EFOI / Energy Focus, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2025 (the “Signing Date”), between Energy Focus, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2)

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): August 15, 2025 ENERGY FOCUS, INC

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): August 15, 2025 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

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): August 8, 2025 ENERGY FOCUS, INC.

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): August 8, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports Second Quarter 2025 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2025 Financial Results SOLON, Ohio, August 12, 2025 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial market and military maritime market (“MMM”), today announced financial results for its second quarter ended June 30, 2025. Second Quarter 2025 Financial Highlights: •Net sa

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): August 12, 2025 ENERGY FOCUS, INC

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): August 12, 2025 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

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): June 30, 2025 ENERGY FOCUS, INC.

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): June 30, 2025 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 N

, 2025, between the Company and the Purchaser.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2025 (the “Signing Date”), between Energy Focus, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of

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): June 19, 2025 ENERGY FOCUS, INC.

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): June 19, 2025 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 N

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): June 12, 2025 ENERGY FOCUS, INC.

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): June 12, 2025 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 N

Energy Focus, Inc. Reports First Quarter 2025 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports First Quarter 2025 Financial Results SOLON, Ohio, May 13, 2025 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial and military maritime and consumer markets, today announced financial results for its first quarter ended March 31, 2025. First Quarter 2025 Financial Highlights: •Net sales of

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 13, 2025 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 27, 2025 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

Securities Purchase Agreement, dated as of

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2025 (the “Signing Date”), between Energy Focus, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this

PAYOFF LETTER This Payoff Letter (this “Letter”) is entered into as of January 18, 2024 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”). NOW, THEREFOR

PAYOFF LETTER This Payoff Letter (this “Letter”) is entered into as of January 18, 2024 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Energy Focus, Inc.

Energy Focus, Inc. INSIDER TRADING POLICY Dated: March 25, 2025

Exhibit 19.1 Energy Focus, Inc. INSIDER TRADING POLICY Dated: March 25, 2025 Summary Energy Focus, Inc. (“EFOI” or the “Company”), has implemented an Insider Trading Policy (the “Policy”) to provide guidelines to officers, directors, employees and related individuals of the Company and its subsidiaries with respect to transactions in the Company’s securities. The Policy is designed to prevent insi

Jay Huang [Insert Address] Dear Jay: It is with great enthusiasm that we extend to you this formal offer of employment for the position of Chief Executive Officer with Energy Focus, Inc. (the “Company”), subject to the terms and conditions outlined b

Jay Huang [Insert Address] Dear Jay: It is with great enthusiasm that we extend to you this formal offer of employment for the position of Chief Executive Officer with Energy Focus, Inc.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages h

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se

EX-10.41

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2024, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages he

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2024, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2024 Financial Results SOLON, Ohio, March 25, 2025 - Energy Focus, Inc. (NASDAQ: EFOI), a leader in sustainable, energy-efficient lighting and controls systems products for the commercial, military maritime and consumer markets, today announced financial results for its fourth quarter and fiscal year ended December 31, 2024. Fu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC. (Exact nam

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 25, 2025 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

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): November 12, 2024 ENERGY FOCUS, I

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): November 12, 2024 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Third Quarter 2024 Financial Results SOLON, Ohio, November 12, 2024 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial market and military maritime market (“MMM”), today announced financial results for its third quarter ended September 30, 2024. Third Quarter 2024 Financial Highlights: •Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

s 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): August 12, 2024 ENERGY FOCUS, I

s 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): August 12, 2024 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Energy Focus, Inc. Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2024 Financial Results SOLON, Ohio, August 9, 2024 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial market and military maritime market (“MMM”), today announced financial results for its second quarter ended June 30, 2024. Second Quarter 2024 Financial Highlights: •Net sal

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 21, 2024 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 N

Submission of Matters to a Vote of Security Holders

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): June 14, 2024 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 N

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 13, 2024 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 Nu

Energy Focus, Inc. Reports First Quarter 2024 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports First Quarter 2024 Financial Results SOLON, Ohio, May 10, 2024 - Energy Focus, Inc. (NASDAQ: EFOI), a leader in energy-efficient lighting and control system products for the commercial and military maritime and consumer markets, today announced financial results for its first quarter ended March 31, 2024. First Quarter 2024 Financial Highlights: •Net sales o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 28, 2024 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 21, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC. (Exact nam

Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2023 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2023 Financial Results SOLON, Ohio, March 21, 2024 - Energy Focus, Inc. (NASDAQ: EFOI), a leader in sustainable, energy-efficient lighting and controls systems products for the commercial, military maritime and consumer markets, today announced financial results for its fourth quarter and fiscal year ended December 31, 2023. Fu

Energy Focus, Inc. Compensation Recovery Policy

EXHIBIT 97.1 Energy Focus, Inc. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Energy Focus, Inc. (the “Company”) in accordance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010), and related listing

