Item 1.01. Entry Into a Material Definitive Agreement.

Amendment to Existing Amended and Restated Senior Subordinated Secured Convertible Notes due 2018

As previously reported, on February 19, 2015, Enerpulse Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “2015 Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “2015 Investors”). Pursuant to the terms of the 2015 Purchase Agreement, the Company issued and sold to the 2015 Investors senior secured convertible notes in the aggregate original principal amount of $3,048,750, and warrants to purchase up to 7,621,875 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). On July 26, 2016, the Company and each of the 2015 Investors entered into senior secured convertible note amendment agreement and waiver and the Company, among other things, issued to the 2015 Investors amended and restated senior subordinated secured convertible notes in the aggregate original principal amount of $3,048,750 (the “First 2015 Amended and Restated Notes”).

On January 26, 2017, the Company and 2015 Investors holding 54% of the issued and outstanding First 2015 Amended and Restated Notes entered into senior subordinated secured convertible note amendment agreement and waiver (the “Second 2015 Amendment and Waiver”) and the Company, among other things, issued to the 2015 Investors amended and restated senior subordinated secured convertible notes in the aggregate original principal amount of $3,048,750 (the “Second 2015 Amended and Restated Notes”).

Pursuant to the Second Amendment and Waiver, 2015 Investors holding 54% of the issued and outstanding First 2015 Amended and Restated Notes, among other things:

Pursuant to the 2015 Second Amended and Restated Notes, among other things:

The foregoing descriptions of the Second 2015 Amended and Restated Notes and the Second 2015 Amendment and Waiver are summaries, and are qualified in their entirety by reference to such documents, which are attached hereto as Exhibit 4.1, and Exhibit 10.1, respectively, and are incorporated herein by reference.

Amendment to Existing Senior Subordinated Secured Convertible Notes due 2019

As previously reported, on July 26, 2016, the Company entered into a securities purchase agreement (the “2016 Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “2016 Investors”). Pursuant to the terms of the 2016 Purchase Agreement, the Company issued and sold to the 2016 Investors senior subordinated secured convertible notes in the aggregate original principal amount of $402,500 (the “2016 Notes”).

On January 26, 2017, the Company and 2016 Investors holding 79% of the issued and outstanding 2016 Notes entered into senior subordinated secured convertible note amendment agreement and waiver (the “2016 Amendment and Waiver”) and the Company, among other things, issued to the 2016 Investors amended and restated senior subordinated secured convertible notes in the aggregate original principal amount of $402,500 (the “2016 Amended and Restated Notes”).

Pursuant to the 2016 Amendment and Waiver, 2016 Investors holding 79% of the issued and outstanding 2016 Notes, among other things:

Pursuant to the 2016 Amended and Restated Notes, among other things:

The foregoing descriptions of the 2016 Amended and Restated Notes and the 2016 Amendment and Waiver are summaries, and are qualified in their entirety by reference to such documents, which are attached hereto as Exhibit 4.2, and Exhibit 10.2, respectively, and are incorporated herein by reference.

Securities Purchase Agreements

Passaic River Capital, LLC

On January 26, 2017, the Company entered into a securities purchase agreement (the “Passaic Purchase Agreement”) with Passaic River Capital LLC (“Passaic”). Pursuant to the terms of the Passaic Purchase Agreement, the Company issued and sold to Passaic a senior secured convertible note in the aggregate original principal amount of $37,500 (the “2017 Passaic Note”).

2017 Investors

On January 26, 2017, the Company entered into a securities purchase agreement (the “2017 Purchase Agreement”) with two accredited investors (the “2017 Investors). Pursuant to the terms of the 2017 Purchase Agreement, the Company issued and sold to the 2017 Investors senior subordinated secured convertible notes in the aggregate original principal amount of $56,000.00 (the “2017 Other Notes”).

In connection with the sale of the 2017 Passaic Note and the 2017 Other Notes, (i) the Company entered into a registration rights agreement with Passaic and the 2017 Investors (the “Registration Rights Agreement”), (ii) the Company and its subsidiary entered into a security and pledge agreement in favor of the collateral agent for Passaic and the 2017 Investors (the “Security Agreement”), and (iii) the subsidiary of the Company entered into a guaranty in favor of the collateral agent for the Passaic and the 2017 Investors (the “Guaranty”).

Each of the Passaic Purchase Agreement and the 2017 Purchase Agreement provides, among other things, that the Company will not (i) issue any securities from the period commencing on January 26, 2017 and ending on the 90 ^th day after such date, subject to certain exceptions, (ii) enter into a variable rate transaction at any time while the 2017 Passaic Note and the 2017 Other Notes are outstanding, or (iii) file any registration statement, or grant registration rights that can be exercised, prior to the earlier of (A) the date that a registration statement for the resale of all of the registrable securities covered by the Registration Rights Agreement becomes effective and remains in effect and (B) the date that such registrable securities are eligible for resale under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

Description of the 2017 Passaic Note and the 2017 Other Notes

Unless earlier converted or redeemed, the 2017 Passaic Note and the 2017 Other Notes will mature on January 27, 2020 (“Maturity Date”), subject to the right of Passaic or the 2017 Investors, as the case may be, to extend the date under certain circumstances. The 2017 Passaic Note bears interest at a rate of 12% per annum, subject to increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). The 2017 Other Notes bear interest at a rate of 15% per annum, subject to increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). Interest on the 2017 Passaic Note and the 2017 Other Notes is payable in arrears on the Maturity Date in shares of Common Stock or cash, at the Company’s option.

