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): ~~January 23~~ February 11, 2019

EnSync, Inc.

(Exact name of registrant as specified in charter)

Wisconsin	001-33540	39-1987014
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification Number)
N88 W13901 Main Street, Menomonee Falls, Wisconsin		53051
(Address of principal executive offices)		(Zip Code)

N88 W13901 Main Street, Menomonee Falls, Wisconsin		53051
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (262) 253-9800

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 11, 2019, each of Richard Abdoo, Paul Koeppe, James Ozanne and Theodore Stern resigned as a member of the Board of Directors (the “Board”) of EnSync, Inc. (the “Company”).

On February 11, 2019, the Company notified The NSYE American (“NYSE American”) that these resignations had caused compliance deficiencies with the following sections of the NYSE American Company Guide: Section 802, requiring a majority-independent board, and Section 803, requiring an audit committee comprised of three independent directors.

Item 5.02

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

OnThe ~~January~~information ~~23,~~set ~~2019,~~forth ~~Bradley~~in ~~Hansen~~Item ~~notified~~3.01 ~~the~~is ~~Company~~incorporated ofherein ~~his~~by ~~resignation as the Company’s Chief Executive Officer and as a member of the Board of Directors (the “Board”) and all other corporate positions with EnSync, Inc~~reference. ~~(the “Company”).~~

OnItem January 23, 2019, the Company entered into a retention agreement with Novo Advisors (“Novo”) pursuant to which Novo will provide various restructuring advisory and consulting services to the Company8. ~~In connection therewith, Sandeep Gupta was appointed interim Chief Executive Officer and Chief Restructuring Officer~~01. ~~Mr.~~ ~~Gupta~~Other ~~was also appointed to the Company’s Board of Directors as a Class II director with a term expiring at the Company’s 2021 annual shareholders meeting.~~Events

~~Mr.~~Following ~~Gupta,~~the ~~age~~end 51of the second quarter of fiscal 2019, the isofftaker for a ~~principal~~sizeable ~~and~~project ~~founder~~the ofCompany ~~Novo~~was ~~Advisors~~working on in Hawaii sent the Company a letter purporting to terminate the subject power purchase agreement (“PPA”). Although this purported termination was without basis and ~~his~~was subsequently ~~expertise~~retracted ~~ranges~~by ~~from~~the offtaker, the ~~development~~Company’s receipt of ~~short-term~~this ~~liquidity~~termination ~~forecasts,~~letter ~~break-even~~triggered ~~analyses,~~a ~~and~~variety ~~performance/profit~~of significantly ~~improvement~~negative events for the Company including: (i) prevented the Company from successfully concluding negotiations ~~studies~~for the sale of the PPA, which was expected to ~~mergers~~provide ~~and~~significant ~~acquisitions~~upfront ~~and~~payments; ~~liquidation~~(ii) ~~analyses~~the Company delayed or canceled orders for ~~healthy~~a ~~and~~significant ~~distressed~~amount ~~businesses~~of ~~across~~equipment ait ~~wide~~had ~~array~~ordered in anticipation of ~~industries.~~commencing the project and also to facilitate ~~Prior~~timely completion of the project according to ~~founding~~the ~~Novo~~offtaker’s ~~Advisors~~aggressive ~~Mr.~~project ~~Gupta~~timelines, ~~was~~which aseverely ~~Managing~~negatively impacted ~~Director~~relationships inwith ~~FTI~~some ~~Consulting~~key suppliers; and (iii) negatively impacting the Company’s ~~Corporate~~ability ~~Finance~~to ~~practice~~pursue financing ~~based~~options inincluding strategic partnership transactions, PPA project financing facilities, working capital lines of ~~Chicago.~~credit, ~~There~~and ~~Mr.~~additional ~~Gupta~~sales ~~assisted~~of ~~clients~~Common inStock ~~stabilizing~~or ~~businesses~~other ~~experiencing~~debt aor ~~liquidity~~equity ~~crisis~~securities, ~~and~~which ~~improving~~have ~~financial~~also ~~performance~~been negatively impacted by ~~both~~the deterioration in anthe ~~advisory~~state ~~capacity~~of ~~and~~the oncapital anmarkets ~~interim~~which ~~management~~began ~~basis~~in the second quarter of fiscal 2019.

~~Before~~As ~~joining~~previously ~~FTI~~reported inon ~~2007,~~the ~~Mr.~~Company’s ~~Gupta~~Current ~~spent~~Report on ~~eight~~Form ~~years~~8-K filed with ~~Silverman~~ ~~Consulting~~the Securities and Exchange Commission on January 25, a2019, ~~boutique~~(i) ~~restructuring~~on ~~advisory~~January ~~firm~~23, ~~based~~2019 inBradley ~~Chicago~~Hansen ~~where~~resigned as hethe ~~gained~~Company's ~~many~~President and Chief Executive Officer and as a member of ~~his~~the ~~aforementioned~~Company’s ~~skills. Prior~~Board toof ~~Silverman~~Directors and (ii) on January 24, ~~Mr.~~2019 Sandeep Gupta was anappointed ~~operational~~as the Company’s interim Chief Executive Officer and ~~strategy~~Chief ~~consultant~~Restructuring ~~for~~Officer ~~two~~and also ~~years~~as ~~with~~a ~~Arthur~~member D.of ~~Little~~the Company's Board of Directors. Mr. Gupta ~~also~~is ~~has~~a principal and founder of Novo Advisors and his expertise ranges ~~six~~from ~~years~~the development of ~~experience~~short-term asliquidity anforecasts, ~~engineer~~break-even analyses, and performance/profit improvement studies to mergers and acquisitions and liquidation analyses for ~~Exelon~~healthy ~~Corporation’s~~and ~~Commonwealth~~distressed ~~Edison~~businesses ~~power~~across ~~generation~~a ~~business~~wide inarray ~~Chicago~~of industries.

~~Mr.~~Due ~~Gupta~~to ~~holds~~the ansevere ~~M.B.A.~~impacts inof ~~Finance~~the above and ~~Business Strategy from~~ the ~~University~~current state of ~~Chicago~~its ~~and~~business, athe ~~B.S.~~Company inhas ~~Mechanical~~a ~~Engineering~~very ~~from~~short ~~the~~term ~~University~~need offor ~~Illinois~~additional atfinancing ~~Chicago.~~which ~~Mr.~~it ~~Gupta~~has isbeen aactively ~~member of~~pursuing. However, the ~~Chicago~~Company ~~chapter~~has ofno ~~the~~commitments ~~Association~~to ~~for~~obtain ~~Corporate~~any ~~Growth~~additional financing and ~~has~~if ~~most~~it ~~recently~~does ~~passed~~not ~~all~~obtain ~~three~~sufficient ~~parts~~financing ofin the ~~Certified~~very ~~Turnaround~~near ~~Professional~~term ~~exam~~it will likely need to discontinue operations and initiate insolvency proceedings.

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 hereunto duly authorized.

	EnSync, Inc.
Dated: January 25, 2019	By:	/s/ William J. Dallapiazza
Dated: February 12, 2019	By:	/s/ Sandeep Gupta
	Name: Title:	William J. DallapiazzaChief Financial Officer
	Name:		Sandeep Gupta
	Title:		Interim Chief Executive Officer and
			Chief Restructuring Officer

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