US29268T5083 / Energy Focus, Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Energy Focus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 29268T508 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Energy Focus, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Sch

Energy Focus, Inc. Reports Third Quarter 2023 Financial Results

Exhibit 99.1 Energy Focus, Inc. Reports Third Quarter 2023 Financial Results SOLON, Ohio, November 9, 2023 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial market and military maritime market (“MMM”), today announced financial results for its third quarter ended September 30, 2023. Third Quarter 2023 Financial Highlights: •Net

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Form of Securities Purchase Agreement, dated as of September 29, 2023, between the Company and certain accredited investors.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and condition

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 29, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission F

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

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): August 28, 2023 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

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): August 24, 2023 ENERGY FOCUS, INC

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): August 24, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

s 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): August 10, 2023 ENERGY FOCUS, I

s 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): August 10, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Energy Focus, Inc. Reports Second Quarter 2023 Financial Results Conference Call to be Held Today at 11 a.m. ET

Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2023 Financial Results Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, August 10, 2023 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial market and military maritime market (“MMM”), today announced financial results for its second quarter ended June 30, 2023. Se

ENERGY FOCUS, INC. 1,270,450 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272604 PROSPECTUS ENERGY FOCUS, INC. 1,270,450 Shares of Common Stock This prospectus forms a part of our Registration Statement on Form S-3 (Registration Statement No. 333-272604) filed on June 12, 2023. On June 16, 2023 at 5:00 p.m. Eastern time, or the effective time, we completed a 1-for-7 reverse stock split, or the Reverse Stock Split, of

July 7, 2023

July 7, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Energy Focus, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 28, 2023 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 N

Securities Purchase Agreement, dated as of June 29, 2023, between the Company and

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Energy Focus Announces $1.3 Million Investment and Changes to Board of Directors

Energy Focus Announces $1.3 Million Investment and Changes to Board of Directors SOLON, Ohio, July 5, 2023 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems for the commercial, military, and maritime markets, today announces that on June 29, 2023 the company entered into a purchase agreement for the issuance and sale of 746,875 shares of th

Certificate of Amendment of Certificate of Incorporation, dated June 1

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ENERGY FOCUS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Energy Focus, Inc. (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: Resolutions were duly adopted by the Boa

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): June 15, 2023 ENERGY FOCUS, INC.

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): June 15, 2023 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 N

As filed with the Securities and Exchange Commission on June 12, 2023

As filed with the Securities and Exchange Commission on June 12, 2023 Registration No.

Calculation of Filing Fee Tables Form S-3 (Form Type) Energy Focus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Energy Focus, Inc.

ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY

EX-24.1 5 a202306s-3ex241poaresale.htm EX-24.1 Exhibit 24.1 ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Energy Focus, Inc., a Delaware corporation (the “Registrant”), hereby constitutes and appoints Lesley A. Matt and James R. Warren, and each of them, his true and lawful attorney or attorneys-in

Conflict Minerals Report for the reporting period from January 1, 202

Exhibit 1.01 Energy Focus, Inc. Conflict Minerals Report For The Year Ended December 31, 2022 This report for the year ended December 31, 2022 is presented to comply with Rule 13p-1 and Form SD under the Securities Exchange Act of 1934 (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 32000 Aurora Road, Suite B Solon, Ohio 44139 (Address of princip

Securities Purchase Agreement, dated as of March 30, 2023, between the Company and Mei Yun (Gina) Huang.

Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions s

Exchange Agreement, dated as of March 31, 2023, between the Company and Streeterville Capital, LLC.

Exhibit 10.11 THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of March 31, 2023 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”)

Energy Focus, Inc. Reports First Quarter 2023 Financial Results Conference Call to be Held Today at 11 a.m. ET

Exhibit 99.1 Energy Focus, Inc. Reports First Quarter 2023 Financial Results Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, May 11, 2023 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in energy-efficient lighting and control system products for the commercial and military maritime and consumer markets, today announced financial results for its first quarter ended March 31, 2023. First Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Securities Purchase Agreement, dated as of March 28, 2023, between the Company and Chiao Chieh (Jay) Huang.

Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2023 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

DEF 14A 1 a2023efoiproxystatementdef.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (a

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): March 28, 2023 ENERGY FOCUS, INC.

