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): | February 29, 2012 |
Energy Focus, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 0-24230 | 94-3021850 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 32000 Aurora Road, Solon, Ohio | 44139 | |
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_________________________________ (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.
Between February 29, 2012 and March 2, 2012, Energy Focus, Inc. ("the Company") entered into Securities Purchase Agreements with 10 investors, under which they agreed to purchase 19.6 million units, each of which consists of one share of the Company’s common stock, par value $0.0001 per share, and one-half warrant to purchase one share of common stock. The purchase price of each unit was $0.25, based on a formula involving the stock’s 30 day average price prior to February 24, 2012. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $0.54. Each warrant is immediately separable from the unit and immediately exercisable, and expires three years from the date of issuance. The Company plans to use the proceeds of the offering to retire debt and for working capital purposes.
Eight of the ten investors are new investors and the largest single investment was $1.0 million.
On March 5, 2012 the Company issued a press release announcing the offering. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On March 2, 2012, the Company raised $4.9 million when the private placement described under Item 1.01 closed. The Company handled the placement of the shares.
The offering and issuance of the common shares and warrants were not registered under the Securities Act of 1933, as amended, in reliance upon the exemptions from the registration requirements of the Act in Section 4(2) of the Act and Rule 506 of Regulation D. To make the exemptions available, the Company relied upon the fact that its offer was made without any form of general solicitation and upon the representations of each investor in the investor’s Securities Purchase Agreement that the investor was an institutional or accredited investor, that the investor had full access to information about the Company, and that the investor was acquiring the securities as principal for its own account and not with a view to or for distributing or reselling the securities. In addition, the Company relied upon the consent of each investor in the Securities Purchase Agreement to the placement of a restriction on transfer of the investor’s shares and warrants.
The Securities Purchase Agreement requires the Company to register with the Securities and Exchange Commission on Form S-3 the shares of common stock issued in the transaction and the shares of common stock issuable upon exercise of the warrants.
Item 8.01 Other Events.
On March 5, 2012, the Company issued a press release announcing that it has received a $4.9 million equity investment from a group of investors. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibits are provided with this Report.
Exhibit No.
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99.1 - Press Release dated March 5, 2012.
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. | ||||
| March 5, 2012 | By: |
/s/ Mark J. Plush
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| Name: Mark J. Plush | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release dated March 5, 2012. |
ENERGY FOCUS, INC. Receives a $4.9 Million Investment
SOLON, Ohio, March 5, 2012 — Energy Focus, Inc. (OTC BB: EFOI.OB)) today announced that it has received a $4.9 million equity investment from a group of investors. The investors agreed to purchase 19.6 million units for $0.25 per unit based on a formula involving the stock’s 30 day average closing price prior to February 24, 2012. Each unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one-half warrant to purchase one share of the Company’s common stock at an exercise price of $0.54 per share. The warrants are immediately separable from the units and immediately exercisable, and will expire three years after the date of issuance. The issuance of the shares and warrants is exempt from registration under SEC Regulation D. The Company plans to register the shares for resale at a later date.
Joe Kaveski, Energy Focus CEO commented: “Our common stock price has risen since finalizing the negotiations with these investors. We were obligated to honor the terms of the agreement on pricing despite the stock’s recent rise. However, it is gratifying that our new investors have expressed their intent to be long-term shareholders of the Company.”
Mr. Kaveski continued: “This capital infusion was very timely as it will provide a source of cash to retire debt and other obligations due in March. Additionally this investment, along with our new credit facility, will provide the necessary working capital needed to fund our growth during 2012 for IntelliTube™ sales to the US Navy and other LED products to our commercial and government customers.”
About Energy Focus, Inc.
Energy Focus, Inc. is a leading provider of energy efficient LED lighting products and turnkey energy efficient lighting solutions, holding 75 relevant lighting patents. Our solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting. Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy fleet and the next generation Very High Efficiency Solar Cell. Customers include supermarket chains, the U.S. Government, state and local governmental agencies, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Nashville, TN, Pleasanton, CA, and the United Kingdom. For more information, see our web site at www.energyfocusinc.com.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For more information about potential factors that could affect the financial results of Energy Focus, please refer to the Company’s SEC reports, including its Annual Reports on Form 10-K and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.
Media Contact:
Energy Focus, Inc.
Public Relations Office
(440) 715-1295
pr@energyfocusinc.com
Investor Contact:
Brion Tanous
CleanTech IR, Inc.
(310) 541-6824
btanous@cleantech-ir.com