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

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~Earliest Event Reported): June 14, 2019

~~Date of Report (Date of earliest event reported): June 3, 2019~~______________

ENER-CORE, INC.

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware		001-37642		45-0525350
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

______________


Delaware	001-37642	45-0525350
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

30100 Town Center Dr, Suite O-209

Laguna Niguel, California 92677

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(949) 732-4400

(Registrant’s ~~telephone~~ ~~number~~Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~Not Applicable~~N/A

(Former ~~name~~ Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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):______________

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

☐¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

☐¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate by~~¨ ~~check~~Pre-commencement ~~mark~~communications ~~whether~~pursuant ~~the~~to ~~registrant is an emerging growth company as defined in as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c).)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENCR	OTC

~~Item 1~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~2015 and~~Emerging ~~2016~~growth ~~Amendment~~company ~~Agreements and Waivers~~þ

~~Effective as~~If ofan ~~May~~emerging ~~31,~~growth ~~2019 and on June 3~~company, ~~2019,~~indicate ~~Ener-Core,~~by ~~Inc.~~check ~~(the~~mark ~~“Company”)~~if ~~and certain investors holding convertible senior secured notes issued in April and May 2015 (~~the ~~“2015~~registrant ~~Notes”)~~has ~~and~~elected ~~December~~not ~~2016~~to ~~(the~~use ~~“2016 Notes”) executed amendment agreements and waivers (~~the ~~“2015~~extended ~~Amendment~~transition ~~Agreements”~~period ~~and~~for ~~“2016~~complying ~~Amendment~~with ~~Agreements”, respectively,~~any ~~and~~new ~~together,~~or ~~the~~revised ~~“Amendment~~financial ~~Agreements”).~~accounting ~~The~~standards ~~Amendment~~provided ~~Agreements~~pursuant ~~extend all May 31, 2019 dates~~ to ~~June~~ ~~30,~~Section ~~2019~~13(a) ~~and~~of ~~all~~the ~~June~~Exchange ~~1, 2019 dates to July 1, 2019~~Act. ¨

~~Bridge Notes~~Item ~~Amendment~~1.01 ~~Agreements~~Entry ~~and~~into ~~Waiver~~a Material Definitive Agreement.

~~Effective as of May 31, 2019 and on~~ June 3, 2019, the Company and certain investors that holds convertible senior secured notes issued in September 2017, November 2017, December 2017, January 2018, and March 2018 (the “Bridge Notes”) executed amendment agreements and waivers (the “Bridge Notes Amendment Agreement”). The Amendment Agreements extend all May 31, 2019 dates to June 30, 2019 and all June 1, 2019 dates to July 1, 2019.Financing

On June 14, 2019, Ener-Core, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which it issued to an accredited investor (each, an “Investor”) an unregistered convertible senior secured promissory note in principal amount of approximately $555,556 (the “Convertible Senior Notes”) ~~Amendment~~and ~~Agreements~~five-year warrants (each, a “Warrant”) to purchase an aggregate of 1,111,111 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $0.10 per share (the “Warrant Shares”), with aggregate gross proceeds to the Company of $500,000 (the “June 2019 Financing”), and ~~Waivers~~the Company is permitted under the Purchase Agreement to sell up to an additional $5,555,555.56 of Convertible Senior Notes and Warrants upon the same terms, upon meeting certain conditions precedent set forth in the Purchase Agreement, including, but not limited to, approval of the Investor. The closing of the June 2019 Financing occurred on June 14, 2019. Other than as stated herein, the terms of the instruments and transaction are substantially similar to those in the closing of the Company’s sale to accredited investors of Convertible Senior Notes and Warrants, which occurred on January 18, 2019.

~~Effective as~~The forms of ~~April~~agreements ~~30,~~shall ~~2019,~~be ~~the~~filed ~~Company~~as ~~and~~exhibits ~~certain~~with ~~investors~~the ~~that~~next ~~hold~~filing ~~convertible~~of ~~senior~~a ~~secured~~periodic ~~notes~~report ~~issued~~by inthe ~~June~~Company. ~~2018~~The ~~(the~~foregoing ~~“June 2018~~descriptions ~~Notes”)~~of ~~executed~~these ~~amendment~~ agreements and ~~waivers~~instruments ~~(the~~do ~~“June~~not ~~2018~~purport ~~Notes Amendment Agreement”). The Amendment Agreements extend all May 31, 2019 dates~~ to ~~June~~be ~~30,~~complete ~~2019~~ and ~~all~~are ~~June~~qualified 1,in ~~2019~~their ~~dates~~entirety toby ~~July~~reference 1,to ~~2019~~such exhibits.

1Item 3.02 Unregistered Sales of Equity Securities.

~~SIGNATURES~~As more fully described in Item 1.01 above, which disclosure regarding the securities issued is incorporated by reference herein, on June 14, 2019, the Company agreed to issue the securities to the investors pursuant to the Purchase Agreement. The issuance of the Convertible Senior Notes is, and upon conversion of the Convertible Senior Notes in accordance with their terms, the issuance of the shares of Common Stock issuable upon conversion of the Convertible Senior Notes will be, and the issuance of the Warrants is, and upon exercise of the Warrants in accordance with their terms, the issuance and sale of the Warrant Shares will be, exempt from registration pursuant to an exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, based on representations of the Investors, which included, in pertinent part, that each recipient is an “accredited investor” as that term is defined in Rule 501 of Regulation D, who is acquiring such Convertible Senior Note and Warrant for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that such investor understands that the Convertible Senior Note and Warrant may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

~~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.~~SIGNATURES

	ENER-CORE, INC.
Dated: June 7, 2019	By:	/s/ Michael Hammons
		Michael Hammons
		Director, Acting Principal Executive Officer

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.

Date: June 28, 2019	By:	/s/ Michael Hammons
	Name:	Michael Hammons
	Title:	Director, Acting Principal Executive Officer

Filing Compare · Ener-Core, Inc.