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): March 28, 2023 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

Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2022 Financial Results Conference Call to be Held Today at 11 am ET

Exhibit 99.1 Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2022 Financial Results Conference Call to be Held Today at 11 am ET SOLON, Ohio, March 23, 2023 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems products for the commercial, military maritime and consumer markets, today announced financial results for its fourth quarter

You’ve Exceeded the SEC’s Traffic Limit

EXHIBIT 21.1 SUBSIDIARIES Name Location Doing Business as Energy Focus LED Solutions, LLC Solon, Ohio Energy Focus LED Solutions, LLC

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 23, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC. (Exact nam

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 24, 2023 ENERGY FOCUS, I

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 24, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Securities Purchase Agreement, dated as of February 24, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 21, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

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 16, 2023 ENERGY FOCUS, I

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 16, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

EFOI / Energy Focus Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

EFOI / Energy Focus Inc / Lind Global Fund II LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sc13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Energy Focus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 29268T409 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check th

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Vallon Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit t

Amendment to Promissory Note, dated January 17, 2023, between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Exhibit 10.5 AMENDMENT TO PROMISSORY NOTE This Amendment to Promissory Note (this “Amendment”) is entered into as of January 17, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as de

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): January 17, 2023 ENERGY FOCUS, IN

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): January 17, 2023 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fil

Energy Focus Announces Strategic Partnership and Investment from Sander Electronics

Energy Focus Announces Strategic Partnership and Investment from Sander Electronics Newly forged partnership allows EFOI to expand product portfolio to include a wide range of energy solution products.

Form of Exchange Agreement, dated January 17, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Exhibit 10.3 THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is entered into as of January 17, 2023 by and between Mei Yun (Gina) Huang (“Lender”), and Energy Focus, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreem

Second Amendment to Loan and Security Agreement, dated January 18, 2023, between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Exhibit 10.4 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of January 18, 2023, is entered into by and between Crossroads Financial Group, LLC, a North Carolina limited liability company (as successor by assignment from Crossroads Financing, LLC herein called “LENDER”) and Energy Focus, Inc., a Delaware corporation (wit

Form of Registration Rights Agreement, dated as of January 17, 2023 between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase A

Form of Securities Purchase Agreement, dated as of January 17, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Securities Purchase Agreement, dated as of January 5, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 101 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions s

Securities Purchase Agreement, dated as of January 10, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2023, between Energy Focus, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 5, 2023 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

Promissory Note dated December

EXHIBIT 10.1 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $50,000.00 December 30, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the ?Company?), unconditionally promises to pay to Tingyu Lin (the ?Lender?) or her permitted assigns, transferees and successors (collectively, the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 30, 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 Fi

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): December 21, 2022 ENERGY FOCUS, I

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): December 21, 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 Fi

Promissory Note dated December

EXHIBIT 10.1 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $100,000.00 December 21, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the ?Company?), unconditionally promises to pay to Jay Huang (the ?Lender?) or her permitted assigns, transferees and successors (collectively, the

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): December 9, 2022 ENERGY FOCUS, IN

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): December 9, 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 Fil

Promissory Note dated

EXHIBIT 10.1 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $200,000.00 December 6, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the ?Company?), unconditionally promises to pay to Jay Huang (the ?Lender?) or her permitted assigns, transferees and successors (collectively, the ?

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 6, 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 Fil

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): November 16, 2022 ENERGY FOCUS, I

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): November 16, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Chief Executive Officer Offer Letter dated September 6, 2022 between Lesley A. Matt and Energy Focus, Inc.

EXHIBIT 10.1 September 6, 2022 Lesley Matt 13629 Janell Drive Columbia Station, OH 44028 Dear Lesley: It is with great enthusiasm that we extend to you this formal offer of employment for the position of Chief Executive Officer with Energy Focus, Inc. (the “Company”), subject to the terms and conditions outlined below. In this position, you report directly to the Board of Directors. This offer is

Promissory Note, dated as of October 27, 2022, by and between the Company and Jay Huang

EXHIBIT 10.3 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $50,000.00 October 27, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the “Company”), unconditionally promises to pay to Jay Huang (the “Lender”) or her permitted assigns, transferees and successors (collectively, the “H

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): November 10, 2022 ENERGY FOCUS, I

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): November 10, 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 Fi

Promissory Note, dated as of November 4, 2022, by and between the Company and Jay Huang

EXHIBIT 10.4 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $250,000.00 November 4, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the “Company”), unconditionally promises to pay to Jay Huang (the “Lender”) or her permitted assigns, transferees and successors (collectively, the “

Energy Focus, Inc. Reports Third Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET

Exhibit 99.1 Energy Focus, Inc. Reports Third Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, November 10, 2022 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems products for the commercial, military maritime and consumer markets, today announced financial results for its third quarter ended Septem

Promissory Note, dated as of November 9, 2022, by and between the Company an

EXHIBIT 10.5 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $350,000.00 November 9, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the “Company”), unconditionally promises to pay to Mei-Yun Huang (the “Lender”) or her permitted assigns, transferees and successors (collectively, t

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): October 10, 2022 ENERGY FOCUS, IN

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): October 10, 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 Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 16, 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 F

by and between the Company and Mei-Yun Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September

EXHIBIT 10.1 ENERGY FOCUS, INC. PROMISSORY NOTE U.S. $450,000.00 September 16, 2022 Solon, Ohio FOR VALUE RECEIVED, the undersigned, Energy Focus, Inc., a Delaware corporation, with its principal office at 32000 Aurora Road, Suite B, Solon, Ohio 44139 (the ?Company?), unconditionally promises to pay to Mei-Yun Huang (the ?Lender?) or her permitted assigns, transferees and successors (collectively,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Fi

