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It' always funny when people lose money isn't it?
I don't know what to make of the price depreciation. Obviously they are strapped for cash until dresser rand sells the guaranteed number of units that are required of them in their contract with ENCR. Perhaps they are driving the price down in order to accumulate before a rise in price OR we are just screwed. 99 out of 100 penny stocks end up with the speculators loosing their pants.
ENER-CORE: PIK Note Execution Signals Market Acknowledgement Of Model Shift And Potentially Disruptive Tech
By Dallas Salazar - December 9, 2016
Ener-Core (OTCQB:ENCR) - which licenses its proprietary, patent-protected"Power Oxidizer"technology - has been in transition from a manufacturing model to a licensing model dating back ~36 months. During this transition period the enterprise has been under constant pressure: financial pressure, capital market vehicle pressure, and even activist pressure. This is despite having made substantial developmental progress along the way; at least dating back the last few years. Further, at times during this transition period it appeared that Ener-Core was a serious going concern risk.
However, in late November-2016 Ener-Core executed a Payment-in-Kind (aka "PIK") fundraising event which, to me, pulled forward the urgency in evaluation of the investment thesis at the enterprise. The PIK note execution meant many things to me, to which I detail within this initiation, but most importantly the PIK note stabilized the Ener-Core balance sheet. It also, in parallel, provided a degree of visibility into continuing operations that has not often been afforded to the enterprise; more a function of proving out a new, potentially disruptive technology than poor management. In the context of other multi-year strategic initiative completions, I believe Ener-Core to have reached a real AND symbolic inflection point. I believe now, post-PIK note raise, Ener-Core should be considered for capital deployment.
The company needs an energetic spokesperson. The good doctor has gifts but public speaking is not one of them. Listened to his presentation and while informative it was boring as snot. Gotta do something to sell more product.
There is so much more to life than making a couple of bucks and being a jerk. Grow up.
Ask him if he feels any responsibility towards shareholders.
A company with the current fundamentals has no business compensating their CEO and board members with six digit salaries. That is my biggest complaint.
The company really needs to come clean with its faithful shareholders. It's the least they can do. Think Christmas bonuses will be given this year?!
Any lawyers out there who can explain this wacky financing to us peasants?
November 25, 2016 08:31 ET
Ener-Core Completes Debt Restructuring and Signs Definitive Documents for Private Placement of up to $4.5 Million of Convertible Senior Secured Notes and Warrants
Concurrent Restructuring of Existing Senior Debt and New Financing Strengthen Financial Position
IRVINE, CA--(November 25, 2016) - Ener-Core, Inc. (OTCQB: ENCR), a developer of innovative gas conversion technologies for global commercial and industrial facilities, has entered into definitive documents for a private placement of up to approximately $4.5 million principal amount of convertible senior secured notes and warrants to purchase the Company's common stock. The Company anticipates that it will close on approximately $3.6 million principal amount of convertible senior secured notes and warrants onNovember 29, 2016. Pursuant to the terms of the transaction documents, the Company may issue up to an additional $900,000 principal amount of convertible senior secured notes and warrants on or prior to December 12, 2016. The Company intends to use the net proceeds from the private placement for working capital and general corporate purposes. In connection with the offering, the Company also restructured its existing senior debt on the same terms as the convertible senior secured notes issued in the private placement.
The convertible senior secured notes will bear no ordinary interest, as the principal amount of the convertible senior secured notes will be issued at a 10% original issue discount for aggregate proceeds of up to $4.0 million, and mature on December 31, 2018. Each investor will also receive a warrant with a five-year term to purchase 400 shares of common stock for each $1,000 of principal amount of convertible senior secured notes purchased by such investor, at an exercise price of $3.00 per share. The convertible senior secured notes will be convertible into common stock initially at a conversion price of $2.50 per share and will automatically convert into shares of common stock on the fifth trading day immediately following the issuance date of the convertible senior secured notes on which the weighted average price (as defined in the convertible senior secured notes) of the common stock for each trading day during a 20 trading day period equals or exceeds $5.00, provided that certain additional conditions have been satisfied. Additionally, pursuant to the transaction documents, the Company has agreed to secure the listing of its common stock on a national securities exchange by no later than December 31, 2017.
As part of the terms of the private placement, the Company will also provide each investor certain registration rights with respect to the securities issuable upon any conversion of such investor's convertible senior secured notes and the shares underlying the warrants.
