ENCR Ener Core Inc (CE)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 6, 2015

 

ENER-CORE, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		333-173040		45-0525350
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

9400 Toledo Way
Irvine, California 92618

(Address of principal executive offices) (Zip Code)

 

(949) 616-3300

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.03

Material Modification to Rights of Security Holders.

 

The Board of Directors of Ener-Core, Inc., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), as well as the Company’s authorized shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of which no shares are issued and outstanding (together, the “Stock”), at a ratio of 1-for-50 (the “Reverse Stock Split”). On July 7, 2015, the Company issued a press release announcing the Reverse Stock Split and FINRA’s approval thereof. The Company anticipates that the Reverse Split will be effective as of 12:01 a.m. Eastern Time on July 8, 2015 (the “Effective Date”). A copy of the press release is filed herewith as Exhibit 99.1.

 

Reasons for the Reverse Stock Split

 

The Company will effect the Reverse Stock Split in connection with its application to list its Common Stock on a national securities exchange. As of the date of this report, the Common Stock is quoted for trading on the OTCQB tier of the OTC Market and has not been approved for listing on any other securities exchange, and any such listing may never occur. The Company’s proposed listing on a national securities exchange is subject to review by such exchange and dependent upon the Company satisfying all relevant quantitative and qualitative listing criteria of such exchange. As such, there can be no assurance that such exchange will approve the Company’s application for listing.

 

Effects of the Reverse Stock Split

 

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective with FINRA as of the close of business on July 7, 2015 and the Common Stock will begin trading on a split-adjusted basis at the open of business on the Effective Date. On the Effective Date, the trading symbol for the Common Stock will change to “ENCRD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “ENCR.” In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 29272A 206.

 

Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 50. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split, determined at the beneficial owner level by share certificate. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of common stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.

 

 

Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 50 and multiplying the exercise or conversion price thereof by 50, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plans.

 

Certificated and Non-Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, VStock Transfer, LLC (“VStock”), at the address set forth below. VStock will issue a new stock certificate reflecting the Reverse Stock Split to each requesting stockholder. VStock can be contacted at (212) 828-8436.

 

VStock Transfer, LLC

18 Lafayette Place

Woodmere, NY 11598

 

Nevada State Filing. The Company effected the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on July 6, 2015, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. The Certificate will become effective at 12:01 a.m. Eastern Time on the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval is required. Pursuant to NRS Section 78.207, the Company may effect the Reverse Stock Split without stockholder approval if (i) both the number of authorized shares of the Stock and the number of issued and outstanding shares of the Stock are proportionally reduced as a result of the Reverse Stock Split, (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (iii) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with such requirements.

 

 

Capitalization. As of July 1, 2015, the Company was authorized to issue 200,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, there were 123,193,755 shares of Common Stock and no shares of Preferred Stock issued and outstanding. As a result of and immediately following the effect of the Reverse Stock Split, the Company will be authorized to issue 4,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, there will be approximately 2,463,919 shares of Common Stock and no shares of Preferred Stock issued and outstanding (subject to adjustment due to the treatment of fractional shares). The Reverse Stock Split will have no effect on the par value of the Stock.

 

Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Stock will be substantially unaffected by the Reverse Stock Split.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, and include statements regarding the proposed Effective Date of the Reverse Split. Any forward-looking statements contained herein are based on current expectations, and are subject to a number of risks and uncertainties. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Additional risk factors are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and other filings the Company makes with the Securities and Exchange Commission, including quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking statements included in this Current Report on Form 8-K are made as of the date hereof, based on information available to the Company as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements, except as required by law.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit		Description
3.1		Certificate of Change of Ener-Core, Inc., dated July 6, 2015
99.1		Press Release of Ener-Core, Inc., dated July 7, 2015

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ENER-CORE, Inc.
Dated:  July 8, 2015
	By:	/s/ Domonic J. Carney
		Domonic J. Carney Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
3.1		Certificate of Change of Ener-Core, Inc., dated July 6, 2015
99.1		Press Release of Ener-Core, Inc., dated July 7, 2015

 

 

6

 

Exhibit 3.1

 

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201		Filed in the office of	Document Number
	(775) 684-5708		/s/ Barbara K. Cegavske	20150308482-73
	Website: www.nvsos.gov		Barbara K. Cegavske	Filing Date and Time
			Secretary of State	07/06/2015 8:00 AM
			State of Nevada	Entity Number
Certificate of Change Pursuant				E0203082010-9
to NRS 78.209

 

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE FOR  OFFICE USE ONLY

 

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporation

 

1. Name of the corporation:

Ener-Core, Inc.