Energy Focus Recruits Lighting Industry Rising Star Lesley Matt as CEO

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, effecti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 1, 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 Fi

Energy Focus Elects Lighting Industry Luminary Kaj den Daas as Board Member

Exhibit 99.1 Energy Focus Elects Lighting Industry Luminary Kaj den Daas as Board Member SOLON, Ohio, September 7, 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 Mr. Kaj den Daas has been elected to its Board of Directors. Mr. den Daas has

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 23, 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

Energy Focus, Inc. Reports Second Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET

Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, August 11, 2022 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems and ultraviolet-c light disinfection (?UVCD?) products for the commercial, military maritime and consumer markets, today announced financi

Separation Agreement and Release, dated as of May 20, 2022, between the Company and Tod A. Nestor.

EXHIBIT 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is entered into by Energy Focus, Inc. (?EF?) and Tod A. Nestor (?Employee?). In consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, EF and Employee, agr

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

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

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): August 1, 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

ENERGY FOCUS, INC. 5,384,620 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265685 PROSPECTUS ENERGY FOCUS, INC. 5,384,620 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis an aggregate of 5,384,620 shares of our common stock, par value $0.0001 per share, or common stock, of which (i) 1,313,462 shares are issued and outstanding, (ii) 1,378,848

June 24, 2022

CORRESP 1 filename1.htm June 24, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Energy Focus, Inc. Registration Statement on Form S-3 (Registration No. 333-265685) Ladies and Gentlemen: On behalf of Energy Focus, Inc. (“Energy Focus”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securiti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 22, 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 N

Amended and Restated Energy Focus, Inc. 2020 Stock Incentive Plan, dated as of June 22, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on From 8-K filed on June 24, 2022).

Exhibit 10.1 ENERGY FOCUS, INC. 2020 STOCK INCENTIVE PLAN (Amended and Restated Effective as of June 22, 2022) 1. Purpose of the Plan. The purpose of this Plan is to enhance stockholder value by linking the compensation of directors of the Company and officers, other employees and consultants of the Company and its Affiliates to the price of Energy Focus, Inc. common stock and/or the achievement o

Calculation of Filing Fee Tables Form S-3 (Form Type) Energy Focus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward

EX-FILING FEES 2 a202206s-3ex107calculation.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Energy Focus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum

ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY

Exhibit 24.1 ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Energy Focus, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints Stephen Socolof and James R. Warren, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and res

As filed with the Securities and Exchange Commission on June 17, 2022

As filed with the Securities and Exchange Commission on June 17, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Energy Focus, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. June 8, 2022 LIND GLOBAL MACRO FUND, LP By: Lind Global Partners LLC its

Due to the relationships amongst them, all of the Reporting Persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Exhibit 99.2 Due to the relationships amongst them, all of the Reporting Persons hereunder may be deemed to constitute a ?group? with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

EFOI / Energy Focus Inc / Lind Global Fund II LP Passive Investment

SC 13G 1 sched13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Energy Focus, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 29268T409 (CUSIP Number) June 7, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 3, 2021 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 Nu

Energy Focus, Inc. Announces $3.5 Million Private Placement Priced At-the-Market under Nasdaq Rules

Exhibit 99.1 Energy Focus, Inc. Announces $3.5 Million Private Placement Priced At-the-Market under Nasdaq Rules SOLON, Ohio, June 3, 2022 - Energy Focus, Inc. (?Energy Focus,? ?we,? ?our,? ?us? or the ?Company?) (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems and ultraviolet-c light disinfection (?UVCD?) products for the commercial, military maritime and con

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K filed on June 6, 2022).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement, dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 3, 2022, between Energy Focus, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and, collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set

Registration Rights Agreement dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on From 8-K filed on June 6, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 3, 2022, between Energy Focus, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase Agree

Conflict Minerals Report for the reporting period from January 1, 2021 to December 31, 2021 as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Energy Focus, Inc. Conflict Minerals Report For The Year Ended December 31, 2021 This report for the year ended December 31, 2021 is presented to comply with Rule 13p-1 and Form SD under the Securities Exchange Act of 1934 (the ?Conflict Minerals Rule?). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (the ?SEC?) to implement reporting and disclosure r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 32000 Aurora Road, Suite B Solon, Ohio 44139 (Address of princip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports First Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET

Exhibit 99.1 Energy Focus, Inc. Reports First Quarter 2022 Financial Results Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, May 12, 2022 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems and ultraviolet-c light disinfection (?UVCD?) products for the commercial, military maritime and consumer markets, today announced financial r

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

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): April 25, 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 21, 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

Promissory Note, dated as of April 21, 2022 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 25, 2022).

