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): May 21, 2015 (May 18, 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 No.)		(IRS Employer Identification No.)

 

9400 Toledo Way Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code 949-616-3300

 

N/A

(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:

 

☐	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of New Director

 

Effective May 18, 2015, Eric Helenek was appointed to the Board of Directors (the “Board”) to fill a vacancy on the Board.

 

Mr. Helenek accepted the foregoing appointment pursuant to an offer letter from the registrant dated May 18, 2015, which provides for an option under the registrant’s 2013 Equity Award Incentive Plan (the “Incentive Plan”) to purchase 300,000 shares of the registrant’s common stock, par value $0.0001 per share, at an exercise price equal to the per share closing price on May 18, 2015, being the fair market value on such date.  In addition, Mr. Helenek will be entitled to reimbursement for reasonable travel expenses incurred to attend meetings of the Board, as well as to indemnity in his capacity as a director.  Mr. Helenek is also entitled to an annual director’s fee of $40,000.

 

In connection with the option provided by the offer letter, the registrant and Mr. Helenek entered into a stock option agreement.  The agreement provides for 1/4 of the total number of shares to vest after twelve months and 1/48 of the total number of shares to vest each month commencing on the one year anniversary of the offer letter.   

 

Copies of the foregoing offer letter and stock option agreement are attached hereto as Exhibits 99.1 and 99.1(a).

 

Mr. Helenek brings over 17 years of banking and capital markets experience. Since 2013, Mr. Helenek has been a Managing Director at Cowen & Company’s Capital Markets Group, where he is responsible for equity and equity-linked financing transactions for growth companies. Previously Mr. Helenek held similar positions at Lazard Frères, Piper Jaffray and SG Cowen.

 

The Board concluded that Mr. Helenek’s background in investment banking including experience negotiating and managing public debt and equity capital raises made his appointment to the Board appropriate. Further, Mr. Helenek possesses financial management experience that qualifies him as an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission.

 

There is no family relationship between Mr. Helenek and any of the registrant’s current directors, executive officers or persons nominated or charged to become directors or executive officers, or those of the registrant’s subsidiary.  There are no transactions between the registrant and Mr. Helenek that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 8.01

Other Events.

 

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.

 

 

Item 9.01

Financial Statement and Exhibits.

 

(d)       Exhibits

 

Exhibit Number		Description
99.1		Offer Letter from the registrant to Eric Helenek dated as of May 18, 2015
99.1(a)		Stock Option Agreement between the registrant and Eric Helenek
99.2		Press Release dated May 19, 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 thereunto duly authorized.

 

		ENER-CORE, INC.
Date:	May 21, 2015	(Registrant)
		By:	/s/ Domonic J. Carney
			Domonic J. Carney
			Chief Financial Officer

 

 

4

 

Exhibit 99.1

 

	Ener-Core, Inc.
	9400 Toledo Way
	Irvine, CA 92618
May 18, 2015	949-616-3300
	949-616-3399 Fax

Eric Helenek

New York, NY 10014

 

Dear Eric,

 

On behalf of Ener-Core Inc., a Nevada corporation (the “Company”) or its successors, I am pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to your election to the Board by the stockholders or directors, as appropriate (the date of such election being the “Effective Date”), which we anticipate will be approximately May 15, 2015. You will serve as a director from the Effective Date until the date upon which you are not re-elected or your earlier removal or resignation.

 

In consideration for your service on the Board and subject to approval by the Board, you will be granted an option under the Company’s Stock Incentive Plan (the “Plan”) to purchase 300,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the common stock on the date the Board approves the option grant.

 

We will recommend that the Board set your vesting schedule as follows: (i) 1/4 of the total number of options will be vested after twelve months from the Effective Date, and (ii) 1/48 of the total number of options will be vested after each month thereafter.

