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 5, 2023
ENERGY FOCUS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36583 | 94-3021850 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
32000 Aurora Road Suite B | Solon | OH | 44139 | ||||||||
(Address of principal executive offices) | (Zip Code) |
(440) 715-1300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.0001 per share | EFOI | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☐
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 1.01. Entry into a Material Definitive Agreement.
On January 5, 2023, Energy Focus, Inc. (the “Company”) entered into a securities purchase agreement (the “January 5 Purchase Agreement”) with Mei-Yun (Gina) Huang, a member of the Company’s board of directors (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a private placement (the “January 5 Private Placement”) 257,798 shares (the “January 5 Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for a purchase price of $0.3879 per share. On January 10, 2023, the Company entered into a securities purchase agreement (collectively with the January 5 Purchase Agreement, the “Purchase Agreements”) with the Purchaser, pursuant to which the Company agreed to issue and sell, in a private placement (collectively with the January 5 Private Placement, the “Private Placements”) 325,803 shares (collectively with the January 5 Shares, the “Shares”) of the Company’s Common Stock for a purchase price of $0.4604 per share.
Aggregate gross proceeds to the Company in respect of the Private Placements are $250 thousand, before deducting estimated offering expenses payable by the Company. Each of the Private Placements was priced at fair market value under the rules of The Nasdaq Stock Market. The issuance and sale of the Shares pursuant to the Purchase Agreements are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and were made pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
The foregoing description of the Purchase Agreements is not complete and is qualified in its entirety by references to the full text of the Purchase Agreements, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
Please see the disclosures in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | |||||
Number | Description | ||||
10.1 | |||||
10.2 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: January 11, 2023 | ||||||||
ENERGY FOCUS, INC. | ||||||||
By: | /s/ Lesley A. Matt | |||||||
Name: | Lesley A. Matt | |||||||
Title: | Chief Executive Officer |