EXHIBIT 10.2 THIS PROMISSORY NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE LOANS MAY BE OBTAINED BY WRITING TO ENERGY FOCUS, INC. AT 32000 AURORA ROAD, SUITE B, SOLON, OHIO 44139. PROMISSORY NOTE Effective Date: April 21, 2022 U.S. $2,000,000.00 FOR VALUE R

Note Purchase Agreement, dated as of April 21, 2022 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2022).

EXHIBIT 10.1 Note Purchase Agreement This Note Purchase Agreement (this ?Agreement?), dated as of April 21, 2022, is entered into by and between Energy Focus, Inc., a Delaware corporation (?Company?), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in reliance upon an e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC. (Exact nam

Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2021 Financial Results Conference Call to be Held Today at 11 am ET

Exhibit 99.1 Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2021 Financial Results Conference Call to be Held Today at 11 am ET SOLON, Ohio, March 17, 2022 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems and ultraviolet-c light disinfection (?UVCD?) products for the commercial, military maritime and consumer markets, today anno

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES Name Location Doing Business as Energy Focus LED Solutions, LLC Solon, Ohio Energy Focus LED Solutions, LLC

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 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

Energy Focus, Inc. Names Two Seasoned Growth Executives to Board of Directors Jeff Parker, an LED Solid-State Lighting Expert, and Brian Lagarto, a Finance and Operations Executive with Extensive Consumer Products Background, Join Board

Exhibit 99.1 Energy Focus, Inc. Names Two Seasoned Growth Executives to Board of Directors Jeff Parker, an LED Solid-State Lighting Expert, and Brian Lagarto, a Finance and Operations Executive with Extensive Consumer Products Background, Join Board SOLON, Ohio, February 22, 2022 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable and human-centric lighting technologies and developer of a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 19, 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 Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 11, 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 Fi

elease dated February 11, 2022 between James Tu and Energy Focus, Inc.

EX-10.1 2 a20220211ex101separationag.htm EX-10.1 EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Agreement”) is entered into by James Tu (“Employee”) and Energy Focus, Inc. (“Energy Focus” or the “Company”). Employee and Energy Focus are collectively referred to in this Agreement as the “Parties.” In consideration of the promises and agreements contained h

JOINT FILING AGREEMENT

EX-99.1 2 d318625dex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Energy

EFOI / Energy Focus Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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

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): January 11, 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 Fil

ENERGY FOCUS, INC. 2,556,826 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261905 PROSPECTUS ENERGY FOCUS, INC. 2,556,826 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis an aggregate of 2,556,826 shares of our common stock, par value $0.0001 per share, or common stock, of which (i) 1,193,185 shares are issued and outstanding, (ii) 85,228 sha

January 5, 2022

January 5, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Energy Focus, Inc.

January 5, 2022

January 5, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Energy Focus, Inc.

January 5, 2022

January 5, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Energy Focus, Inc.

ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY

Exhibit 24.1 ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Energy Focus, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints James Tu, Tod A. Nestor and James R. Warren, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution

ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY

Exhibit 24.1 ENERGY FOCUS, INC. REGISTRATION STATEMENT POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Energy Focus, Inc., a Delaware corporation (the ?Registrant?), hereby constitutes and appoints James Tu, Tod A. Nestor and James R. Warren, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution

As filed with the Securities and Exchange Commission on December 28, 2021

As filed with the Securities and Exchange Commission on December 28, 2021 Registration No.

As filed with the Securities and Exchange Commission on December 28, 2021

As filed with the Securities and Exchange Commission on December 28, 2021 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): December 21, 2021 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Energy Focus, Inc. Announces $4.5 Million Private Placement Priced At-the-Market under Nasdaq Rules

EX-99.1 5 a202112ex991pressrelease.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Announces $4.5 Million Private Placement Priced At-the-Market under Nasdaq Rules SOLON, Ohio, December 14, 2021 - Energy Focus, Inc. (“Energy Focus,” “we,” “our,” “us” or the “Company”) (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”) technologies, and developer of a range of UV-C disinfection p

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 13, 2021 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

You’ve Exceeded the SEC’s Traffic Limit

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

[PRE-FUNDED] COMMON STOCK PURCHASE WARRANT ENERGY FOCUS, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of December 13, 2021, between Energy Focus, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2021 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Energy Focus, Inc. Reports Third Quarter 2021 Financial Results Modest Sequential Improvement in Third Quarter; Company Prepares to Launch nUVo™ Air Disinfectors, First Major Consumer Offerings Conference Call to be Held Today at 11 a.m. ET

EX-99.1 2 ex991efoi3q2021earningsrel.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Reports Third Quarter 2021 Financial Results Modest Sequential Improvement in Third Quarter; Company Prepares to Launch nUVo™ Air Disinfectors, First Major Consumer Offerings Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, November 12, 2021 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable and hu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports Second Quarter 2021 Financial Results Company Increases Focus on Consumer Market, Leveraging New Consumer-Oriented Products and Ongoing Innovation, in Response to Ongoing COVID-19 Pandemic Impact on Its Customers Conference

