Ener-Core, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-08-09: Form 8-K; Period of report 2017-08-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-07-09: Form 8-K; Period of report 2019-06-13; Description 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events; Details 8.01.
- 2019-06-28: Form 8-K; Period of report 2019-06-14; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2019-06-07: Form 8-K; Period of report 2019-06-03; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-08-09 | 8-K | 2017-08-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | encr_8k.htm |
| 2019-07-09 | 8-K | 2019-06-13 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 8.01 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. | encr_8k.htm |
| 2019-06-28 | 8-K | 2019-06-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 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. | encr_8k.htm |
| 2019-06-07 | 8-K | 2019-06-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k060319_enercoreinc.htm |
| 2019-05-03 | 8-K | 2019-04-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k043019_enercoreinc.htm |
| 2019-04-02 | 8-K | 2019-03-28 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 28, 2019, Domonic Carney notified the Board of Directors of Ener-Core, Inc. (the “Company”) that he was resigning from the positions of Chief Financial Officer and Principal Executive Officer, effective March 29, 2019, for personal reasons related to other professional commitments. | f8k032819_enercoreinc.htm |
| 2019-03-01 | 8-K | 2019-02-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k022819_enercoreinc.htm |
| 2019-02-01 | 8-K | 2019-01-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k013019_enercoreinc.htm |
| 2019-01-25 | 8-K | 2019-01-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Convertible Senior Notes and Warrants is incorporated by reference herein, on January 18, 2019, the Company agreed to issue the Convertible Senior Notes and the Warrants to the Investors pursuant to the Purchase Agreement. | f8k011819_enercore.htm |
| 2019-01-03 | 8-K | 2018-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k123118_enercore.htm |
| 2018-07-03 | 8-K | 2018-06-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k063018_enercoreinc.htm |
| 2018-06-20 | 8-K | 2018-06-20 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a copy of the slide presentation to be used by the Company in connection with investor meetings and presentations from time to time. | f8k061918_enercoreinc.htm |
| 2018-06-06 | 8-K | 2018-06-05 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Convertible Senior Notes and Warrants is incorporated by reference herein, on June 5, 2018, the Company agreed to issue the Convertible Senior Notes and the Warrants to the Investors pursuant to the Purchase Agreement. 5.02 On June 5, 2018, in connection with the previously announced separation of Alain J. Castro pursuant to the terms of that certain Separation Agreement and General Release of All Claims, dated December 17, 2017, Company’s Board of Directors (the “Board”) appointed Domonic J. Carney, Chief Financial Officer of the Company, as Interim President of the Company. | f8k060518_enercoreinc.htm |
| 2018-05-07 | 8-K | 2018-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 1, 2018, each of Kent Williams and Ian Copeland notified Ener-Core, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company (the “Board”), effective immediately, for personal reasons related to other professional commitments. | f8k050118_enercoreinc.htm |
| 2018-03-27 | 8-K | 2018-03-26 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Additional Convertible Senior Notes and Additional Warrants is incorporated by reference herein, on March 26, 2018, the Company agreed to issue the Additional Convertible Senior Notes and the Additional Warrants to the Additional Investors pursuant to the Fourth Amended and Restated Purchase Agreement. | f8k032618_enercoreinc.htm |
| 2018-01-26 | 8-K | 2018-01-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Additional Convertible Senior Notes and Additional Warrants is incorporated by reference herein, on January 25, 2018, the Company agreed to issue the Additional Convertible Senior Notes and the Additional Warrants to the Additional Investors pursuant to the Third Amended and Restated Purchase Agreement. | f8k012518_enercoreinc.htm |
| 2017-12-28 | 8-K | 2017-12-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k122817_enercoreinc.htm |
| 2017-12-21 | 8-K | 2017-12-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Additional Convertible Senior Notes and Additional Warrants is incorporated by reference herein, on November 1, 2017, the Company agreed to issue the Additional Convertible Senior Notes and the Additional Warrants to the Additional Investors pursuant to the Second Amended and Restated Purchase Agreement. | f8k122017_enercoreinc.htm |
