8-K

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): August 9, 2019

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, Ohio		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	NASDAQ

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

On August 9, 2019, the Board of Directors (the “Board”) of Energy Focus, Inc. (the “Company”) unanimously approved the appointment (the “Appointment”) of Philip Politziner as a director of the Company effective immediately (the “Appointment Date”). Mr. Politziner will serve until the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and until his successor is elected and qualified, or until his earlier resignation or removal. The Board will also nominate Mr. Politziner for election as a director to the Board at the 2019 Annual Meeting. Mr. Politziner was appointed to serve as a member of the Audit Committee of the Board effective as of the Appointment Date. As a non-employee director, Mr. Politziner is entitled to receive (a) an annual cash retainer of $24,000 and (b) an annual cash retainer of $7,000 for serving as a member of the Audit Committee.

Item 8.01. Other Events

A copy of the press release issued by the Company announcing the Appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit
Number	Description
99.1	Press Release Dated August 9, 2019

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: August 9, 2019
	ENERGY FOCUS, INC.
	By:	/s/ Tod A. Nestor
	Name:	Tod A. Nestor
	Title:	President, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Energy Focus Appoints Phil Politziner to the Board of Directors

SOLON, Ohio, August 9, 2019 (GLOBE NEWSWIRE) -- Energy Focus, Inc. (NASDAQ: EFOI), a leader in LED lighting technologies, today announced it has appointed accounting industry veteran and community leader Phil Politziner to its Board of Directors (the “Board”). Mr. Politziner will also serve on the Board’s Audit Committee.

Mr. Politziner was co-founder of Amper, Politziner & Mattia, which he helped grow into one of the top 25 accounting and consulting firms in the United States. The firm began in 1965 and Mr. Politziner served as Managing Partner until 2008. The firm merged with Eisner & Co. in 2010 and changed its name to EisnerAmper, where Mr. Politziner also served as Chairman Emeritus.

Recognized for his outstanding achievements in the accounting field, Mr. Politziner was named to the NJBIZ Hall of Fame in 2011 in recognition of his contributions to the accounting profession and the New Jersey business community. In 2006, he was named to the New Jersey Technology Council’s Hall of Fame as a Titan of Technology (NJTC) for his commitment to technology companies in the region. Prior to that, he received the NJTC’s highest individual distinction, The John H. Martinson Technology Supporter Award. Mr. Politziner also received the Middlesex County Regional Chamber of Commerce Community Leaders of Distinction Award.

“Phil brings to Energy Focus an exceptional background in accounting, finance and entrepreneurship”, said James Tu, Chairman and CEO of Energy Focus, Inc.  “With an extensive range of proven experiences from accounting to corporate governance to organizational leadership and strategic planning and from technology startups to capital markets, Phil will be a powerful and timely addition to our Board.  We very much look forward to having his contributions to our sustainable growth and social impact in the years ahead.”

“I am honored to join Energy Focus’s Board as the Company embarks on a new and exciting chapter towards becoming a premier LED lighting leader,” said Mr. Politziner.  “I look forward to partnering with James, the management team and the Board to build substantial value for Energy Focus’ community of constituents, be it employees, customers, partners or stockholders,” said Mr. Politziner.

Mr. Politziner was appointed as a board director for Jensyn Acquisition Corporation (NASDAQ: JSYN) in 2016, where he had been the chairman of the audit committee until June 2019 when it consummated its merger with Peck Electric Co.  Mr. Politziner received his B.S. in accounting from New York University and is currently licensed as a CPA in New Jersey.  He is a member of the American Institute of Certified Public Accountants (AICPA) and the New Jersey Society of Certified Public Accountants (NJSCPA).   

About Energy Focus

Energy Focus is an industry-leading innovator of energy-efficient LED lighting technologies. As the creator of the first flicker-free LED products on the U.S. market, Energy Focus products provide extensive energy and maintenance savings, and aesthetics, safety, health and sustainability benefits over conventional lighting. Our customers include U.S. and foreign navies, U.S. federal, state and local governments, healthcare and educational institutions, as well as Fortune 500 companies. Energy Focus is headquartered in Solon, Ohio. For more information, visit our website at www.energyfocus.com

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32000 Aurora Road, Solon, OH 44139        •www.energyfocus.com        •800.327.7877

Media Contact:

Ashley Tolfo

Energy Focus, Inc.

(800) 327-7877

Investor Contacts:

Satya Chillara

Darrow Associates, Inc.

(510) 396-2776

32000 Aurora Road, Solon, OH 44139        •www.energyfocus.com        •800.327.7877