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): May 10, 2010

Energy Focus, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
32000 Aurora Road, Solon, Ohio		44139
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 440-715-1300

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 obligation of the registrant under any of the following provisions:

[  ]  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))

Item 1.01 Entry into a Material Definitive Agreement.

The information contained below in Item 8.01 is hereby incorporated by reference into this Item 1.01. By incorporating that information into this Item 1.01 Energy Focus, Inc. (the "Company") shall not be deemed to be making an admission of the materiality of the Amendment Agreement.

Item 8.01 Other Events.

On March 17, 2010,the Company entered into a purchase agreement (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC, an Illinois limited liability company ("LPC"), whereby LPC has agreed to purchase 350,000 shares of the Company’s common stock together with a warrant to purchase an equivalent amount of shares for total consideration of $375,000. LPC also has agreed to purchase up to an additional 3,650,000 shares of common stock, at the Company’s option, over a 25 month period. Upon entering into the Purchase Agreement, the Company issued to LPC 120,000 shares of its common stock as consideration for entering into the Agreement and shall issue an equivalent number of shares pro rata as LPC purchases the 3,650,000 shares.

The Company agreed in a registration rights agreement with LPC to file a registration statement with the United States Securities & Exchange Commission (the "SEC") covering the shares issuable under the Purchase Agreement. The Company filed that registration statement with the SEC on Form S-3 on April 20, 2010.

The above description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s 8-K Report filed with the SEC on March 19, 2010.

The parties have amended Section 2(i) of the Purchase Agreement as of May 10, 2010 solely to make clear that all of the shares that the Company may issue to LPC under the Agreement cannot exceed 19.99% of the Company’s outstanding shares without shareholder approval, as required by Nasdaq Rule 5635(d). A copy of the Amendment Agreement with LPC is attached to this report as Exhibit 10.1 and incorporated by reference.

The information contained in this Item 8.01 is incorporated by reference into Item 1.01. By incorporating this information into Item 1.01, the Company shall not be deemed to be making an admission of the materiality of the Amendment Agreement.

SIGNATURES

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.

	Energy Focus, Inc.
May 10, 2010	By:	Joseph G. Kaveski
		Name: Joseph G. Kaveski
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment Agreement dated May 10, 2010 between the Company and Lincoln Park Capital Fund

EX-10.1

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of May 10, 2010, by and between ENERGY FOCUS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

WHEREAS:

The Company and the Investor have entered into a Purchase Agreement as of March 17, 2010 (the “Purchase Agreement”). The parties desire to amend Section 2(i) of the Purchase Agreement to fully comply with the rules of the Principal Market as defined in the Purchase Agreement.

NOW THEREFORE, the Company and the Investor hereby agree as follows:

1. CHANGE TO PURCHASE AGREEMENT. The first paragraph of Section 2(i) of the Purchase Agreement shall be changed to read in full as follows:

(i) Compliance with Principal Market Rules; Company Rights Agreement. The Company shall not effect any sale or issuance of shares of Common Stock under this Agreement and the Investor shall not have the right or the obligation to purchase or accept issuance of any shares of Common Stock under this Agreement to the extent that after giving effect to such purchase or issuance the “Exchange Cap” shall be deemed to be reached. The “Exchange Cap” shall be deemed to have been reached if, at any time prior to the shareholders of the Company approving the transaction contemplated by this Agreement, upon a purchase or issuance under this Agreement, the Purchase Shares, Commitment Shares, and Warrant Shares issuable pursuant to such purchase or issuance would, together with all Purchase Shares, Commitment Shares, and Warrant Shares previously issued under this Agreement, exceed 4,247,936 shares of Common Stock (19.99% of the 21,250,304 outstanding             shares of Common Stock as of the date of this Agreement). The Company may, but shall be under no obligation to, request its shareholders to approve the transaction contemplated by this Agreement. The Company shall not be required to issue any Purchase Shares, Commitment Shares, or Warrant Shares under this Agreement if such issuance would breach the Company’s obligations under the rules or regulations of the Principal Market.

2. NO CHANGE. The Company and the Investor agree that, except as modified by this Amendment, any and all provisions of the Purchase Agreement remain in full force and effect.

3. COUNTERPARTS. This Amendment may be executed in two identical counterparts, both of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature or a signature in a “.pdf” format data file.

IN WITNESS WHEREOF, the Investor and the Company have caused this Amendment Agreement to be duly executed as of the date first written above.

COMPANY:

ENERGY FOCUS, INC.

By:       
Name: Joseph G. Kaveski
Title: Chief Executive Officer


INVESTOR:

LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL
PARTNERS, LLC

BY: ROCKLEDGE CAPITAL
CORPORATION

By:       
Name: Josh Scheinfeld
Title: President