0000924168FALSEENERGY FOCUS, INC/DE00009241682021-06-162021-06-16
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): June 14, 2021
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 June 14, 2021, Energy Focus, Inc. (the “Company”) entered into a securities purchase agreement with certain institutional accredited investors (the “Purchase Agreement”), pursuant to which the Company agreed to sell, in a registered direct offering, an aggregate of 990,100 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.05 per share (the “Offering”).
The Offering is expected to close on or about June 16, 2021, subject to customary closing conditions.
The 990,100 shares of Common Stock sold in the Offering were offered and sold pursuant to a prospectus, dated December 12, 2018, and a prospectus supplement dated June 14, 2021, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-228255).
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by references to the full text of the Form of Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the opinion of Jones Day relating to the validity of the shares of Common Stock issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On June 14, 2021, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit | |
| Number | Description |
| |
| Opinion of Jones Day |
| Form of Securities Purchase Agreement, dated as of June 14, 2021, between the Company and each purchaser named in the signature pages thereto |
| Consent of Jones Day (contained in Exhibit 5.1) |
| Press release, dated June 14, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | | | | |
| * | Certain schedules and exhibits to this agreement have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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.
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Dated: June 16, 2021 | | |
| | |
| | |
| ENERGY FOCUS, INC. |
| |
| |
| By: | /s/ Tod A. Nestor |
| Name: | Tod A. Nestor |
| Title: | President and Chief Financial Officer |