| 2017-12-19 | 8-K | 2017-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 17, 2017, Ener-Core, Inc. (the “Company”) and Alain J. Castro entered into a Separation Agreement and General Release of All Claims (the “Separation Agreement”), pursuant to which the Company and Mr. Castro mutually agreed to terminate Mr. Castro’s employment with the Company, as well as his position as Chief Executive Officer of the Company, along with any officer, director or employee positions with the Company’s subsidiaries and affiliates, effective as of a date no later than May 31, 2018 (the “Termination Date”). 7.01 On December 19, 2017, the Company issued a press release regarding the execution of the Separation Agreement with Mr. Castro, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k121717_enercoreinc.htm |
| 2017-11-02 | 8-K | 2017-11-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Additional Convertible Senior Notes and Additional Warrants is incorporated by reference herein, on November 1, 2017, the Company agreed to issue the Additional Convertible Senior Notes and the Additional Warrants to the Additional Investors pursuant to the Amended and Restated Purchase Agreement. | f8k110117_enercoreinc.htm |
| 2017-09-20 | 8-K | 2017-09-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Convertible Senior Notes and Warrants is incorporated by reference herein, on September 19, 2017, the Company agreed to issue the Convertible Senior Notes and the Warrants to the Investors pursuant to the Purchase Agreement. | f8k091917_enercoreinc.htm |
| 2017-06-06 | 8-K | 2017-06-06 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a copy of the slide presentation used by Alain Castro, Chief Executive Officer of the Company, at the 2017 LD Micro Invitational Investor Conference on June 6, 2017. | f8k060617_enercoreinc.htm |
| 2017-05-08 | 8-K | 2017-05-03 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 On May 3, 2017, Jeffrey Horn notified the Company that he was resigning from the Board, effective immediately, for personal reasons related to his other professional commitments. 7.01 On May 8, 2017, the Company issued a press release regarding the appointment of Mr. Reiman to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k050317_enercoreinc.htm |
| 2017-05-01 | 8-K | 2017-04-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures under Item 1.01 with respect to the BSSA Amendment and the Senior Notes Amendments are incorporated in this Item 2.03 by reference. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Restated Warrant and Warrant is incorporated by reference herein, on April 27, 2017, the Company amended and restated the Restated Warrant and issued the Warrant to the Guarantor pursuant to the BSSA Amendment. | f8k042717_enercoreinc.htm |
| 2017-04-19 | 8-K | 2017-04-14 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective as of April 14, 2017, the Board appointed Kent Williams to fill a vacancy on the Board. 7.01 On April 19, 2017, the Company issued a press release regarding the appointment of Mr. Williams to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k041417_enercoreinc.htm |
| 2017-04-17 | 8-K | 2017-04-13 | 7.01 Regulation FD Disclosure | 7.01 On Thursday, April 13, 2017 at 4:30 p.m. | f8k041317_enercoreinc.htm |
| 2017-04-12 | 8-K | 2017-04-12 | 7.01 Regulation FD Disclosure | 7.01 On April 12, 2017, Ener-Core, Inc. (the “Company”) issued a press release announcing its execution of an amendment to its previously announced Commercial and Manufacturing License Agreement with the Dresser-Rand Company, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. | f8k041217_enercoreinc.htm |
| 2017-03-24 | 8-K | 2017-03-24 | 7.01 Regulation FD Disclosure | 7.01 On March 24, 2017, Ener-Core, Inc. (the “Company”) issued a press release announcing that it will hold a conference call on Thursday, April 13, 2017 at 4:30 p.m. | f8k032417_enercoreinc.htm |
| 2017-02-06 | 8-K | 2017-01-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 1, 2017, Ener-Core, Inc. (the “Company”) and Boris A. Maslov, Ph.D. entered into a Separation Agreement and Mutual Release (the “Separation Agreement”), pursuant to which the Company and Dr. Maslov mutually agreed to terminate Dr. Maslov’s employment with the Company, as well as his positions as President, Chief Operating Officer and Chief Technology Officer of the Company, along with any officer, director or employee positions with the Company’s subsidiaries and affiliates, effective as of January 31, 2017 (the “Termination Date”). | f8k013117_enercoreinc.htm |
| 2016-12-14 | 8-K | 2016-12-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k121216_enercoreinc.htm |
| 2016-12-08 | 8-K | 2016-12-06 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a copy of the slide presentation used by Alain Castro, Chief Executive Officer of the Company, at the 2016 LD Micro Invitational Investor Conference on December 6, 2016. | f8k120616_enercoreinc.htm |
