UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 13, 2019

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ENER-CORE, INC.

(Exact Name of Registrant as Specified in Its Charter)

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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 Executive Offices) (Zip Code)

(949) 732-4400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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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:

¨ 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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company þ

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. ¨

Item 1.02 – Termination of a Material Deﬁnitive Agreement

Item 8.01 – Other Events

On June 13, 2019, Ener-Core, Inc. (“EC”) gave written notice (“Notice”) to Dresser-Rand Company (“DR”) of its “its intent to terminate that certain Commercial and Manufacturing License Agreement, as amended (initially dated June 29, 2016) (“CMLA”) for cause pursuant to par. 8.3 of the CMLA, as amended,” such termination to be effective July 13, 2019 unless the defaults set forth in the Notice are cured by July 13, 2019.

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.

Date: July 9, 2019	By:	/s/ Michael Hammons
	Name:	Michael Hammons
	Title:	Director, Acting Principal Executive Officer

Ener-Core, Inc. 8-K