"The closing of the new financing and amendment of our existing debt considerably improves Ener-Core's financial position, as the amount of cash flow required to address our interest expenses has been substantially reduced," said Alain Castro, CEO of Ener-Core. "This tranche of capital from both new and existing investors, combined with our shift toward a leaner, license fee-based business model, provides us with a greater opportunity to achieve positive cash flow operations in the next 15 months."
The securities offered and sold in this private placement and the securities issuable upon any conversion or exercise, as applicable, thereof were not and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Further details regarding this private placement can be found in Ener-Core's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2016.
I'm holding out for the U.S. mint. Why not?!
Walking this dog up and down the street. Shameful
Interesting how the price shot up yesterday before this morning's PR. I don't trust anybody at this point.
Got our hopium fix.
They will use the money for general corporate purposes. In other words; Keep the big paychecks in place for the good doctor and his friends. Nice. Wish I could work there. I'm beginning to feel like a bag holder.
I hope not. I'm long this stock and got in with the intention of selling 10 years from now after they have split three times. Long way away from that.
When the selling outweighs the buying it creates downward pressure. There has to be incredible demand for this stock to drive it higher to withstand the insider dumping when that point in time arrives.
With so few people holding large blocks of shares this stock doesn't have a chance to bust through resistance with the low volume. Every time it pops you all will send it back down. Has this group collectively thought about how we are going to unwind this mess?
October 21, 2016 08:31 ET
Ener-Core Completes Delivery of its First 2 MW Power Oxidizers to Pacific Ethanol Stockton Biorefinery
Represents Ener-Core's First Commercial Shipment of its Recently Scaled-Up 2 MW Systems
IRVINE, CA --(Marketwired - October 21, 2016) -Ener-Core, Inc. (OTCQB: ENCR), a developer of innovative gas conversion technologies for global commercial and industrial facilities, has delivered two of its 2 megawatt (MW) sized Power Oxidizers to the Stockton Biorefinery site owned by Pacific Ethanol (NASDAQ:PEIX). The shipment is a momentous occasion for Ener-Core, having deployed a commercial scale-up of the power capacity of the Power Oxidizer technology from 250kW to 2 MW over the last 18 months.
The Power Oxidizers, after delivery and installation with the Dresser-Rand KG2 turbine, are expected to provide up to 3.5 MW of electricity and over 26,000 pounds of steam/hr from the two Power Station units. The Power Stations will provide Pacific Ethanol (PEIX), a leading producer and marketer of low-carbon renewable fuels, with a first-of-its-kind solution that can reduce air pollution by converting by-product low-quality waste gases generated by the Stockton plant's ethanol production into useful electricity and steam. The Power Stations are intended to significantly reduce the quantity of energy currently purchased by Pacific Ethanol's Stockton plant and are expected to reduce their energy costs by an estimated $3 to $4 million per year, representing a significant reduction in operating expenses for the plant.
The Ener-Core Power Oxidizer is designed to provide an alternative to a traditional combustion chamber within gas turbines for purposes of power generation. The Power Oxidizer, when coupled with an integrated gas turbine, allows a wide range of industries to utilize previously unusable low-quality gases and certain volatile organic compounds as a low-cost fuel source to generate on-site heat, power and steam. Ener-Core's delivery is the first step in the commissioning process and Ener-Core's engineering team will continue to work with the engineering teams from Dresser-Rand toward the installation of these systems at Pacific Ethanol's Stockton Biorefinery in next few months.
Alain Castro, CEO of Ener-Core, commented: "The enthusiasm within our team runs quite high at the moment, as this is an important milestone for all of us, especially the engineers and staff in our Irvine, California headquarters that have worked so hard on the scale-up of this technology over the last two years. The road to achieving utility-grade scale of our Power Oxidizer represents a significant engineering accomplishment with global repercussions in a growing market segment. We, as a management team, are humbled by everyone's commitment to this common goal. We look forward to the installation of these systems at Pacific Ethanol's industrial plant later this year and to building upon this success and expanding our technology and product portfolio in the near future."