| 2016-12-02 | 8-K | 2016-12-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above and in the Company’s Current Report on Form 8-K, as filed on November 25, 2016, which disclosure regarding the Convertible Senior Notes, Warrants and Additional Warrants is incorporated by reference herein, on December 2, 2016, the Company closed the December 2016 Financing and issued the Convertible Senior Notes and the Warrants to the Investors pursuant to the Purchase Agreement, and issued the Additional Warrants to the holders of the 2015 Notes pursuant to the Amendment Agreements. 8.01 On December 2, 2016, the Company closed the December 2016 Financing and issued the Convertible Senior Notes and Warrants to the Investors for aggregate net proceeds to the Company, after an original issue discount on the Convertible Senior Notes and placement agent fee, of approximately $3.0 million. | f8k120116_enercoreinc.htm |
| 2016-11-25 | 8-K | 2016-11-23 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Convertible Senior Notes and Warrants is incorporated by reference herein, on November 23, 2016, the Company agreed to issue the Convertible Senior Notes and the Warrants to the Investors pursuant to the Purchase Agreement. 8.01 On November 25, 2016, the Company issued a press release regarding the November 2016 Financing, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k112316_enercoreinc.htm |
| 2016-10-24 | 8-K | 2016-10-21 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 21, 2016, the Company issued a press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k102116_enercoreinc.htm |
| 2016-10-14 | 8-K | 2016-10-13 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a copy of the updated slide presentation it posted in the investor relations section of its website on October 13, 2016. | f8k101416_enercoreinc.htm |
| 2016-09-30 | 8-K | 2016-09-26 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On September 26, 2016, the Company’s stockholders approved an amendment (the “2015 Plan Amendment”) to the Ener-Core, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). 5.07 On September 26, 2016, the Company’s stockholders approved four proposals that were presented at the Annual Meeting, a description of which may be found in the Company’s Proxy Statement (the “Proxy Statement”). 8.01 On September 26, 2016, the Company issued a press release regarding the execution of the Fourth Amendment, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k092616_enercoreinc.htm |
| 2016-09-02 | 8-K | 2016-09-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Notes and Warrants is incorporated by reference herein, on September 1, 2016, the Company issued the Notes and the Warrants to the Investors pursuant to the Purchase Agreement. 8.01 On September 2, 2016, the Company issued a press release regarding the September 2016 Financing, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k090116_enercore.htm |
| 2016-08-30 | 8-K | 2016-08-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k082416_enercore.htm |
| 2016-07-06 | 8-K | 2016-07-06 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective as of June 29, 2016, the Board appointed Stephen Markscheid to fill a vacancy on the Board. 8.01 On June 30, 2016, the Company issued a press release regarding the execution of the CMLA, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein be reference. | f8k0716_enercoreinc.htm |
| 2016-06-14 | 8-K | 2016-06-13 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) files this Current Report on Form 8-K to address statements made by SAIL Venture Partners LLC, SAIL Capital Management LLC and all SAIL affiliates owning shares of the Company (collectively, “SAIL”) in a Schedule 13D filed on June 13, 2016 (the “13D”). | f8k061316_enercoreinc.htm |
| 2016-06-10 | 8-K | 2016-06-09 | 7.01 Regulation FD Disclosure | 7.01 Ener-Core, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a copy of the slide presentation used by Alain Castro, Chief Executive Officer of the Company, at the 2016 LD Micro Invitational Investor Conference on June 9, 2016. | f8k060916_enercoreinc.htm |
| 2016-04-12 | 8-K | 2016-04-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 As described in Item 1.01 above, on April 11, 2016, the Company entered into a Purchase Agreement with a certain accredited investor, as defined in Rule 501 of Regulation D under the Securities Act, pursuant to which the Company issued and sold in the Private Placement an aggregate of 696,056 shares of Common Stock at a purchase price of $4.31 per share. 8.01 On April 12, 2016, the Company issued a press release regarding entry into a definitive agreement with the Investor in the Private Placement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k041116_enercoreinc.htm |