EX-99.1 2 ex991efoi2q2021earningsrel.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2021 Financial Results Company Increases Focus on Consumer Market, Leveraging New Consumer-Oriented Products and Ongoing Innovation, in Response to Ongoing COVID-19 Pandemic Impact on Its Customers Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, August 12, 2021 - Energy Focus, Inc. (

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 2021 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

Energy Focus, Inc. Announces $5.0 Million Registered Direct Offering Priced-At-the-Market under Nasdaq Rules

EX-99.1 4 a202106ex991pressrelease.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Announces $5.0 Million Registered Direct Offering Priced-At-the-Market under Nasdaq Rules SOLON, Ohio, June 14, 2021 - Energy Focus, Inc. (”Energy Focus,” “we,” “our,” “us” or the “Company”) (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”) technologies and developer of a range of UV-C disinfecti

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 14, 2021 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 N

(incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed on June 16, 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 14, 2021, between Energy Focus, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and, collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set

990,100 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-228255 Prospectus Supplement (to Prospectus dated December 12, 2018) 990,100 Shares of Common Stock We are offering 990,100 shares of our common stock, $0.0001 par value per share, or the Common Stock, to certain institutional and accredited investors pursuant to this prospectus supplement and the accompanying prospectus. The shares of Common S

Submission of Matters to a Vote of Security Holders

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 26, 2021 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 Nu

Conflict Minerals Report for the reporting period from January 1, 20

Exhibit 1.01 Energy Focus, Inc. Conflict Minerals Report For The Year Ended December 31, 2020 This report for the year ended December 31, 2020 is presented to comply with Rule 13p-1 and Form SD under the Securities Exchange Act of 1934 (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 32000 Aurora Road, Suite B Solon, Ohio 44139 (Address of princip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports First Quarter 2021 Financial Results Despite Continued COVID-19 Impact, Company Targets Sequential Recovery and Growth Throughout 2021 Conference Call to be Held Today at 11 a.m. ET

EX-99.1 2 ex991efoi1q2021earningsrel.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Reports First Quarter 2021 Financial Results Despite Continued COVID-19 Impact, Company Targets Sequential Recovery and Growth Throughout 2021 Conference Call to be Held Today at 11 a.m. ET SOLON, Ohio, May 13, 2021 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”) technolo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 13, 2021 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 Nu

, 2021 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 2

EXHIBIT 10.1 Note Purchase Agreement THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 27, 2021, is entered into by and between ENERGY FOCUS, INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreement in reliance upon an e

, 2021 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 in the Registrant’s Current Report on Form 8-K filed on April 2

EX-10.2 3 a202104ex102promissorynote.htm EX-10.2 EXHIBIT 10.2 THIS PROMISSORY NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE LOANS MAY BE OBTAINED BY WRITING TO ENERGY FOCUS, INC. AT 32000 AURORA ROAD, SUITE B, SOLON, OHIO 44139. PROMISSORY NOTE Effective Da

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 27, 2021 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 20, 2021 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

First Amendment to Loan and Security Agreement, dated as of April 20, 2021 by and between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2021).

EX-10.1 2 a202104ex101firstamendment.htm EX-10.1 EXHIBIT 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of April 20, 2021, is entered into by and between Crossroads Financial Group, LLC, a North Carolina limited liability company (as successor by assignment from Crossroads Financing, LLC herein called “LENDER”) and En

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(

You’ve Exceeded the SEC’s Traffic Limit

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2020 Financial Results Conference Call to be Held Today at 11 am ET

EX-99.1 2 ex991efoi4q20earningsrelea.htm EX-99.1 Exhibit 99.1 Energy Focus, Inc. Reports Fourth Quarter and Fiscal Year 2020 Financial Results Conference Call to be Held Today at 11 am ET SOLON, Ohio, March 25, 2021 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”) technologies, and who recently announced development of a range of UV-C disinfection (“UV

Exhibit 4.4

EX-4.4 2 ex44-10xk123120.htm EX-4.4 Exhibit 4.4 Amendment to Common Stock Purchase Warrant` Energy Focus, Inc. This Amendment to Common Stock Purchase Warrant (the “Amendment”) is made as of December 22, 2020, by and between Energy Focus, Inc., a Delaware corporation (the “Company”) and the holder party hereto (the “Holder”). RECITALS WHEREAS, the Company previously issued to the Holder that certa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 25, 2021 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

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC. (Exact nam

UNITES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934

UNITES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Energy Focus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 29268T300 (CUSIP Number) February 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Regulation FD Disclosure - 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): January 21, 2021 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure, Results of Operations and Financial Condition - 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): January 19, 2021 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure - 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): December 15, 2020 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Energy Focus, Inc. Reports Third Quarter 2020 Financial Results Strong Growth in Sales to Military and Maritime Customers Offsets Pandemic-Related Softness in the Commercial Business; New Products Expected to Benefit 2021 Sales Growth

