch
|
|
|
|
Title:
|
Managing
Member
|
7