| 2016-04-05 | 8-K | 2016-03-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 As described in Item 1.01 above, on March 31, 2016, in conjunction with the execution of the March Amendments, the Company issued to certain accredited investors, as defined in Rule 501 of Regulation D under the Securities Act, Additional Warrants to purchase an aggregate of 500,000 shares of Common Stock at a purchase price of $5.00 per share. 5.02 On March 30, 2016, Eric Helenek notified the Company that he was resigning from the Board of Directors (the “Board”), effective immediately, for personal reasons related to his other professional commitments. | f8k032816_enercoreinc.htm |
| 2016-03-04 | 8-K | 2016-03-01 | 8.01 Other Events | 8.01 Pursuant to Article 3.4.1 of the Commercial License Agreement (“CLA”) entered into effective as of November 14, 2014 by and among Ener-Core Power, Inc. and Dresser-Rand Company (“D-R”), the Company committed to raise additional capital, within 120 days following the Core Binding Date (as defined in the CLA), which was August 3, 2015. | f8k030116_enercoreinc.htm |
| 2016-01-04 | 8-K | 2016-01-04 | 8.01 Other Events | 8.01 On January 4, 2016, the Company issued a press release announcing the closing of its previously announced private placement of an aggregate of 625,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and five-year warrants to purchase an aggregate of 312,500 shares of Common Stock, for aggregate gross proceeds of $2.5 million. | f8k010416_enercoreinc.htm |
| 2015-12-31 | 8-K | 2015-12-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 As described in Item 1.01 above, on December 30, 2015, the Company entered into a Purchase Agreement with certain accredited investors, as defined in Rule 501 of Regulation D under the Securities Act, pursuant to which the Company agreed to sell in the Private Placement an aggregate of 625,000 shares of Common Stock at a purchase price of $4.00 per share and to issue Warrants to purchase an aggregate of 312,500 shares of Common Stock. 7.01 Pursuant to Article 3.4.1 of the Commercial License Agreement (“CLA”) entered into effective as of November 14, 2014 by and among Ener-Core Power, Inc. and Dresser-Rand Company (“D-R”), the Company committed to raise additional capital, within 120 days following the Core Binding Date (as defined in the CLA), which was August 3, 2015. 8.01 On December 31, 2015, the Company issued a press release regarding entry into definitive agreements with the Investors in the Private Placement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | f8k123015_enercore.htm |
| 2015-12-11 | 8-K | 2015-12-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k120715_enercoreinc.htm |
| 2015-11-25 | 8-K | 2015-11-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k112415_enercoreinc.htm |
| 2015-11-03 | 8-K | 2015-11-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures under Item 1.01 with respect to the Support Agreement, Security Agreement, the Intercreditor Agreement and amendments to the 2015 Notes are incorporated in this Item 2.03 by reference. 3.02 As more fully described in Item 1.01 above, which disclosure regarding the Warrant is incorporated by reference herein, the Company issued the Warrant to the investor party to the Support Agreement and the related agreements upon acceptance by D-R of the Letter of Credit as sufficient to satisfy the BSS obligation under the CLA, which occurred on November 2, 2015. | f8k110215_enercoreinc.htm |
| 2015-10-23 | 8-K | 2015-10-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k102215_enercore.htm |
| 2015-09-03 | 8-K | 2015-08-28 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 The information set forth under Item 1.01 above is incorporated herein by reference. 5.02 On July 14, 2015, the Company’s board of directors approved, subject to stockholder approval, the Ener-Core, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). 5.03 The information set forth under Item 1.01 above is incorporated herein by reference. 5.07 The Company’s stockholders approved six proposals that were presented at the Annual Meeting, which were described in the Proxy Statement. | f8k090315_enercoreinc.htm |
| 2015-08-13 | 8-K | 2015-08-03 | 7.01 Regulation FD Disclosure | 7.01 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. | f8k080315_enercore.htm |
| 2015-07-08 | 8-K | 2015-07-06 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 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”). 5.03 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. | f8k070615_enercoreinc.htm |
| 2015-05-21 | 8-K | 2015-05-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective May 18, 2015, Eric Helenek was appointed to the Board of Directors (the “Board”) to fill a vacancy on the Board. 8.01 On May 19, 2015, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.2, and the information in Exhibit 99.2 is incorporated herein by reference. | f8k051815_enercore.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Agreement. 2.03 The disclosures under Item 1.01 with respect to the May 2015 Notes are incorporated in this Item 2.03 by reference. 3.02 As more fully described in Item 1.01 above, at the closing of the transactions contemplated under the May 2015 SPA, which occurred on May 7, 2015, the registrant sold the May 2015 Notes and May 2015 Warrants to the Investors for gross proceeds of $1.9 million. 8.01 On May 7, 2015, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k050715_enercore.htm |