 

In addition to the shares granted to you under the Company’s Stock Incentive Plan, that you will receive an annual director’s fee of $40,000 payable monthly for your services as an independent director (“Annual Stipend”). There are no assurances that the Company will pay you the Annual Stipend, in addition to the shares being granted to you under the Plan, however, it is the Company’s intention to provide cash compensation to board members in the future.

 

The Company will reimburse you for all reasonable travel expenses that you incur in connection with your attendance at meetings of the Board, in accordance with the Company’s expense reimbursement policy as in effect from time to time. In addition, you will receive indemnification as a director of the Company to the maximum extent extended to directors of the Company generally, as set forth in the Company’s certificate of incorporation, bylaws, an indemnification agreement between the Company and you (which will be provided to you upon the Effective Date), and any reasonable Director and Officer Insurance the Company may have and maintain from time to time.

 

 

Every January the Board’s compensation committee will conduct an annual review of your compensation to ensure that the compensation remains adjusted to the company’s and market conditions with final approval of any changes to the structure upon the approval of the Board and potentially a shareholder vote.

 

In accepting this offer, you are representing to us that (i) you do not know of any conflict which would restrict your service on the Board and (ii) you will not provide the Company with any documents, records, or other confidential information belonging to other parties.

 

This letter sets forth the initial compensation you will receive for your service on the Board. The Board’s compensation committee will conduct an annual review of the Board compensation to ensure that the compensation remains adjusted to the company’s and market conditions. Nothing in this letter should be construed as an offer of employment. If the foregoing terms are agreeable, please indicate your acceptance by signing the letter in the space provided below and returning this letter to the Company.

 

Sincerely,

 

ENER-CORE Inc.
By:
	Michael J. Hammons
	Chairman
Accepted and agreed:
Eric Helenek
Date

 

 

2

EXHIBIT 99.1(a)

 

ENER-CORE, INC.

2013 EQUITY AWARD INCENTIVE PLAN

STOCK OPTION AGREEMENT

 

Unless otherwise defined herein, the terms defined in the 2013 Equity Award Incentive Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

 

I.              NOTICE OF GRANT

 

	Optionee’s Name:	Eric Helenek
	Optionee’s Address:

  

You have been granted an option to purchase common stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

Grant Number

 

	Date of Grant	May 18, 2015
	Vesting Commencement Date	May 18, 2016
	Exercise Price per Share	$0.19
	Total Number of Shares Granted	300,000
	Total Exercise Price	$57,000
	Type of Option:	Incentive Stock Option
		X        Nonstatutory Stock Option
	Term/Expiration Date:	July 1, 2023

 

Exercise and Vesting Schedule:

 

This Option shall be exercisable in whole or in part, and this Option (and any Shares with respect to which the Optionee exercises this Option) shall vest according to the following vesting schedule, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

1/4^th of Total Number of Shares Granted ………………… May 18, 2016

 

1/36^th of Remainder Number of Shares Granted …………… after each full month thereafter

 

 

Termination Period:

 

This Option may be exercised, to the extent it is then vested, for three (3) months after Optionee ceases to be a Service Provider. Upon death or Disability of the Optionee, this Option may be exercised, to the extent it is then vested, for twelve (12) months after Optionee ceases to be Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

 

II.            AGREEMENT

 

A.            Grant of Option. The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant above (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant above, at the exercise price per Share set forth in the Notice of Grant above (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14(c) of the Ener-Core, Inc. 2013 Equity Award Incentive Plan (the “Plan”), in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

 

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

 

B.            Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows:

 

1.            Right to Exercise.

 

(a)            This Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Grant. Alternatively, at the election of the Optionee, this Option may be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

 

(b)            As a condition to exercising any rights granted under this Option for Unvested Shares, the Optionee shall execute the Restricted Stock Purchase Agreement.

 

(c)            As a condition to exercising any rights granted under this Option, the Optionee shall execute the Company’s then-current stockholders agreement(s) applicable to holders of common stock in the Company.

 

(d)            This Option may not be exercised for a fraction of a Share.

