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): February 11 18, 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)

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.

OnCorporate ~~February~~Governance ~~11,~~Deficiency ~~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”).~~Letter

On February 1118, 2019, EnSync, Inc. (the “Company”) received ~~notified~~a ~~The~~deficiency ~~NSYE~~letter ~~American (“~~from the NYSE American LLC (the “Exchange”) ~~that~~informing ~~these~~the ~~resignations~~Company ~~had~~that ~~caused~~it ~~compliance~~is ~~deficiencies~~not in compliance with the ~~following~~Exchange’s ~~sections~~continued listing standards as set forth in Sections 801(h), 804 and 805 of the ~~NYSE~~Exchange’s Company ~~American~~Guide (the “Company Guide:”). ~~Section~~Specifically, ~~802~~given the fact that the Company’s four independent directors resigned on February 11, ~~requiring~~2019, the Exchange has determined the Company does not meet the requirements of Section 801(h) as it does not have (i) a ~~majority-~~board of directors consisting of at least 50% independent ~~board~~directors or (ii) an audit committee comprised of at least two independent members. Furthermore, Rule 10A-3 of the Securities and ~~Section~~Exchange ~~803~~Act of 1934, ~~requiring~~as amended, requires an audit committee consisting ~~comprised~~of one independent member. Additionally, the Company does not have sufficient independent directors to fulfill the requirements with respect to board nominations and executive compensation required by Sections 804 and 805 of ~~three~~the Company Guide. The Company’s continued listing on the Exchange is predicated on (i) appointing one independent director to the Company’s board of directors and audit committee no later than March 18, 2019 and (ii) regaining compliance with all other corporate governance requirements of Part 8 of the Company Guide no later than April 18, 2019.

~~Item~~In ~~5.02~~the ~~Departure~~interim, ofthe ~~Directors~~Company’s orcommon ~~Certain~~stock ~~Officers;~~will ~~Election~~continue to ofbe ~~Directors;~~listed ~~Appointment~~on the Exchange, subject to the Company’s compliance with other continued listing requirements, and will continue to trade under the symbol “ESNC,” with the added designation of ~~Certain~~“.BC” ~~Officers;~~to ~~Compensatory~~indicate ~~Arrangements~~that the Company is below compliance with the Exchange’s listing standards. The Exchange also publishes a list of ~~Certain~~noncompliant ~~Officers~~issuers and displays the .BC indicator on its website.

~~The~~Filing ~~information~~Delinquency ~~set forth in Item 3.01 is incorporated herein by reference.~~Notification

~~Item~~On ~~8.01.~~February ~~Other~~20, ~~Events~~2019, the Company received a separate deficiency letter from the Exchange informing the Company that it is not in compliance with the Exchange’s continued listing standards as the Company failed to timely file its Quarterly Report on Form 10-Q for the period ended December 31, 2018 (the “Delinquent Report”), which was due to be filed with the Securities and Exchange Commission (“SEC”) no later than February 14, 2019 (collectively the “Filing Delinquency”).

~~Following~~As ~~the~~a ~~end~~result of the ~~second quarter of fiscal 2019~~foregoing, ~~the~~ ~~offtaker for a sizeable project~~ the Company ~~was~~has ~~working~~become ~~on in Hawaii sent the Company a letter purporting~~ subject to ~~terminate~~ the ~~subject~~procedures ~~power purchase agreement (“PPA”). Although this purported termination was without basis~~ and ~~was subsequently~~requirements ~~retracted~~of bySection ~~the~~1007 ~~offtaker,~~of the Company’s ~~receipt~~Guide. ofDuring ~~this~~the ~~termination~~six-month ~~letter~~period ~~triggered~~from athe ~~variety~~date of ~~significantly~~ ~~negative~~the ~~events~~Filing Delinquency ~~for~~ (the ~~Company~~“Initial ~~including:~~Cure (iPeriod”), ~~prevented~~ the ~~Company~~Exchange ~~from~~will ~~successfully~~monitor ~~concluding~~the ~~negotiations for~~Company and the ~~sale~~status of the ~~PPA,~~Delinquent ~~which~~Report and ~~was~~any ~~expected~~subsequent toreports ~~provide~~until ~~significant upfront payments; (ii)~~ the ~~Company~~Filing ~~delayed~~Delinquency oris ~~canceled orders~~cured. ~~for~~If athe ~~significant~~Company ~~amount~~fails ofto ~~equipment~~cure itthe ~~had~~Filing ~~ordered~~Delinquency inwithin ~~anticipation~~the Initial ofCure ~~commencing~~Period, the ~~project~~Exchange ~~and~~may, ~~also~~in toits ~~facilitate timely~~sole ~~completion~~discretion, ofallow the ~~project~~Company’s ~~according~~securities to ~~the~~be ~~offtaker’s~~traded ~~aggressive~~for ~~project~~up ~~timelines,~~to ~~which~~an ~~severely negatively~~additional ~~impacted~~six-month ~~relationships~~period ~~with~~(the ~~some~~“Additional ~~key~~Cure ~~suppliers; and (iii~~Period”), ~~negatively~~depending ~~impacting~~on the Company’s ~~ability~~specific tocircumstances. ~~pursue financing~~If ~~options~~the ~~including strategic partnership transactions, PPA project financing facilities, working capital lines of~~Exchange ~~credit,~~determines ~~and~~that ~~additional~~an ~~sales~~Additional ofCure ~~Common~~Period ~~Stock~~is ornot ~~other debt or equity securities~~appropriate, ~~which~~suspension ~~have~~and ~~also~~delisting ~~been~~procedures ~~negatively~~will ~~impacted~~commence ~~by the deterioration~~ in ~~the~~accordance ~~state of~~ with the ~~capital~~procedures ~~markets~~set ~~which~~forth ~~began~~ in ~~the~~Section ~~second~~1010 ~~quarter~~ of ~~fiscal~~the ~~2019~~Company Guide.

AsNotwithstanding ~~previously~~the ~~reported~~foregoing, onhowever, the ~~Company’s~~Exchange ~~Current~~may ~~Report~~in onits ~~Form~~sole ~~8-K~~discretion ~~filed~~decide ~~with~~(i) ~~the~~not ~~Securities~~to ~~and~~afford ~~Exchange~~the ~~Commission~~Company onany ~~January~~Initial ~~25,~~Cure ~~2019,~~Period ~~(i)~~or onAdditional ~~January~~Cure 23Period, ~~2019 Bradley Hansen resigned~~ as the ~~Company's~~case ~~President~~may ~~and~~be, at ~~Chief~~all ~~Executive~~or ~~Officer~~(ii) ~~and~~at asany atime ~~member~~during of the ~~Company’s~~Initial ~~Board~~Cure ofPeriod ~~Directors~~or ~~and~~Additional ~~(ii)~~Cure ~~on January 24~~Period, ~~2019~~to ~~Sandeep~~truncate ~~Gupta~~the ~~was~~Initial ~~appointed~~Cure Period or Additional Cure Period, as the ~~Company’s~~case ~~interim~~may ~~Chief~~be. ~~Executive~~Furthermore, ~~Officer~~the ~~and~~Exchange ~~Chief~~may ~~Restructuring~~immediately ~~Officer~~commence suspension and ~~also~~ asdelisting aprocedures ~~member~~if of the Company's ~~Board~~is ofsubject ~~Directors.~~to ~~Mr.~~delisting ~~Gupta~~pursuant isto aany ~~principal~~other ~~and~~provision ~~founder~~ of ~~Novo~~the ~~Advisors~~Company ~~and~~Guide, ~~his~~including ~~expertise~~if ~~ranges from~~ the ~~development~~Exchange ofbelieves, ~~short-term~~in ~~liquidity~~its sole ~~forecasts~~discretion, ~~break-even~~that ~~analyses,~~continued listing and ~~performance/profit~~trading ~~improvement~~of ~~studies~~the toCompany’s ~~mergers and~~securities ~~acquisitions~~on ~~and~~the ~~liquidation~~Exchange ~~analyses~~is ~~for~~inadvisable ~~healthy~~or ~~and~~unwarranted in ~~distressed~~accordance ~~businesses~~with ~~across~~Sections a1001-1006 ~~wide~~of ~~array~~the ofCompany ~~industries~~Guide.

~~Due~~In tothe interim, the ~~severe~~Company’s ~~impacts~~common ofstock will continue to be listed on the ~~above~~Exchange, ~~and~~subject to the ~~current~~Company’s ~~state of~~compliance ~~its~~with ~~business~~other continued listing requirements, and will continue to trade under the ~~Company~~symbol ~~has~~“ESNC.” The Exchange will make a ~~very~~late ~~short~~filer ~~term~~(“.LF”) ~~need~~indicator ~~for~~available ~~additional~~on ~~financing~~the consolidated ~~which~~tape. itEach ~~has~~data ~~been~~vendor ~~actively~~that ~~pursuing.~~disseminates ~~However,~~ the ~~Company~~quotes ~~has~~and notrades ~~commitments~~of Exchange-listed issuers may append this indicator to ~~obtain~~the ~~any~~ticker ~~additional~~symbol ~~financing~~of ~~and~~the ifCompany. itEach ~~does~~vendor ~~not~~is ~~obtain~~free ~~sufficient~~to ~~financing~~use inan indicator of its own choosing so the ~~very~~letter ~~near~~or symbol used to ~~term~~indicate itthis ~~will~~status ~~likely~~may ~~need~~differ from vendor to ~~discontinue~~vendor. ~~operations~~The Exchange also publishes a list of noncompliant issuers and ~~initiate~~displays the ~~insolvency~~.LF ~~proceedings~~indicator on its website.

Item 8.01.

Other Events.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2019, the Company has a very short term need for additional financing; however, the Company currently has no commitments to obtain any additional financing and if it does not obtain sufficient financing in the very near term it will likely need to discontinue operations and initiate insolvency proceedings. Accordingly, the Company has continued to actively pursue additional financing and take steps to reduce costs. To this end, on February 14, 2019, the Company conducted a reduction-in-force, impacting approximately 25 employees of the Company.

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.~~	EnSync, Inc.
Dated: February 12, 2019	By:	/s/ Sandeep Gupta
Dated:	February 21, 2019	By:	/s/ Sandeep Gupta
	~~Name:~~	Name:	Sandeep Gupta
	~~Title:~~	Title:	Interim Chief Executive Officer and Chief Restructuring Officer
			Chief Restructuring Officer

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