| 2015-05-01 | 8-K | 2015-05-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Agreement. 3.02 As more fully described in Item 1.01 above, on May 1, 2015, in connection with and pursuant to the Purchase Agreement, the registrant sold the Shares to the Investors for gross proceeds of $810,000. 8.01 On May 1, 2015, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k050115_enercore.htm |
| 2015-04-29 | 8-K | 2015-04-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Agreement. 2.03 The disclosures under Item 1.01 with respect to the Notes are incorporated in this Item 2.03 by reference. 3.02 As more fully described in Item 1.01 above, at the closing of the transactions contemplated under the Purchase Agreement, which occurred on April 23, 2015, the registrant sold the Notes and Warrants to the Investors for gross proceeds of $3.1 million. | f8k042315_enercore.htm |
| 2015-04-23 | 8-K | 2015-04-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Agreement. 8.01 On April 23, 2015, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k042215_enercore.htm |
| 2015-04-17 | 8-K | 2015-04-17 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. | f8k041615_enercore.htm |
| 2015-04-07 | 8-K | 2015-04-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously reported in our Current Report on Form 8-K dated April 22, 2014, the registrant completed the sale and issuance of senior secured convertible promissory notes for an aggregate principal amount of $4,575,000 (the “April 2014 Notes”) and warrants for the purchase of up to an aggregate of 4,097,015 shares of our common stock (the “April 2014 Warrants”) to five accredited investors (collectively, the “April 2014 Investors”) on April 16, 2014 (such financing, hereinafter the “April 2014 Financing”). | f8k040215_enercore.htm |
| 2015-03-30 | 8-K | 2015-03-24 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 As previously reported in our Current Report on Form 8-K dated April 22, 2014, the registrant completed the sale and issuance of senior secured convertible promissory notes with aggregate principal amount of $4,575,000 and warrants for the purchase of up to an aggregate 4,097,015 shares of the registrant’s common stock (the “April 2014 Warrants”) to five accredited investors (collectively, the “April 2014 Investors”) on April 16, 2014 (such financing transaction, hereinafter the “April 2014 Financing”). 5.02 On March 25, 2015, the registrant’s Board of Directors approved an amendment to the registrant’s 2013 Equity Incentive Award Plan (the “Plan”) to increase the maximum aggregate number of shares of the registrant’s common stock that may be issued under the Plan from 14,000,000 shares to 21,000,000 shares. | f8k032415_enercore.htm |
| 2015-03-12 | 8-K | 2015-03-06 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibit 99.1 are being filed in connection with potential investor presentations by the registrant. | f8k030615_enercoreinc.htm |
| 2015-01-05 | 8-K | 2014-12-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 30, 2014, Ener-Core Inc. (the “Company”) held its Annual Meeting of Shareholders. | f8k010515_enercore.htm |
| 2014-12-10 | 8-K | 2014-12-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Effective December 4, 2014, the registrant dismissed Kelly & Company (“Kelly & Co.”) as its independent auditor. | f8k120414_enercore.htm |
| 2014-12-04 | 8-K | 2014-11-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Agreement. 3.02 As more fully described in Item 1.01 above, on December 1, 2014, in connection with and pursuant to the Subscription Agreement in which the Investors invested an aggregate of $1,500,000 in the company on November 18, 2013, the purchase price of the Common Stock was reduced from $1.00 to $0.78, and as a result the registrant issued additional 423,077 shares of Common Stock and additional Warrants to purchase up to an aggregate of 961,538 shares of Common Stock to account for such price change. 5.02 Effective December 1, 2014, Ian C. Copeland was appointed to the Board of Directors (the “Board”) to fill a vacancy on the Board. 8.01 On December 4, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.6, and the information in Exhibit 99.6 is incorporated herein by reference. | f8k112814_enercore.htm |
| 2014-11-19 | 8-K | 2014-11-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On November 14, 2014, Ener-Core, Inc. (the “Company”) entered into a Commercial License Agreement (the “Agreement”) with Dresser-Rand Company (“D-R”). 8.01 On November 19, 2014, the Company issued a press release announcing the Agreement with D-R. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | f8k111414_enercore.htm |