 

2.            Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares with respect to which the Optionee exercises this Option (the “Exercised Shares”). This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

 

 

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. Upon an exercise of this Option, all Exercised Shares shall

 

C.            Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

 

D.            Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

 

E.            Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

 

1.            cash;

 

2.            check;

 

3.            consideration received by the Company under a formal cashless exercise program adopted by the Company (in its discretion) in connection with the Plan; or

 

4.            surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

 

F.            Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

 

 

G.            Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

 

H.            Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

 

I.            Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

 

1.            Exercise of NSO. There may be a regular federal income tax liability upon the exercise of an NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

 

2.            Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

 

3.            Exercise of ISO Following Disability. If the Optionee ceases to be an Employee as a result of a disability that is not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months after such termination for the ISO to be qualified as an ISO.

 

4.            Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price of the Exercised Shares and the lesser of (i) the Fair Market Value of the Exercised Shares on the date of exercise, or (ii) the sale price of the Exercised Shares. Different rules may apply if the Shares are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code) at the time of purchase. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

 

5.            Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two years after the Date of Grant, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

 

6.            Section 83(b) Election for Unvested Shares Purchased Pursuant to Options. With respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Optionee with the Internal Revenue Service, within 30 days after the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of an NSO, this will result in a recognition of taxable income to the Optionee on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised over the purchase price for the Exercised Shares. Absent such an election, taxable income will be measured and recognized by Optionee at the time or times on which the Company’s Repurchase Option lapses. In the case of an ISO, such an election will result in a recognition of income to the Optionee for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the Option is exercised, over the purchase price for the Exercised Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Optionee at the time or times on which the Company’s Repurchase Option lapses. Optionee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference.

 

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE’S BEHALF.

 

J.            Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Nevada.

 

 

K.            No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

 

L.            Familiarity with the Plan. Optionee acknowledges receipt of a copy of the Plan and represents that Optionee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

 

OPTIONEE		ENER-CORE, INC.
Signature		By:	Domonic Carney
		Title:	Chief Financial Officer
Eric Helenek
Print Name
Spouse signature
Print Name
Residence Address:

 

 

6

Exhibit 99.2

 

Ener-Core Appoints Eric Helenek to Its Board of Directors

 

Provides the Board With Increased Expertise in Banking and Capital Markets

 

IRVINE, CA – May 19, 2015 – Ener-Core, Inc. (OTCQB: ENCR), the world’s only provider of Power Oxidation technology and equipment that generates clean power from low-quality and waste gases from a wide variety of industries, has appointed Eric Helenek to its Board of Directors, increasing the size of the Board to seven members.

 

Mr. Helenek has been a Managing Director in Cowen and Company’s Capital Markets Group since 2013, where he is responsible for equity and equity-linked financing transactions for growth companies. Mr. Helenek has 17 years of banking and capital markets experience, having worked previously at Lazard Frères, Piper Jaffray and SG Cowen.

 

“Eric stands out as one of the most strategically-minded and methodical investment bankers that we have come across in the industrial technology segment,” said Alain Castro, CEO of Ener-Core. “Over the last year, our company has been executing effectively on its commercial and technology strategies. But we recognize that we need to be just as methodical and diligent at formulating our short, medium and long-term capital structure and financing strategies as we are with all other core aspects of our business. We believe Eric’s expertise, insight and financial acumen will be a great asset to the company as we grow our customer base, implement our long-term business strategy, build partnerships and migrate to a licensing model.”

 

Michael Hammons, Chairman of the Board, further commented “Eric's strong understanding of the Clean Energy space and his experience within both the public and private capital markets make him a welcome addition to the Board, and will enhance Ener-Core's ability to execute on its growth strategy. Furthermore, with the addition of Eric to the Board, Ener-Core now has a majority of its Directors deemed to be independent, thereby providing greater shareholder oversight and achieving an important compliance requirement that is necessary in order for Ener-Core to be able to list on a larger exchange.”

 

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, 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:

 

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