Item
7.01
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Regulation
FD Disclosure.
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On
Thursday, April 13, 2017 at 4:30 p.m. Eastern Time, Ener-Core, Inc. (the “Company”) held a conference call 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. The conference call was previously broadly announced via a press release, which was also furnished
with a Current Report on Form 8-K, each dated March 24, 2017. A transcript of the conference call is provided as Exhibit 99.1
to this report and incorporated by reference herein. A replay of the conference call is also available through April 27, 2017:
Toll-free
replay number: 1-844-512-2921
International
replay number: 1-412-317-6671
Replay
ID: 9166135
Various
statements made during the conference call are “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, 2016, which is on file with the United States Securities and Exchange Commission (“SEC”)
and available on the SEC’s website at
www.sec.gov
.
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 is 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.