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): September 7, 2022

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

Appointment of Lesley Matt

On September 12, 2022, Energy Focus, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed Lesley Matt as the Company’s Chief Executive Officer, effective September 12, 2022. Stephen Socolof, the Company’s Chairman and previous Interim Chief Executive Officer, will continue serving as Chairman of the Board.

Ms. Matt, age 36, spent over 12 years at TCP Lighting, a global manufacturer and distributor of energy efficient lighting technologies. From 2019 to 2022, Ms. Matt served as the Senior Vice President of TCP Lighting, and previously was Vice President Marketing and Products from 2018 to 2019 at TCP Lighting, following significant marketing, sales and product roles since 2010. Previously, Ms. Matt was in several marketing roles at Knotice, a cloud-based data management platform for the marketing industry. She has over 15 years of operations, sales and marketing experience for lighting and technology companies. Ms. Matt received her bachelor of science degree in marketing management from the University of Akron.

In connection with Ms. Matt’s appointment as Chief Executive Officer, the Company entered into an offer letter agreement with Ms. Matt (the “Offer Letter”). The Offer Letter includes the following material terms:

a.Ms. Matt’s initial annual base salary rate will be $260,000;

b.Ms. Matt will be eligible to earn an annual discretionary cash bonus with a target award equal to 50% of her annual base salary, which bonus is expected to be determined based upon both the Company’s financial performance (70%) and her individual performance (30%);

c.As a material inducement to Ms. Matt’s acceptance of employment with the Company, the Company has granted Ms. Matt an initial stock option award to purchase 150,000 shares of the Company’s common stock (the “Inducement Option Award”), which Inducement Option Award will generally vest over a four-year period, with 25% generally vesting on the first anniversary of the grant date, and the remainder generally vesting in substantially equal monthly installments for 36 months thereafter;

d.While employed by the Company, Ms. Matt will be eligible to participate in the Company’s standard employee benefit plans (including certain retirement and health and welfare benefit plans); and

e.Ms. Matt has agreed to enter into a Confidentiality and Non-Competition Agreement that includes customary confidentiality, intellectual property, non-competition, and employee and customer non-solicitation provisions.

The Inducement Option Award, which was intended to be an inducement award under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, was effective on September 12, 2022 and has a per share exercise price equal to the closing price of a share of the Company’s common stock on such date.

Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits.

Exhibit
Number	Description
99.1	Press Release Dated September 12, 2022
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: September 12, 2022
	ENERGY FOCUS, INC.
	By:	/s/ Clifford R. Griffin
	Name:	Clifford R. Griffin
	Title:	SVP, Corporate Controller and Chief Accounting Officer

EX-99.1

Exhibit 99.1

Energy Focus Recruits Lighting Industry Rising Star Lesley Matt as CEO

SOLON, Ohio, September 12, 2022 -- Energy Focus, Inc. (NASDAQ: EFOI), a leader in sustainable, energy-efficient LED lighting control systems and products for the commercial, military, maritime and consumer markets, today announced that Ms. Lesley Matt will join the company as its new Chief Executive Officer, effective as of September 12, 2022.

Ms. Matt spent over twelve years at TCP Lighting, helping grow the product portfolio of the Cleveland, Ohio-based company into one of the broadest in the lighting industry.She spent the last three years as Senior Vice President, with responsibilities for developing the organization, setting strategy and objectives for the sales team, P&L responsibility for multiple channels and product categories, and overseeing day-to-day operations.Prior to TCP Lighting, she had multiple roles in marketing and product managementfor software, advertising and manufacturing companies.

Steve Socolof, Chairman of the Board of Energy Focus, commented, “We at Energy Focus are honored that Lesley chose to take the helm here as the next step in her ascent in the lighting industry.Lesley has demonstrated an ability to grow a lighting business successfully in a challenging, competitive environment.She understands the opportunity that Energy Focus offers to create a leading provider of high value, healthy lighting products across commercial and military markets.Our team and Board are excited to work with her.”

“I am confident in my ability to make Energy Focus a leading player in the industry,” said Ms. Matt. “I believe my abilities to develop a vision, execute strategy, coach team members and be quick to a decision have been the driving forces in my success. I am thrilled to bring this skill set to my new team and am beyond excited to take this next step in my career.”

In connection with her appointment as Chief Executive Officer, the Board of Directors of Energy Focus approved an inducement award of stock options for Ms. Matt in accordance with Nasdaq Listing Rule 5635(c)(4).The award provides for the right to purchase up to 150,000 shares of common stock at an exercise price equal to the Company’s common stock closing price on the date of grant, will vest under substantially the same terms as the Company’s standard executive non-qualified option award agreement, and otherwise will be subject to substantially similar terms and conditions as those established under the Company’s amended and restated 2020 Stock Incentive Plan.Subject to the terms of the award agreement, one-fourth of the granted options will vest on the first anniversary of the grant date, and the remainder will vest in equal monthly installments thereafter over a three-year period.

About Energy Focus

Energy Focus is an industry-leading innovator of sustainable light-emitting diode (“LED”) lighting and lighting control technologies and solutions, as well as UV-C Disinfection (“UVCD”) technologies and solutions. As the creator of the first flicker-free LED lamps, Energy Focus develops high quality LED lighting products and controls that provide extensive energy and maintenance savings, as well as aesthetics, safety, health and sustainability benefits over conventional lighting. Our EnFocus™ Power Line Control (“PLC”) platform enables existing and new buildings to provide quality, convenient and affordable, dimmable and color-tunable, circadian and human-centric lighting capabilities. In addition, our patent pending UVCD technologies and products aim to provide effective, reliable and affordable UVCD solutions for buildings, facilities and homes. Energy Focus’ customers include U.S. and U.S. ally navies, U.S. federal, state and local governments, healthcare and educational institutions, as well as Fortune 500 companies. Since 2007, Energy Focus has installed approximately 900,000 lighting products across the U.S. Navy fleet, including tubular LEDs, waterline security

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

lights, explosion-proof globes and berth lights, saving more than five million gallons of fuel and 300,000 man-hours in lighting maintenance annually. Energy Focus is headquartered in Solon, Ohio. For more information, visit our website at www.energyfocus.com.

Investor Contact:

Energy Focus, Inc. Investor Relations

ir@energyfocus.com

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

XML

Cover	Sep. 07, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 07, 2022
Entity Registrant Name	ENERGY FOCUS, INC/DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36583
Entity Tax Identification Number	94-3021850
Entity Address, Address Line One	32000 Aurora Road Suite B
Entity Address, City or Town	Solon,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44139
City Area Code	440
Local Phone Number	715-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	EFOI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000924168
Amendment Flag	false