 

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

200,000,000 shares of Common Stock, par value $0.0001 per share; and

50,000,000 shares of Preferred Stock, par value $0.0001 per share

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

4,000,000 shares of Common Stock, par value $0.0001 per share; and

1,000,000 shares of Preferred Stock, par value $0.0001 per share

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

One (1) share of Common Stock will be issued in exchange for every issued and outstanding fifty (50) shares of Common Stock

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

All fractional shares of Common Stock will be rounded up to the nearest whole share

 

7. Effective date of filing: (optional)           Date:        July 8, 2015       Time:        12:01 AM ET

(must not be later than 90 days after the certificate is filed)

 

8. Signature: (required)
X /s/ Domonic J. Carney	Chief Financial Officer
Signature of Officer	Title

 

IMPORTANT: Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.	Nevada Secretary of State Stock Split
	Revised: 1-5-15

 

Exhibit 99.1

 

 

 

 

Ener-Core Announces Reverse Stock Split in Preparation for Proposed Uplisting to a National Securities Exchange

 

IRVINE, California, July 7, 2015—Ener-Core, Inc. (“Ener-Core” or “the company”) (OTCQB: ENCR), the world’s only provider of commercialized Power Oxidation technology and equipment that generates clean power from low-quality and waste gases from a wide variety of industries, today announced that it will effect a 1-for-50 reverse stock split of the company’s authorized, issued and outstanding common stock (the “Reverse Stock Split”) in preparation for its proposed listing of its common stock on a national securities exchange (the “Proposed Listing”). Both the Reverse Stock Split and the Proposed Listing are contractual obligations of Ener-Core pursuant to a Securities Purchase Agreement, dated April 22, 2015.

 

“We are pleased to complete the reverse split and proceed with our preparations to list on a national securities exchange,” said Alain Castro, Chief Executive Officer of Ener-Core. “We view these actions as important steps in advancing Ener-Core’s corporate development. We believe the proposed uplisting to a national exchange will help to enhance our visibility and may provide greater liquidity to our stock. In fulfilling the reverse split commitment under our recent Securities Purchase Agreement, we also reflect our appreciation for the continued support of our stockholders who participated in that transaction.”

 

The Reverse Stock Split became effective with the Financial Industry Regulatory Authority (“FINRA”) as of the close of business on July 7, 2015 and will become effective with the Secretary of State of the State of Nevada as of 12:01 a.m. Eastern Time on July 8, 2015. The company’s common stock will begin trading on a split-adjusted basis at the open of business on July 8, 2015.

 

At the effective time of the 1-for-50 Reverse Stock Split, every 50 shares of issued and outstanding common stock will be converted into 1 share of issued and outstanding common stock, and the authorized shares of common stock will be reduced from 200,000,000 to 4,000,000 shares. All fractional shares of common stock will be rounded up to the nearest whole share. Immediately after the Reverse Stock Split becomes effective, Ener-Core will have approximately 2,463,919 shares of common stock outstanding.

 

Ener-Core’s common stock will trade under the ticker symbol “ENCRD” for a period of 20 business days after the Reverse Stock Split has been effected in the marketplace, and the common stock will also trade under a new CUSIP number of 29272A 206. Before any listing of the common stock on a national securities exchange can occur, Ener-Core will need to prepare, file and receive approval of an application for such listing after the Reverse Stock Split is completed. The company’s Proposed Listing is subject to review by such exchange and dependent upon the company satisfying all relevant quantitative and qualitative listing criteria of such exchange. As such, there can be no assurance that such exchange will approve the company’s application for listing.

 

 

 

Stockholders of record are not required to send in their current stock certificates or evidence of book-entry or other electronic positions for exchange. Following the effectiveness of the Reverse Stock Split, each stock certificate and book-entry or other electronic position representing issued and outstanding shares of the Ener-Core’s common stock will be automatically adjusted. Those stockholders holding common stock in “street name” will receive instructions from their brokers if they need to take any action in connection with the Reverse Stock Split. Stockholders should direct any questions concerning the Reverse Stock Split to their broker or Ener-Core’s transfer agent and register, VStock Transfer, LLC. VStock Transfer can be contacted at (212) 828-8436.

 

For additional information about the Reverse Stock Split and related administrative matters, see Ener-Core’s Current Report on Form 8-K filed July 7, 2015, available at www.sec.gov.

 

About Ener-Core

 

Irvine, California-based Ener-Core, Inc. (ENCR) designs, manufactures and has commercially deployed unique systems that generate base load, clean power from polluting waste gases including methane. Ener-Core’s patented Power Oxidizer is the only solution of its kind that turns one of the most potent pollution sources into a profitable, “always on” source of clean energy. Ener-Core’s technology offers a revolutionary alternative to the flaring (burning) of gaseous pollution while generating operating efficiencies and ensuring compliance with costly environmental regulations.

 

Ener-Core offers a variety of platforms including the 250kW Ener-Core Powerstation EC250 (“EC250”), the Ener-Core Power Oxidizer 333 KW Powerstation (“EC333”) and the larger counterpart, the 2MW Ener-Core Powerstation KG2-3GEF/PO.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Forward-looking statements contained in this press release are made under the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Information provided by Ener-Core, such as online or printed documents, publications or information available via its website may contain forward-looking statements that involve risks, uncertainties, assumptions, and other factors, which, if they do not materialize or prove correct, could cause its results to differ materially from historical results, or those expressed or implied by such forward-looking statements. 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,” 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. The information contained in this release is as of the date of this press release. Except as otherwise expressly referenced herein, Ener-Core assumes no obligation to update forward-looking statements.

 

CONTACT

 

Investor Relations:

Dian Griesel Int’l.

Enrique Briz

(212) 825-3210

or

Cheryl Schneider

(212) 825-3210