Current Report Filing (8-k)

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): August 3, 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):

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

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

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

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

Item 7.01 Regulation FD.

On August 3, 2015 and on August 10, 2015, the registrant issued press releases announcing satisfaction of certain performance and payment milestones under its previously announced commercial relationship with Dresser-Rand Company, attached as Exhibits 99.1 and 99.2, respectively.

The information in this Item 7.01, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Press Release of Ener-Core, Inc., dated August 3, 2015
99.2		Press Release of Ener-Core, Inc., dated August 10, 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: August 13, 2015	By:	/s/ Domonic J. Carney
		Domonic J. Carney Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release of Ener-Core, Inc., dated August 3, 2015
99.2		Press Release of Ener-Core, Inc., dated August 10, 2015

Exhibit 99.1

Ener-Core Power Oxidizer Successfully Passes Sub Scale Acceptance Test Milestone

Allows Pacific Ethanol Project to Proceed; Enables Ener-Core’s License Partner Dresser-Rand to Begin Quoting and Closing Additional Purchase Orders

IRVINE, CA – August 3, 2015 – Ener-Core, Inc. (OTCQB: ENCRD) announced that it has successfully achieved all of the Sub Scale Acceptance Test (SSAT) criteria required by Dresser-Rand with regard to scaling up Ener-Core’s Power Oxidizer technology to the 1.75-2 MW size/power capacity.

Since January 2015, Ener-Core and Dresser-Rand engineers have been working together to scale up Ener-Core’s Power Oxidizer and integrate it with Dresser-Rand’s KG2-3G gas turbine. The first two integrated systems are intended for delivery to Pacific Ethanol in 2016, as part of an innovative co-generation plant that will utilize the plant’s waste gases as fuel. This Sub-Scale Acceptance Test is the first critical milestone of this project.

The test was conducted at Ener-Core’s Multi-Fuel Test Facility (MFTF). Ener-Core and Dresser-Rand management teams will organize and host a “Technology Day” for prospective customers at Ener-Core’s headquarters to demonstrate this new technology for generating power from waste gases.

Ener-Core’s CEO, Alain Castro, said, “I’m proud and humbled to be working with this team of talented engineers. A lot of long hours were put into this effort, and the achievement of this critical milestone serves to validate that we are on the right path. Many alternative power technologies have struggled to make the leap from the smaller, kilowatt-level systems, to the larger megawatt systems. It’s an important step for us, as the economics and the financial payback that can be achieved with the larger systems are far better than the economics on the smaller systems, and hence it’s no surprise that we see many prospective customers interested in this larger system. What we are achieving here is a true breakthrough for the power industry as well as for the environment, and after achieving this rigorous milestone, I’m pleased to say that we are on our way to scaling our system up to 1.75 MW.”

Pierre Dumas, Dresser-Rand’s Vice President Strategic Business Development and Commercialization, said, “All of us on the Dresser-Rand team have been thoroughly impressed with the efforts of the engineering team at Ener-Core. The Sub-Scale Acceptance Test criteria were very rigorous, and their system successfully met all of the test requirements and we are encouraged by the results. Our initial intention is to integrate this technology in our rugged, high-efficiency new generation KG2-3G gas turbine. We are looking forward to our ongoing efforts with Ener-Core to commercialize more of these groundbreaking systems. In addition to Dresser-Rand’s innovative spirit which enables us to deliver unparalleled value through leading-edge technology and creative solutions, we have excellent project management capabilities and the ability to deliver turnkey power solutions to our clients.”

About Ener-Core

Irvine, California-based Ener-Core, Inc. (ENCR) designs, develops, 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 turns one of the most potent pollution sources into a profitable source of base-load clean energy. Ener-Core’s technology offers an alternative to the flaring (burning) of gaseous pollution while generating operating efficiencies and reducing the costs of compliance with 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, Inc., 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 “can,” “may,” “scheduled, "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:

Media
For Ener-Core
Dian Griesel Int’l.
Enrique Briz, 212-825-3210
or
Investors
Cheryl Schneider, 212-825-3210
or
Mahoney Communications Group
Colin Mahoney, 617-970-4418
colin@mahoneycommunications.com

Exhibit 99.2

Ener-Core Receives $2.1 Million Purchase Order and Initial License Payment from Dresser-Rand

Purchase Order Is for Two Units of Ener-Core’s Next-Generation Power Oxidizers, to Be Integrated with Dresser-Rand’s KG2-3G Gas Turbine

License Payment Related to Ener-Core’s Commercial License Agreement Signed with Dresser-Rand in Q4 2014

IRVINE, CA – August 10, 2015 – On August 5, 2015, Ener-Core, Inc. (OTCQB: ENCR) received a purchase order, valued at $2.1 million, for two of Ener-Core’s next-generation Power Oxidizers, in the larger 1.5-2MW power capacity. The purchase order calls for the delivery of the Power Oxidizers to Dresser-Rand for subsequent integration into Dresser-Rand’s KG2-3G/PO Power-station, and represents the first commercial order of the system.

Further, Ener-Core also received the initial license payment from Dresser-Rand, a Siemens Business, as part of the license amount previously announced, within the Commercial License Agreement executed between both parties in November 2014.

Separately, on August 3, Ener-Core publicly announced the success of the Sub Scale Acceptance Test (“SSAT”), which was recently conducted by the Company, approved by Dresser-Rand, and is considered a vital technical step in the scale-up effort, enabling Ener-Core’s license partner Dresser-Rand to begin quoting and closing additional purchase orders.

“This has been an exciting time at Ener-Core as we begin the commercial phase of our agreement with Dresser-Rand. Receiving the initial purchase order for our first two next-generation Power Oxidizers as well as the first license fee payment are truly significant steps for Ener-Core and are a powerful validation by a well-established partner of the commercial viability of our technology and our ability to scale up our solution from 250KW to 1.5-2MW,” said Alain Castro, CEO of Ener-Core. “We are now able to fully engage with Dresser-Rand’s global sales and marketing team and begin the full commercial efforts for our 1.5-2MW systems. Our commercial team looks forward to this new phase of our commercial deployment with Dresser-Rand’s sales teams all over the world.”

Pierre Dumas, Dresser-Rand’s Vice President Strategic Business Development and Commercialization, said, “We look forward to presenting our global customer base with Ener-Core’s Power Oxidation technology, securing new project opportunities and expanding our relationship.”

About Ener-Core

Irvine, California-based Ener-Core, Inc. designs, develops, 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 turns one of the most potent pollution sources into a profitable source of base-load clean energy. Ener-Core’s technology offers an alternative to the flaring (burning) of gaseous pollution while generating operating efficiencies and reducing the costs of compliance with environmental regulations.

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, Inc., 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: