0001393825-16-000040.txt : 20160208
0001393825-16-000040.hdr.sgml : 20160208
20160208105022
ACCESSION NUMBER: 0001393825-16-000040
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160208
DATE AS OF CHANGE: 20160208
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Ener-Core, Inc.
CENTRAL INDEX KEY: 0001495536
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890]
IRS NUMBER: 460525350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88296
FILM NUMBER: 161394475
BUSINESS ADDRESS:
STREET 1: 9400 TOLEDO WAY
CITY: IRVINE
STATE: CA
ZIP: 92618
BUSINESS PHONE: (949) 616-3300
MAIL ADDRESS:
STREET 1: 9400 TOLEDO WAY
CITY: IRVINE
STATE: CA
ZIP: 92618
FORMER COMPANY:
FORMER CONFORMED NAME: Ener-Core Inc.
DATE OF NAME CHANGE: 20130516
FORMER COMPANY:
FORMER CONFORMED NAME: Inventtech Inc.
DATE OF NAME CHANGE: 20100629
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G
1
encr_sc13g.txt
ENER-CORE INC SC13G
1
encr_sc13g.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ener-Core, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
29272A206
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. The information
required in the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 Pages
CUSIP No. 29272A206 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
145,750 shares of Common Stock (including 83,250 shares
of Common Stock issuable upon conversion of convertible
notes and/or exercise of warrants) (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
145,750 shares of Common Stock (including 83,250 shares
of Common Stock issuable upon conversion of convertible
notes and/or exercise of warrants) (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,750 shares of Common Stock (including 83,250 shares of Common
Stock issuable upon conversion of convertible notes and/or
exercise of warrants) (see Item 4)*
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.72% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon conversion of convertible notes and upon
exercise of warrants that are each subject to a 9.99% blocker or 4.99% blocker
and the percentage set forth on row (11) and the number of shares of Common
Stock set forth on rows (6), (8) and (9) give effect to such blockers.
CUSIP No. 29272A206 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
145,750 shares of Common Stock (including 83,250 shares
of Common Stock issuable upon conversion of convertible
notes and/or exercise of warrants) (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
145,750 shares of Common Stock (including 83,250 shares
of Common Stock issuable upon conversion of convertible
notes and/or exercise of warrants) (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
145,750 shares of Common Stock (including 83,250 shares of Common
Stock issuable upon conversion of convertible notes and/or
exercise of warrants) (see Item 4)*
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.72% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these shares of Common Stock include
shares of Common Stock issuable upon conversion of convertible notes and upon
exercise of warrants that are each subject to a 9.99% blocker or 4.99% blocker
and the percentage set forth on row (11) and the number of shares of Common
Stock set forth on rows (6), (8) and (9) give effect to such blockers.
CUSIP No. 29272A206 13G Page 4 of 8 Pages
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Item 1.
(a) Name of Issuer
Ener-Core, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
9400 Toledo Way
Irvine, California 92618
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001 per share (the "Common Stock")
Item 2(e) CUSIP Number
29272A206
CUSIP No. 29272A206 13G Page 5 of 8 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5)-
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Amendment No. 6 to the Registration Statement on Form S-1/A filed
with the Securities and Exchange Commission on December 7, 2015, discloses the
total number of outstanding shares of Common Stock as of December 3, 2015 was
2,464,160. The percentage set forth on Row (11) and the number of shares of
Common Stock set forth on rows (6), (8) and (9) of the cover page for each
Reporting Person are based on the Company's total number of outstanding shares
of Common Stock and assume the conversion of convertible notes and the
exercise of warrants (collectively, the "Securities"), subject to the 9.99%
Blockers (as defined below) or the 4.99% Blockers (as defined below), as
applicable.
Pursuant to the terms of certain of the Securities, the Reporting Persons cannot
convert or exercise such Securities if the Reporting Persons would beneficially
own, after such conversion or exercise, more than 9.99% of the outstanding
shares of Common Stock (the "9.99% Blockers"). Pursuant to the terms of certain
other Securities, the Reporting Persons cannot exercise such other Securities if
the Reporting Persons would beneficially own, after such exercise, more than
4.99% of the outstanding shares of Common Stock (the "4.99% Blockers" and
together with the 9.99% Blocker, the "Blockers"). The percentage set forth on
Row (11) and the number of shares of Common Stock set forth on rows (6), (8)
and (9) of the cover page for each Reporting Person give effect to the Blockers.
Consequently, at this time, the Reporting Persons are not able to convert all of
such Securities due to the Blockers.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the securities reported herein are held, may be
deemed to be the beneficial owner of all shares of Common Stock held by Hudson
Bay Master Fund Ltd. and all shares of Common Stock, subject to the applicable
Blocker, underlying the Securities held by Hudson Bay Master Fund Ltd. Mr.
Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the
general partner of the Investment Manager. Mr. Gerber disclaims beneficial
ownership of these securities.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
CUSIP No. 29272A206 13G Page 6 of 8 Pages
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Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
CUSIP No. 29272A206 13G Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 8, 2016
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 29272A206 13G Page 8 of 8 Pages
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or about
the date hereof with respect to the beneficial ownership by the undersigned
of the Common Stock, par value $0.0001 per share of Ener-Core, Inc. is being
filed, and all amendments thereto will be filed, on behalf of each of the
persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
Dated: February 8, 2016
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER