Energy Focus, Inc.
32000 Aurora Road, Suite B
Solon, OH 44139
November 29, 2018
VIA EDGAR
Mr. Paul Fischer
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Energy Focus, Inc.
Registration Statement on Form S-3
Filed November 7, 2018
File No. 333-228255
Dear Mr. Fischer:
This letter responds to the Staff’s comment provided on November 19, 2018 regarding the Registration Statement on Form S-3 filed by Energy Focus, Inc. (the “Company”), on November 7, 2018. We have set forth below the Staff’s comment followed by our response.
General
| 1. | Please revise the outside cover page of the prospectus to set forth the calculation of the aggregate market value of the Company’s outstanding voting and non-voting common equity, as well as the amount of all securities offered during the twelve-month period that ends on and includes the date of your prospectus. |
Response:
As discussed with the Staff, the Company will provide the aggregate market value of the Company’s outstanding voting and non-voting common equity, as well as the amount of all securities offered during the twelve-month period that ends on and includes the date of the prospectus pursuant to General Instructions I.B.6 of Form S-3 in a prospectus supplement filed under Rule 424(b) of the Securities Act of 1933, as amended, following effectiveness of the Registration Statement.
Please contact our legal counsel, Janet Spreen of Baker & Hostetler LLP, at (216) 861-7564 if you require additional information or would like to discuss the foregoing response.
Very truly yours,
Energy Focus, Inc.
By: /s/ Jerry Turin
Name: Jerry Turin
Title: Chief Financial Officer and Secretary
cc: Janet A. Spreen, Esq.