Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
August 14 2018 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File Number
001-37642
CUSIP
Number
29272A206
(Check
One):
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☐
Form 10-K
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☐
Form 20-F
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☐
Form 11-K
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☒
Form 10-Q
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☐
Form 10-D
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☐
Form N-SAR
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☐
Form N-CSR
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For
Period Ended:
June 30, 2018
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For
the Transition Period Ended: ________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART
I—REGISTRANT INFORMATION
Ener-Core,
Inc.
Full
Name of Registrant
_____________________________
Former
Name if Applicable
8965
Research Drive
Address
of Principal Executive Office
(Street and Number)
Irvine,
California 92618
City,
State and Zip Code
PART
II—RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III—NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
(Attach
extra Sheets if Needed)
The
Registrant was unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 by the prescribed date
without unreasonable effort or expense due to delays experienced by the Registrant’s independent registered public accounting
firm in completing its review of the Registrant’s financial statements and related supporting documentation. The Registrant
plans to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, as set forth in Rule 12b-25(b)
under the Securities Exchange Act of 1934, as amended.
PART
IV—OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
Domonic
J. Carney
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(949)
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732-4400
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required
to file such report(s) been filed? If answer is no, identify report(s).
Yes ☒ No ☐
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ☒ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
A
reasonable estimate of the financial results for the three and six months ended June 30, 2018 cannot be made due a delay in the
review of the Registrant’s financial results by its independent registered public accounting firm, including a review of
the Registrant’s accounting for its June 2018 debt financing.
Ener-Core,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August
14, 2018
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/s/
Domonic J. Carney
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By:
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Domonic
J. Carney
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Title:
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Chief
Financial Officer
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