The payment of any and all of the principal amount of and interest on the 2017 Other Notes (and all other obligations thereunder) is subordinated and made junior to the payment of the principal amount, redemption premium, if any, all interest and any other amounts due on the 2017 Passaic Note and the 2016 Passaic Note. The payment of any and all of the principal amount of and interest on the Second 2015 Amended and Restated Notes (and all other obligations thereunder) and the 2016 Amended and Restated Notes (and all other obligations thereunder) are subordinated and made junior to the payment of the principal amount, redemption premium, if any, all interest and any other amounts due on the 2016 Passaic Note, the 2017 Passaic Note and the 2017 Other Notes.

All amounts due under the 2017 Passaic Note and the 2017 Other Notes are convertible at any time, in whole or in part, at the option of the noteholders into shares of Common Stock at a fixed, initial conversion price of $0.005 per share (the “Conversion Price”), which is subject to adjustment for stock splits, stock dividends, combinations or similar events. If and whenever after the closing the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price.

Subject to Passaic fulfilling certain conditions and subject to the beneficial ownership limits, Passaic may require the mandatory conversion of all or any principal portion of the 2017 Other Notes; provided that such mandatory conversion will only be effected by the Company if Passaic simultaneously delivers to the Company irrevocable executed notice of conversions with respect all of its then outstanding 2016 Passaic Note and the 2017 Passaic Note. Subject to the Company fulfilling certain conditions, including beneficial ownership limits in the case of the 2017 Investors, the Company may require the mandatory conversion of all or any principal portion of the 2017 Passaic Note and the 2017 Other Notes (accompanied by a cash payment to the noteholders of an amount equal to all accrued and unpaid interest and all interest that would have accrued on such principal through the Maturity Date) if the closing price of the Common Stock for any 20 trading days during any 30 consecutive trading day period equals or exceeds $0.03, as adjusted for stock splits, stock dividends, combinations or similar events.

A 2017 Note may not be converted and shares of Common Stock may not be issued under the July Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99%, at the election of the holder made as of the Closing, of the outstanding shares of common stock. At each holder’s option, the cap may be raised or lowered to any other percentage not in excess of 4.99%, except that any increase will only be effective upon 61-days’ prior notice to the Company.

The 2017 Passaic Note and the 2017 Other Notes contain certain covenants and restrictions, including, among others, that, for so long as the 2017 Passaic Note and the 2017 Other Notes are outstanding, the Company will not (i) incur any indebtedness or permit liens on its properties or assets other than permitted indebtedness and permitted liens under the 2017 Passaic Note and the 2017 Other Notes, as applicable, (ii) redeem or repay any indebtedness while an event of default has occurred and is continuing under the Passaic Note and the 2016 Notes or if such redemption or repayment will result in an event of default under the 2017 Passaic Note and the 2017 Other Notes, as the case may be, or (iii) redeem equity interests or pay cash dividends. Events of default under the 2017 Passaic Note and the 2017 Other Notes include, among others, failure to pay principal or interest on the Second 2015 Amended and Restated Notes, the 2016 Amended and Restated Notes, the 2017 Passaic Note and the 2017 Other Notes, failure to file and maintain an effective registration statement, or comply with certain covenants under the 2017 Passaic Note and the 2017 Other Notes.

Registration Rights Agreement

In connection with the Passaic Purchase Agreement and the 2017 Purchase Agreement, the Company entered into the Registration Rights Agreement with Passaic and the 2017 Investors pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) to register 125% of the Shares and the shares of Common Stock issuable upon conversion of the 2017 Passaic Note and the 2016 Notes. Pursuant to the Registration Rights Agreement, the Company is required to file the registration statement by the 90 day after the Closing Date and to use its reasonable best efforts for the registration statement to be declared effective by the earlier of (i)(A) 90 calendar days after the Closing if the registration statement is not subject to a full review by the SEC or (B) 150 calendar days if the registration statement is subject to full review by the SEC and (ii) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed or is not subject to further review. If the Company is unable to meet its obligations to file, obtain and maintain effectiveness of the registration statement under the Registration Rights Agreement, it may be required to pay certain cash damages to holders of the 2017 Passaic Note and the 2017 Other Notes.

Security Agreement and Guaranty

The obligations of the Company under the 2017 Passaic Note and the 2017 Other Notes are secured by all of the assets of the Company and its subsidiary (the “Collateral”) pursuant to the terms of the Security Agreement which confers on Passaic and the 2017 Investors a first-priority security interest in the Collateral, subject to permitted liens which may have priority over such security interest. The Security Agreement also contains customary representations, warranties and covenants. In addition, all of the obligations of the Company under the Passaic Note and the 2016 Notes are guaranteed by the Company’s subsidiary pursuant to the terms of the Guaranty.

The foregoing descriptions of the 2017 Passaic Note, the 2017 Other Notes, the Passaic Purchase Agreement, the 2017 Purchase Agreement, the Registration Rights Agreement, the Security Agreement and the Guaranty are summaries, and are qualified in their entirety by reference to such documents, which are attached hereto as Exhibit 4.3, Exhibit 4.4, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively, and are incorporated herein by reference.