About Pacific Ethanol
Pacific Ethanol, Inc. (NASDAQ: PEIX) is the leading producer and marketer of low-carbon renewable fuels in the Western United States. With the addition of four Midwestern ethanol plants in July 2015, Pacific Ethanol more than doubled the scale of its operations, entered new markets, and expanded its mission to advance its position as an industry leader in the production and marketing of low carbon renewable fuels. Pacific Ethanol owns and operates eight ethanol production facilities, four in the Western states of California, Oregon and Idaho, and four in the Midwestern states of Illinois and Nebraska. The plants have a combined production capacity of 515 million gallons per year, produce over one million tons per year of ethanol co-products such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, corn oil, distillers yeast and CO2. Pacific Ethanol markets and distributes ethanol and co-products domestically and internationally. Pacific Ethanol's subsidiary, Kinergy Marketing LLC, markets all ethanol for Pacific Ethanol's plants as well as for third parties, with over 800 million gallons of ethanol marketed annually based on historical volumes. Pacific Ethanol's subsidiary, Pacific Ag. Products LLC, markets wet and dry distillers grains. For more information, please visitwww.pacificethanol.com.
About Ener-Core
Irvine, California-based Ener-Core, Inc. (OTCQB: 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 turns one of the most potent pollution sources into a profitable, "always on" source of clean energy. Ener-Core's technology offers an alternative to the flaring (burning) of gaseous pollution while generating operating efficiencies and reducing the costs of compliance with environmental regulations. Ener-Core offers the 250kW Ener-Core EC250 and the larger, 2 MW Ener-Core Powerstation KG2-3GEF/PO. For more information, please visit www.ener-core.com.
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 or required by law, Ener-Core assumes no obligation to update forward-looking statements.
Media and Investor Relations:
MZ Group
Chris Tyson
Managing Director - MZ North America
Direct: 949-491-8235
ENCR@mzgroup.us
www.mzgroup.us
MZ Group
http://www.mzgroup.us/
MZ Group
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Another good volume day. (At least for this stock it's good volume) Perhaps something is coming.
Better volume today. Stay positive.
I ignored them as well. They seem shady and greedy to me.
Not quite sure I understand you comment. Can you please explain?
They said profitability by 2017. I think more depends on the DR sales team than the encr sales team.
Anyone else getting calls from Maxim? Are they diluting again?
I vote for #4, #5.
Let's just agree that we are all partially correct.
I think the good doctor is coasting to retirement. He's going to ride this cash cow as long as he can and then get off when he is forced off by the board or continued horrible results.
Guess those giant salary incentives won't be met. Pitiful performance
Significant earnings release today. Since when is apdn significant to the market? I may just be a bit paranoid
Got an email from seeking alpha about today's earnings announcement. Not sure I like that. Seeking alpha is a very crooked organization. We'll see.
8 million, not 18. Peanuts
HOW ABOUT REWARDING THE SHAREHOLDERS AT SOME POINT! HOW ABOUT A STOCK BUY BACK INSTEAD OF A MILLION DOLLAR BONUS FOR THE CEO.
Pursuant to the Agreement, Dr. Hayward’s annual base salary is $400,000, which Dr. Hayward voluntarily reduced to $300,000 effective May 7, 2016. The Board of Directors and/or the Compensation Committee of the Board will review Dr. Hayward’s base salary annually. The Board or the Compensation Committee, acting in its discretion, may increase (but may not decrease unless elected by Dr. Hayward) the annual rate of Dr. Hayward’s base salary. The Board of Directors, acting in its discretion, may grant annual bonuses to Dr. Hayward. Dr. Hayward will be eligible for a special cash incentive bonus of up to $800,000, to be earned as follows: $300,000 for the first fiscal year ending after the date hereof in which the Company’s revenue equals at least $8 million, plus $100,000 for each $2 million of revenue in excess of $8 million. Dr. Hayward will be eligible for annual equity awards under the Company’s equity incentive plan, will be entitled to certain benefits and perquisites and will be eligible to participate in retirement, welfare and incentive plans available to our other executives.
Not a bad gig for a company that hasn't made a profit in its history and has not made shareholders 1 penny except for the swingers and shorters.
He was just very confident that all the new types of fuel to drive turbines was just getting started, wind, oxidation technology etc.
Talked to an employee from Siemens, he said hold on to the stock.
Yes. I got burnt real bad.
I hope his dastardly intentions trap him at some point and he gets caught in a massive short squeeze. His demise should be in the same way he hurt others.
What is it going to take to move the needle on this thing? Only one thing. Profitability. Seems to me I remember the good doc saying 2017 was the time frame. Let's hope he wasn't pulling our leg.
Another job for the good Doctor's nephew.