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