Exhibit 99.1 Energy Focus, Inc. Reports Third Quarter 2020 Financial Results Strong Growth in Sales to Military and Maritime Customers Offsets Pandemic-Related Softness in the Commercial Business; New Products Expected to Benefit 2021 Sales Growth SOLON, Ohio, November 12, 2020 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable and human-centric lighting technologies, today announced fina

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 12, 2020 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus Launches Advanced UV-C Disinfection Product Portfolio Offering Airborne and Surface Disinfection Solutions for Commercial and Residential Indoor Environments Three Initial Products Include nUVo™, a Portable Air Disinfection Tower for Sma

Exhibit 99.1 Energy Focus Launches Advanced UV-C Disinfection Product Portfolio Offering Airborne and Surface Disinfection Solutions for Commercial and Residential Indoor Environments Three Initial Products Include nUVo™, a Portable Air Disinfection Tower for Small Offices & Homes, abUV™, an Integrated LED lighting and UV-C Air Disinfection Troffer Powered by the EnFocus™ Lighting Control Platform

Financial Statements and Exhibits, Other Events - 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): October 14, 2020 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission Fil

Other Events - 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): October 5, 2020 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

- S-8

As filed with the Securities and Exchange Commission on October 2, 2020 Registration No.

Energy Focus, Inc. 2020 Stock Incentive Plan

EXHIBIT 10.1 ENERGY FOCUS, INC. 2020 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of this Plan is to enhance stockholder value by linking the compensation of officers, directors and key employees of the Company to increases in the price of Energy Focus, Inc. common stock and the achievement of other performance objectives, and to encourage ownership in the Company by key personnel whos

Energy Focus, Inc. 2020 Stock Incentive

EXHIBIT 10.2 ENERGY FOCUS, INC. 2020 Stock Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [INSERT DATE] (the “Grant Date”) between ENERGY FOCUS, INC. (the “Company”) and [INSERT NAME] (referred to herein as “Participant”). Terms used in this Agreement with initial capital letters without definition are

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 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 17, 2020 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission F

Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Incentive Stock Option Agreement

EX-10.5 6 a20208-kexhibit105iso.htm EX-10.5 EXHIBIT 10.5 ENERGY FOCUS, INC. 2020 Stock Incentive Plan INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of ###GRANTDATE### (the “Grant Date”) between ENERGY FOCUS, INC. (the “Company”) and ###PARTICIPANTNAME### (referred to herein as “Participant”). Terms used in this Agreement with initial capital l

Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Nonqualified Stock Option Agreement for Employees (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).

EXHIBIT 10.4 ENERGY FOCUS, INC. 2020 Stock Incentive Plan NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES THIS NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES (this “Agreement”) is made as of [INSERT DATE] (the “Grant Date”) between ENERGY FOCUS, INC. (the “Company”) and [INSERT NAME] (referred to herein as “Participant”). Terms used in this Agreement with initial capital letters without defin

Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement for Non-Employee Directors

EXHIBIT 10.3 ENERGY FOCUS, INC. 2020 Stock Incentive Plan RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS THIS RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (this “Agreement”) is made as of ###GRANTDATE### (the “Grant Date”) between ENERGY FOCUS, INC. (the “Company”) and ###PARTICIPANTNAME### (referred to herein as “Participant”). Terms used in this Agreement wi

Submission of Matters to a Vote of Security Holders - 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 17, 2020 ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or Other Jurisdiction of Incorporation) (Commission F

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 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): August 17, 2020 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

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

dated as of August 11, 2020,

Exhibit 10.3 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT, is entered into as of August 11, 2020 by and between ENERGY FOCUS, INC., a Delaware corporation company whose chief executive office and principal place of business is located at 32000 Aurora Road, Suite B, Solon, OH 44139 (“Borrower”), and FACTORS SOUTHWEST, L.L.C., dba FSW FUNDING, an Arizona limited liability company who

Energy Focus, Inc. Reports Second Quarter 2020 Financial Results Conference Call to be Held Tomorrow August 14, 2020, at 11AM ET

Exhibit 99.1 Energy Focus, Inc. Reports Second Quarter 2020 Financial Results Conference Call to be Held Tomorrow August 14, 2020, at 11AM ET SOLON, Ohio, August 13, 2020 - Energy Focus, Inc. (“Energy Focus” or the “Company”) (NASDAQ:EFOI), a leader in sustainable LED lighting technologies, today announced financial results for its second quarter ended June 30, 2020. Second Quarter 2020 and Subseq

etween the Company and Crossroads Financial Group

Exhibit 10.2 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of August 11, 2020 by and between ENERGY FOCUS, INC., a Delaware corporation (with tax identification #94-3021850), its successors, assigns, and subsidiaries, now owned and in the future (individually or collectively, “Borrower” or “Borrowers”), and Crossroads Financial Group, LLC, a North Carolina limited

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2020 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

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the 
Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 12, 2020 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 Nu

Certificate of Amendment of Certificate of Incorporation, dated June 11, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2020).