| 2014-09-25 | 8-K | 2014-09-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Agreement. 3.02 As more fully described in Item 1.01 above, on September 22, 2014, in connection with and pursuant to the Securities Purchase Agreement, the registrant sold the Shares to the Investors for gross proceeds of approximately $4 million. | f8k092214_enercore.htm |
| 2014-09-19 | 8-K | 2014-09-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Agreement. 8.01 On September 19, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k091814_enercore.htm |
| 2014-09-15 | 8-K | 2014-09-15 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibit 99.1 are being filed in connection with potential investor presentations by the registrant. | f8k091514_enercore.htm |
| 2014-08-20 | 8-K | 2014-08-19 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.02 On August 19, 2014, the registrant’s board of directors (the “Board”) granted options under the registrant’s 2013 Equity Award Incentive Plan (the “Plan”) to Domonic J. Carney in connection with his appointment as disclosed in Item 5.02 below, which disclosure is incorporated hereby. 5.02 On August 19, 2014, immediately following the filing of the registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2014, Kelly Anderson’s term as the registrant’s interim chief financial officer ended pursuant to the terms of her independent consulting agreement with the registrant dated June 26, 2014. 8.01 On August 20, 2014, the registrant issued a press release and a letter to its shareholders, copies of which are attached hereto as Exhibits 99.4 and 99.5, respectively, and the information in Exhibits 99.4 and 99.5 is incorporated herein by reference. | f8k081914_enercore.htm |
| 2014-08-15 | 8-K | 2014-08-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Agreement. 8.01 On August 15, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.2, and the information in Exhibit 99.2 is incorporated herein by reference. | f8k081414_enercoreinc.htm |
| 2014-07-11 | 8-K | 2014-07-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Agreement. | f8k071014_enercore.htm |
| 2014-06-30 | 8-K | 2014-06-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 24, 2014, Ms. Kelly Anderson tendered her resignation as the registrant’s Chief Financial Officer and Treasurer, to be effective July 3, 2014. | f8k062414_enercoreinc.htm |
| 2014-05-30 | 8-K | 2014-05-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective May 26, 2014, Stephen L. Johnson resigned from the registrant’s board of directors (the “Board”) and from the Board’s compensation committee. | f8k052314_enercore.htm |
| 2014-05-08 | 8-K | 2014-05-06 | 8.01 Other Events | 8.01 On May 6, 2014, the registrant issued a press release containing a letter from the registrant’s Chief Executive Officer to the registrant’s shareholders, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference. | f8k050714_enercore.htm |
| 2014-05-02 | 8-K | 2014-04-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 28, 2014, the board of directors (the “Board”) of Ener-Core, Inc. (the “Company”) approved the re-pricing and vesting schedules of outstanding stock options to purchase an aggregate of 8,630,000 shares of common stock, $.0001 par value per share (“Common Stock”), of the Company previously granted to officers, directors, employees and consultants of the Company (the “Outstanding Options”) pursuant to the Company’s 2013 Equity Incentive Award Plan. 8.01 The information contained in Item 5.02 above is incorporated herein by reference thereto. | f8k042814_enercore.htm |
| 2014-04-22 | 8-K | 2014-04-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Agreement. 2.03 The disclosures under Item 1.01 with respect to the Notes are incorporated in this Item 2.03 by reference. 3.02 As more fully described in Item 1.01 above, on April 16, 2014, in connection with and pursuant to the Securities Purchase Agreement, the registrant sold the Notes and Warrants to the Investors for gross proceeds of approximately $4 million. | f8k041614_enercore.htm |
| 2014-04-16 | 8-K | 2014-04-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Agreement. 8.01 On April 16, 2014, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.5, and the information in Exhibit 99.5 is incorporated herein by reference. | f8k041514_enercoreinc.htm |
| 2014-03-27 | 8-K | 2014-03-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 21, 2014, the Company was notified by Mr. Michael T. Levin, a named executive officer, that he was resigning as an officer of the Company and the Company’s subsidiary, Ener-Core Power, Inc., with such resignations being effective on March 31, 2014. | f8k020614_enercoreinc8k.htm |
| 2014-01-16 | 8-K | 2014-01-13 | 7.01 Regulation FD Disclosure | 7.01 The presentation materials attached hereto as Exhibit 99.1 are being filed in connection with the investor presentations performed by the registrant on Monday, January 13, 2014. | f8k011414_enercore.htm |
