0001104659-20-008694.txt : 20200130 0001104659-20-008694.hdr.sgml : 20200130 20200130161120 ACCESSION NUMBER: 0001104659-20-008694 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200116 FILED AS OF DATE: 20200130 DATE AS OF CHANGE: 20200130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tu James CENTRAL INDEX KEY: 0001564957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561502 MAIL ADDRESS: STREET 1: ENERGY FOCUS, INC. STREET 2: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Huang Gina CENTRAL INDEX KEY: 0001600805 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561503 MAIL ADDRESS: STREET 1: C/O ENERGY FOCUS, INC. STREET 2: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jag International Co Ltd. CENTRAL INDEX KEY: 0001544485 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561504 BUSINESS ADDRESS: STREET 1: 12 F, NO. 383, SEC 4, REN-AI ROAD STREET 2: DA-AN DISTRICT CITY: TAIPEI STATE: F5 ZIP: 106 BUSINESS PHONE: 886-921-812-983 MAIL ADDRESS: STREET 1: 12 F, NO. 383, SEC 4, REN-AI ROAD STREET 2: DA-AN DISTRICT CITY: TAIPEI STATE: F5 ZIP: 106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brilliant Start Enterprise, Inc. CENTRAL INDEX KEY: 0001600870 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561505 BUSINESS ADDRESS: STREET 1: PORTCULLIS TRUSTNET CHAMBERS CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 3444 BUSINESS PHONE: 440-715-1291 MAIL ADDRESS: STREET 1: PORTCULLIS TRUSTNET CHAMBERS CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 3444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5 ELEMENTS GLOBAL FUND, LP CENTRAL INDEX KEY: 0001480824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561506 BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET STREET 2: STE. 1725 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.847.7225 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET STREET 2: STE. 1725 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fusion Park LLC CENTRAL INDEX KEY: 0001801344 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 20561507 BUSINESS ADDRESS: STREET 1: 1 BRIDGE PLAZA NORTH STREET 2: #275 CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: (571) 246-3957 MAIL ADDRESS: STREET 1: 1 BRIDGE PLAZA NORTH STREET 2: #275 CITY: FORT LEE STATE: NJ ZIP: 07024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY FOCUS, INC/DE CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32000 AURORA ROAD STREET 2: SUITE B CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4407151300 MAIL ADDRESS: STREET 1: 32000 AURORA ROAD STREET 2: SUITE B CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: FIBERSTARS INC /CA/ DATE OF NAME CHANGE: 19940527 4 1 tv537363_4.xml OWNERSHIP DOCUMENT X0306 4 2020-01-16 0 0000924168 ENERGY FOCUS, INC/DE EFOI 0001564957 Tu James 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 1 1 1 0 CEO & Chairman 0001600805 Huang Gina 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 1 0 1 0 0001544485 Jag International Co Ltd. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 0 0 1 0 0001600870 Brilliant Start Enterprise, Inc. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 0 0 1 0 0001480824 5 ELEMENTS GLOBAL FUND, LP 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 0 0 1 0 0001801344 Fusion Park LLC 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 0 0 1 0 Convertible Notes due 2021 2020-01-16 4 C 0 1080000 D Series A Convertible Preferred Stock 1080000 I See footnote Series A Convertible Preferred Stock 2020-01-16 4 C 0 1721023 A Common Stock 1721023 1721023 I See footnote On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (which is controlled by Gina Huang), for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes. Pursuant to the Note Purchase Agreement, Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively, in principal amount of the subordinated convertible promissory notes. The subordinated convertible promissory notes were amended on May 29, 2019 (as amended, the "Notes"). The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. Upon the conversion of the Notes, Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration. On January 30, 2020, the Reporting Persons filed a Schedule 13D reporting that they may be deemed to be a "group" under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder. Because the aggregate holdings of the "group" exceed 10% of the Common Stock outstanding, each Reporting Person is deemed to be a 10% owner. /s/ Gina Huang (Mei-Yun Huang) 2020-01-28 JAG INTERNATIONAL, LTD. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 2020-01-28 BRILLIANT START ENTERPRISE, INC. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 2020-01-28 /s/ James Tu 2020-01-27 5 ELEMENTS GLOBAL FUND L.P. By: /s/ James Tu, Managing Partner 2020-01-27 FUSION PARK LLC By: /s/ James Tu, Managing Member 2020-01-27