Ener-Core, Inc.
9400 Toledo Way
Irvine, California 92618
Telephone: (949) 616-3300
January 14, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-4631
Attn: Pamela A. Long, Edward M. Kelly and Erin K. Jaskot
| Re: | Ener-Core, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed December 23, 2013 File No. 333-192612
|
Dear Ms. Long, Mr. Kelly and Ms. Jaskot:
Set forth below are the responses of Ener-Core, Inc. (the “Company”) to the comments received from the staff (“Staff”) of the Securities and Exchange Commission in the letter dated January 9, 2014, regarding the above-referenced matter. We have reproduced the Staff’s comments in bold type for your convenience and have followed the comment with the Company’s response. References in this letter to “we”, “our”, or “us” mean the Company or its advisors, as the context may require.
We also enclose a marked draft of the proposed Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration Statement on Form S-1, File No. 333-192612 (the “Registration Statement”) containing revisions that have been made in response to the Staff’s comments.
Executive Compensation, page 43
| 1. | Please update your executive compensation disclosure to provide the information called for by Item 402 of Regulation S-K for your fiscal year ended December 31, 2013. For guidance, please refer to Question 117.05 of our Regulation S-K Compliance and Disclosure Interpretations. |
Response:The Company has amended the Registration Statement accordingly, as reflected on pages 43, 44 and 46 of Amendment No. 3.
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Securities and Exchange Commission
January 14, 2014
Page 2
We hope that the information contained in this letter satisfactorily addresses the comments by the Staff. Please do not hesitate to contact the undersigned.
| Very truly yours, | |
| ENER-CORE, INC. | |
| /s/ Alain Castro | |
| Alain Castro | |
| Chief Executive Officer |