| 2013-12-05 | 8-K/A | 2013-07-01 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Description 10.10^ Original Equipment Packaging Agreement between Ener-Core Power, Inc. (then known as Flex Power Generation, Inc.), and Dresser-Rand a.s., with an Effective Date of January 2, 2013. | v362271_8ka.htm |
| 2013-11-26 | 8-K | 2013-11-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective as of November 22, 2012, the registrant’s Board of Directors (the “Board”) appointed Bennet P. Tchaikovsky to the Board to serve as an independent director, as such term is defined in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. 8.01 Effective November 25, 2013, the Board adopted charters for its audit, compensation and nominating committees. | v361486_8k.htm |
| 2013-11-22 | 8-K | 2013-11-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Agreement. 3.02 As more fully described in Item 1.01 above, on November 18, 2013, in connection with and pursuant to the Subscription Agreement, the registrant sold the Shares to the Investors for gross proceeds of $1.5 million. | v361301_8k.htm |
| 2013-11-15 | 8-K | 2013-11-11 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.02 The options were granted under the registrant’s 2013 Equity Award Incentive Plan (the “Plan”), are exercisable at any time from November 11, 2013 to November 11, 2014, at a per share exercise price of $1.51. 5.02 Effective November 11, 2013, Mr. James Thorburn’s term as the registrant’s interim Chief Financial Officer and Treasurer expired pursuant to his consulting agreement dated May 30, 2013. 8.01 On November 15, 2013, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.3, and the information in Exhibit 99.4 is incorporated herein by reference. | v360633_8k.htm |
| 2013-11-06 | 8-K/A | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 16 , 2013 , the public company, the operating company, and the merger sub entered into the Merger Agreement, as amended on June 4, 2013. 3.02 In connection with the Merger, we issued an aggregate of 45,692,103 shares of our common stock to the holders of the common stock of Ener-Core Power (the operating company) in one-for-one exchange for their shares of common stock of Ener-Core Power. 4.01 See Item 14 “Changes in Registrant’s Certifying Accountant” under Item 2.01 “Completion of Acquisition or Disposition of Assets,” Form 10 Information, above. 5.01 The Merger resulted in a change in control of Ener-Core (the public company) on July 1, 2013. 5.02 On July 1, 2013, Bryson Ishii resigned as our President, Secretary, and Treasurer. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Flex Merger Acquisition Sub, Inc., with and into Ener-Core Power (the operating company), effective July 1, 2013. 5.06 As the result of the completion of the Merger, we are no longer a shell company. | v359086_8ka.htm |
| 2013-10-07 | 8-K/A | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 16 , 2013 , the public company, the operating company, and the merger sub entered into the Merger Agreement, as amended on June 4, 2013. 3.02 In connection with the Merger, we issued an aggregate of 45,692,103 shares of our common stock to the holders of the common stock of Ener-Core Power (the operating company) in one-for-one exchange for their shares of common stock of Ener-Core Power. 4.01 See Item 14 “Changes in Registrant’s Certifying Accountant” under Item 2.01 “Completion of Acquisition or Disposition of Assets,” Form 10 Information, above. 5.01 The Merger resulted in a change in control of Ener-Core (the public company) on July 1, 2013. 5.02 On July 1, 2013, Bryson Ishii resigned as our President, Secretary, and Treasurer. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Flex Merger Acquisition Sub, Inc., with and into Ener-Core Power (the operating company), effective July 1, 2013. 5.06 As the result of the completion of the Merger, we are no longer a shell company. | v356897_8ka.htm |
| 2013-10-02 | 8-K | 2013-09-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v356466_8k.htm |
| 2013-08-29 | 8-K/A | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 16 , 2013 , the public company, the operating company, and the merger sub entered into the Merger Agreement, as amended on June 4, 2013. 3.02 In connection with the Merger, we issued an aggregate of 45,692,103 shares of our common stock to the holders of the common stock of Ener-Core Power (the operating company) in one-for-one exchange for their shares of common stock of Ener-Core Power. 4.01 See Item 14 “Changes in Registrant’s Certifying Accountant” under Item 2.01 “Completion of Acquisition or Disposition of Assets,” Form 10 Information, above. 5.01 The Merger resulted in a change in control of Ener-Core (the public company) on July 1, 2013. 5.02 On July 1, 2013, Bryson Ishii resigned as our President, Secretary, and Treasurer. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Flex Merger Acquisition Sub, Inc., with and into Ener-Core Power (the operating company), effective July 1, 2013. 5.06 As the result of the completion of the Merger, we are no longer a shell company. | v353814_8ka.htm |
