Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
|
|
|
|
Mitchell P. Kopin
|
|
|
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
United States of America
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
454,166
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive Power
|
454,166
|
|
|
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
|
454,166 (see Item 4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
9
.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
|
|
1.
|
Names of Reporting Persons.
|
|
|
|
Daniel B. Asher
|
|
|
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
United States of America
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
454,166
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive Power
|
454,166
|
|
|
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
|
454,166 (see Item
4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
9.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN; HC
|
|
|
1.
|
Names of Reporting Persons.
|
|
|
|
Intracoastal Capital 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
United States of America
|
|
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
454,166
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive Power
|
454,166
|
|
|
|
|
9.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
|
|
|
|
454,166 (see Item
4)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
|
|
|
|
9.99% (see Item 4)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
OO
|
|
|
Item 1.
(a) Name of Issuer
Ener-Core,
Inc.
(the “
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
8965 Research Dr., Suite 100
Irvine, California 92618
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and
Mr. Asher, collectively the “
Reporting Persons
”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.0001 par value per share, of the Issuer
(the “
Common Stock
”).
(e) CUSIP Number
29272A206
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4.
Ownership.
(a) and (b):
As of the
close of business on July 10, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership of 454,166
shares of Common Stock, which consisted of (i) 14,347 shares of Common Stock held by Intracoastal and (ii) 439,819 shares of Common
Stock issuable upon conversion of a senior secured convertible note held by Intracoastal (the “
Note
”), and all
such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on
(1) 4,106,393 shares of Common Stock outstanding as of July 6, 2018 as reported to the Reporting Persons by the Issuer, plus (2)
439,819 shares of Common Stock issuable upon conversion of the Note. The foregoing excludes (I) 4,625 shares of Common Stock issuable
upon conversion of the Note because the Note contains a blocker provision under which the holder thereof does not have the right
to convert the Note to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder,
of more than 9.99% of the Common Stock, (II) 44,444 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal
(“
Intracoastal Warrant 1
”) because Intracoastal Warrant 1 contains a blocker provision under which the holder
thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock
would or could be aggregated with the holder, of more than 9.99% of the Common Stock, (III) 62,500 shares of Common Stock issuable
upon exercise of a second warrant held by Intracoastal (“
Intracoastal Warrant 2
”) because Intracoastal Warrant
2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any
other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of
the Common Stock, (IV) 1,000 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“
Intracoastal
Warrant 3
”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be
aggregated with the holder, of more than 4.99% of the Common Stock, (V) 1,000 shares of Common Stock issuable upon exercise of
a fourth warrant held by Intracoastal (“
Intracoastal Warrant 4
”) because Intracoastal Warrant 4 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to
the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose
beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock,
(VI) 4,396 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (“
Intracoastal Warrant
5
”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated
with the holder, of more than 4.99% of the Common Stock, and (VII) 10,000 shares of Common Stock issuable upon exercise of a sixth
warrant held by Intracoastal (“
Intracoastal Warrant 6
”) because Intracoastal Warrant 6 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 6 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial
ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock. Without such
blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 582,131 shares of Common
Stock.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power to vote or to direct the vote:
454,166
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
454,166
.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable.
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: July 10, 2018
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: July 10, 2018
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|