ENCR Ener Core Inc (CE)

This Amendment No. 2 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 10, 2018, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on February 8, 2019 (the “Schedule 13G”). (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

(a) and (b):

As of the close of business on December 31, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 335,944 shares of Common Stock, which consisted of (i) 291,500 shares of Common Stock issuable upon conversion of the Note and (ii) 44,444 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 7.3% of the Common Stock, based on (1) 4,256,393 shares of Common Stock outstanding as of November 18, 2018 as reported by the Issuer, plus (2) 291,500 shares of Common Stock issuable upon conversion of the Note and (3) 44,444 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 62,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock, (II) 1,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock, (III) 1,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock, (IV) 4,396 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock, and (V) 10,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6 because Intracoastal Warrant 6 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with any other person whose beneficial ownership of the Common Stock would or could be aggregated with the holder, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 414,840 shares of Common Stock.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote:   0   .

(ii) Shared power to vote or to direct the vote:   335,944    .

(iii) Sole power to dispose or to direct the disposition of   0   .

(iv) Shared power to dispose or to direct the disposition of  335,944   .

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2020

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