Item 7.01
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Regulation FD Disclosure.
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On March 24, 2017, Ener-Core,
Inc. (the “Company”) issued a press release announcing that it will hold a conference call on Thursday, April 13, 2017
at 4:30 p.m. Eastern Time to discuss the Company’s financial performance and operational and commercial developments for
the full year ended December 31, 2016, as well as its outlook for 2017. Management’s discussion will be followed by a question
and answer period. Instructions to access the conference call are set forth in the press release furnished as Exhibit 99.1 to this
Current Report, which is incorporated by reference herein, and are available in the Investor section of the Company’s website:
http://www.ener-core.com. The information contained in, or that can be accessed through the Company’s website, is not a part
of this Current Report on Form 8-K.
Various statements to be
made during the conference call will be “forward-looking statements” under the Safe Harbor Provision of the Private
Securities Litigation Reform Act of 1995. 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,” “outlook,” “designed” 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. These statements involve
risks, uncertainties, assumptions, and other factors, which, if they do not materialize or prove correct, could cause the Company’s
results to differ materially from historical results, or those expressed or implied by such forward-looking statements.
Important factors that
could cause actual results to differ materially from those reflected in the Company’s forward-looking statements include,
among others, the risk factors that are described in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2015, which is on file with the United States Securities and Exchange Commission (“SEC”)
and available on the SEC’s website at www.sec.gov. Additional factors may be set forth in those sections of the Company’s
forthcoming Annual Report on Form 10-K for the year ended December 31, 2016, to be filed with the SEC. In addition to the risks
described above and in the Company’s Annual Report(s) on Form 10-K and other filings with the SEC, other unknown or unpredictable
factors could affect the Company’s results.
There can be no assurance
that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they
will have the expected consequences or effects. Therefore, no assurance can be given that the outcomes stated in such forward-looking
statements and estimates will be achieved.
All written and verbal
forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to herein. The Company cautions investors not to rely too heavily on the forward-looking
statements the Company makes or that are made on its behalf. The information conveyed on the conference call will be provided only
as of the date of the call, and the Company undertakes no obligation, and specifically declines any obligation, to update or revise
publicly any forward-looking statements made during the call after the date thereof, whether as a result of new information, future
events or otherwise.
As provided in General
Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.