Amended Statement of Ownership (sc 13g/a)
February 08 2019 - 1:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Ener-Core, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per
share
(Title of Class of Securities)
29272A206
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of
this Statement)
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).
CUSIP
No.
29272A206
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
|
|
|
403,167
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
403,167
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
403,167
(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)
|
|
|
|
8
.8%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
CUSIP
No.
29272A206
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
|
|
|
403,167
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
403,167
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
403,167
(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)
|
|
|
|
8
.8%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
CUSIP
No.
29272A206
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
Delaware
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
|
|
0
|
|
6.
|
Shared
Voting Power
|
|
|
403,167
|
|
7.
|
Sole
Dispositive Power
|
|
|
0
|
|
8.
|
Shared
Dispositive Power
|
|
|
|
403,167
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
403,167
(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)
|
|
|
|
8
.8%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
OO
|
This Amendment No. 1
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “
SEC
”) on July 10, 2018 (the “
Schedule 13G
”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
Item 1.
(b) Address of Issuer’s Principal
Executive Offices
30100 Town Center Drive, Suite
O-209
Laguna Niguel, California 92677
(a) and (b):
As of the
close of business on December 31, 2018, each of the Reporting Persons may have been deemed to have beneficial ownership of 403,167
shares of Common Stock, which consisted of (i) 67,223 shares of Common Stock held by Intracoastal, (ii) 291,500 shares of Common
Stock issuable upon conversion of the Note and (iii) 44,444 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1, and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 8.8% of the Common Stock,
based on (1) 4,256,393 shares of Common Stock outstanding as of November 18, 2018 as reported to the Reporting Persons by the Issuer,
plus (2) 291,500 shares of Common Stock issuable upon conversion of the Note and (3) 44,444 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 1. The foregoing excludes (I) 62,500 shares of Common Stock issuable upon exercise of 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 9.99% of the Common Stock, (II) 1,000 shares of Common Stock issuable upon exercise of 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, (III) 1,000 shares of Common Stock issuable upon exercise of 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, (IV) 4,396 shares of Common Stock issuable upon exercise of 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 (V) 10,000 shares of Common Stock issuable upon exercise of 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 482,063 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:
403,167
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
403,167
.
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: February 8, 2019
|
/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
|