| 2013-07-10 | 8-K | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 16, 2013, the public company, the operating company, and the merger sub entered into the Merger Agreement, as amended on June 4, 2013. 3.02 In connection with the Merger, we issued an aggregate of 45,692,103 shares of our common stock to the holders of the common stock of Ener-Core Power (the operating company) in one-for-one exchange for their shares of common stock of Ener-Core Power. 4.01 See Item 14 “Changes in Registrant’s Certifying Accountant” under Item 2.01 “Completion of Acquisition or Disposition of Assets,” Form 10 Information, above. 5.01 The Merger resulted in a change in control of Ener-Core (the public company) on July 1, 2013. 5.02 On July 1, 2013, Bryson Ishii resigned as our President, Secretary, and Treasurer. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Flex Merger Acquisition Sub, Inc., with and into Ener-Core Power (the operating company), effective July 1, 2013. 5.06 As the result of the completion of the Merger, we are no longer a shell company. | v349502_8k.htm |
| 2013-07-01 | 8-K | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 In connection with the closing of the merger transaction referenced in Item 1.01, above, the registrant acquired all of the capital stock of Ener-Core Power, Inc., a Delaware corporation. 3.02 In connection with the closing of the merger transaction referenced in Item 1.01, above, the registrant sold and issued shares of its common stock for all of the issued and outstanding shares of common stock of Ener-Core Power, Inc., certain of which shares had recently been issued in connection with a financing transaction at the Ener-Core Power, Inc., level. 5.01 In connection with the closing of the merger transaction referenced in Item 1.01, above, the control of the registrant has changed. 5.02 In connection with the closing of the merger transaction referenced in Item 1.01, above, the board of directors and the officers of the registrant have changed. 5.06 In connection with the closing of the merger transaction referenced in Item 1.01, above, the registrant is no longer a shell company. 8.01 In connection with the closing of the merger transaction referenced in Item 1.01, above, the registrant issued a press release on July 1, 2013, announcing the closing of the merger transaction. | v349106_8k.htm |
| 2013-05-16 | 8-K | 2013-05-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 The full text of the Company’s Amended and Restated Articles of Incorporation giving effect to the Name Change is included as Exhibit 3.1 hereto and incorporated herein by reference. 8.01 In connection with the Name Change described in Item 5.03 above, FINRA assigned the Company a new stock symbol, “ENCR”. | v345464_8k.htm |
| 2013-05-10 | 8-K | 2013-05-10 | 8.01 Other Events | 8.01 On April 29, 2013, Inventtech, Inc. (the “Company”) sent an Information Statement to its stockholders regarding certain actions to be taken by the Company. | v344605_8k.htm |
| 2013-05-06 | 8-K | 2013-05-06 | 8.01 Other Events | 8.01 On May 6, 2013, upon approval from the Financial Industry Regulatory Authority (“FINRA”), Inventtech, Inc. (the “Company”) effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the “Stock Split”). | v343998_8k.htm |
| 2013-04-24 | 8-K | 2013-04-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On April 23, 2013, Inventtech, Inc., a Nevada corporation (the “Company”) filed an Amended and Restated Articles of Incorporation (the “Articles of Incorporation”). | v342209_8k.htm |
| 2013-04-17 | 8-K | 2013-04-16 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On April 16, 2013, Inventtech, Inc., a Nevada corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Flex Merger Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Flex Power Generation, Inc., a Delaware corporation (the “Company”) pursuant to which the Merger Sub would merge with and into the Company, with the Company as the surviving entity (the “Merger”). 5.02 Effective April 16, 2013, the Company received the resignation of Mr. Mohamad Adbel Hadi as a member of the Company’s Board of Directors and as the Company’s President. | v341727_8k.htm |
| 2012-03-01 | 8-K/A | 2012-02-29 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 6, 2012, the Board of Directors of Inventtech Inc. (the “Company” or the “Registrant”) dismissed GBH CPAs, PC, as its independent registered public accounting firm. | inventtech.htm |
| 2012-03-01 | 8-K | 2012-02-29 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 29, 2012, the Board of Directors of Inventtech Inc. (the “Company” or the “Registrant”) dismissed GBH CPAs, PC, as its independent registered public accounting firm. | inventtech.htm |