EX-3.1 2 exhibit31certificateof.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ENERGY FOCUS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Energy Focus, Inc. (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certi

Energy Focus Announces 1-for-5 Reverse Stock Split

EX-99.1 3 ex991efoipressrelease.htm EX-99.1 Exhibit 99.1 Energy Focus Announces 1-for-5 Reverse Stock Split SOLON, Ohio, June 9, 2020 - Energy Focus, Inc. (Nasdaq: EFOI), a leader in advanced LED lighting and lighting control technologies, today announced that the Company will effect a 1-for-5 reverse stock split of its common stock on June 11, 2020. The Company’s common stock is expected to begin

Conflict Minerals Report for the reporting period from January 1, 2019 to December 31, 2019 as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 Energy Focus, Inc. Conflict Minerals Report 
For The Year Ended December 31, 2019 This report for the year ended December 31, 2019 is presented to comply with Rule 13p-1 and Form SD under the Securities Exchange Act of 1934 (the “Conflict Minerals Rule”). The Conflict Minerals Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ENERGY FOCUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36583 94-3021850 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 32000 Aurora Road, Suite B Solon, Ohio 44139 (Address of princip

Bylaws of Energy Focus, Inc., as amended on May 12, 2020.

Exhibit 3.1 BYLAWS OF ENERGY FOCUS, INC. (A DELAWARE CORPORATION) ARTICLE I. CORPORATE OFFICES ` Section 1.1 Registered Office. The registered office of the Corporation shall he fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be req

ENERGY FOCUS, INC. Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration File No. 333-237614 PROSPECTUS SUPPLEMENT (To Prospectus dated April 16, 2020) ENERGY FOCUS, INC. Shares of Common Stock This Prospectus Supplement (this “Prospectus Supplement”) amends and supplements our Prospectus dated April 16, 2020 (the “Prospectus”), which forms a part of our Registration Statement (our “Registration Statement”) on Form S-1 (Reg

Bylaws of Energy Focus, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 18, 2020).

Exhibit 3.1 BYLAWS OF ENERGY FOCUS, INC. (A DELAWARE CORPORATION) ARTICLE I. CORPORATE OFFICES ` Section 1.1 Registered Office. The registered office of the Corporation shall he fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be req

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 12, 2020 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 Nu

EFOI / Energy Focus, Inc. / HIRSCHMAN ORIN - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Energy Focus, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 29268T300 (CUSIP Number) May 13, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

SBA Loan Agreement, dated as of April 17, 2020, between the Company and KeyBank National Association (filed with this Report)

Exhibit 10.2 . SBA Loan # 89275171-05 SBA Loan Name ENERGY FOCUS, INC. Date April 17, 2020 Loan Amount $794,965.00 Interest Rate 1.00% Borrower ENERGY FOCUS, INC. Operating Company N/A Lender KeyBank National Association 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of $794,965.00 and 00/100 Dollars, interest on the unpaid principal balance,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 13, 2020 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 Nu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36583 ENERGY FOCUS, INC.

Energy Focus, Inc. Reports 19.1% Year-over-Year Revenue Increase for First Quarter 2020 Net Sales of $3.8 Million, Above Guidance and Up 7.1% Sequentially Conference Call to be Held Today at 11AM ET

Exhibit 99.1 Energy Focus, Inc. Reports 19.1% Year-over-Year Revenue Increase for First Quarter 2020 Net Sales of $3.8 Million, Above Guidance and Up 7.1% Sequentially Conference Call to be Held Today at 11AM ET SOLON, Ohio, May 13, 2020 - Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable LED lighting technologies, today announced financial results for the first quarter ended March 31, 202

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 17, 2020 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

Nasdaq Temporary Relief Extends Energy Focus Listing Compliance Period

Exhibit 99.1 Nasdaq Temporary Relief Extends Energy Focus Listing Compliance Period SOLON, Ohio, April 20, 2020 (GLOBE NEWSWIRE) - Energy Focus, Inc. (NASDAQ: EFOI), a leader in sustainable LED lighting technologies, today announced that it qualifies for recently announced temporary relief from compliance with the Nasdaq Stock Market (Nasdaq) $1.00 minimum bid price rule. As previously disclosed,

ENERGY FOCUS, INC. 5,403,752 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration File No. 333-237614 Prospectus ENERGY FOCUS, INC. 5,403,752 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis an aggregate of 5,403,752 shares of our common stock, par value $0.0001 per share, or common stock, of which 3,682,729 shares are issuable upon the exercise of outstand