Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2023, Energy Focus, Inc. (the "Company") entered into a securities
purchase agreement (the "January 5 Purchase Agreement") with Mei-Yun (Gina)
Huang, a member of the Company's board of directors (the "Purchaser"), pursuant
to which the Company agreed to issue and sell, in a private placement (the
"January 5 Private Placement") 257,798 shares (the "January 5 Shares") of the
Company's common stock, par value $0.0001 per share (the "Common Stock") for a
purchase price of $0.3879 per share. On January 10, 2023, the Company entered
into a securities purchase agreement (collectively with the January 5 Purchase
Agreement, the "Purchase Agreements") with the Purchaser, pursuant to which the
Company agreed to issue and sell, in a private placement (collectively with the
January 5 Private Placement, the "Private Placements") 325,803 shares
(collectively with the January 5 Shares, the "Shares") of the Company's Common
Stock for a purchase price of $0.4604 per share.
Aggregate gross proceeds to the Company in respect of the Private Placements are
$250 thousand, before deducting estimated offering expenses payable by the
Company. Each of the Private Placements was priced at fair market value under
the rules of The Nasdaq Stock Market. The issuance and sale of the Shares
pursuant to the Purchase Agreements are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"), and were made
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act
and Regulation D promulgated thereunder.
The foregoing description of the Purchase Agreements is not complete and is
qualified in its entirety by references to the full text of the Purchase
Agreements, which are filed as exhibits to this Current Report on Form 8-K and
are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
Please see the disclosures in Item 1.01 of this Current Report on Form 8-K,
which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Securities Purchase Agreement, dated as of January 5, 2023 , between
10.1 the Company and Mei Yun Huang
Securities Purchase Agreement, dated as of January 10, 2023, between the
10.2 Company and Mei Yun Huang
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