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 Number)   (I.R.S. Employer Identification Number)
         
32000 Aurora Road Suite B
   
Solon OH
 
44139
(Address of principal executive offices)   (Zip Code)
 
(440) 715-1300
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share EFOI NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 3.03 Material Modifications of Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, at the Annual Meeting of Stockholders held on December 17, 2019 (the “2019 Annual Meeting”), the stockholders of Energy Focus, Inc. (the “Company”) approved a form of the certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and authorized the board of directors of the Company (the “Board”), to amend the Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio ranging from any whole number of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Board in its sole discretion (the “Reverse Stock Split”).

On June 2, 2020, the Board determined to set the Reverse Stock Split ratio at 1-for-5 (the “Split Ratio”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on June 11, 2020, upon which the Reverse Stock Split became effective immediately (the “Effective Time”). At the Effective Time, every five shares of Common Stock issued and outstanding automatically combined into one validly issued, fully paid and non-assessable share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Any stockholder that would otherwise hold a fractional share as a result of the Reverse Stock Split will be entitled to receive, upon surrender to the exchange agent of the certificate(s) representing its pre-split shares or upon conversion of its shares held in book-entry form, a cash payment equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing trading price of the Common Stock on The Nasdaq Stock Market (“Nasdaq”) on June 10, 2020 (as adjusted to give effect to the Reverse Stock Split). The $0.0001 par value per share of Common Stock and other terms of the Common Stock are not affected by the Reverse Stock Split. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 15.9 million shares to approximately 3.2 million shares, subject to adjustment for the payment of cash in lieu of fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares.

The Company’s outstanding shares of restricted stock and shares underlying the Company’s options and warrants entitling the holders to purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of these securities. Also, the number of shares reserved for issuance under the Company’s existing 2014 Stock Incentive Plan, as amended, and the Company’s 2013 Employee Stock Purchase Plan will be reduced proportionately based on the Split Ratio.

The Reverse Stock Split was effected solely to increase the per share trading price of the Common Stock to satisfy the $1.00 minimum bid price requirement pursuant to NASDAQ Marketplace Rule 5550(a)(2) for continued listing on Nasdaq.

The Common Stock is expected to begin trading on Nasdaq on a split-adjusted basis at the opening of trading on June 12, 2020. There will be no change in the Company’s Nasdaq ticker symbol, “EFOI”. Following the Reverse Stock Split, the new CUSIP number for the Common Stock is 29268T 409.

Broadridge Financial Solutions, Inc. is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold physical stock certificates regarding how to exchange existing stock certificates for post-Reverse Stock Split shares of Common Stock. Stockholders who hold their shares in book-entry form are not required to take any action, as the effect of the Reverse Stock Split (and cash in lieu of fractional shares) will automatically be credited and paid to them and reflected in their accounts. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of Common Stock in “street name.” However, these banks, brokers or other nominees may have different procedures than the procedures for registered stockholders for processing the Reverse Stock Split, and therefore, stockholders whose shares are held in “street name” should contact their bank, broker or other nominee with any questions in this regard.

The above description of the Certificate of Amendment is a summary of the terms thereof and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.


Item 7.01 Regulation FD Disclosure.




On June 9, 2020, the Company issued a press release announcing the Reverse Stock Split and the Split Ratio of 1-for-5. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

        (d) Exhibits.

Exhibit
Number Exhibit Description
3.1   
99.1   




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 11, 2020
ENERGY FOCUS, INC.
By:  /s/ Tod A. Nestor
Name: Tod A. Nestor
Title: President, Chief Financial Officer and Secretary


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 certify as follows:

Resolutions were duly adopted by the Board of Directors of the Company pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth the amendment to the Certificate of Incorporation of the Company, as amended, and declaring said amendment to be advisable. The stockholders of the Company duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolutions setting forth the amendments are as follows:

RESOLVED, that paragraph (A) of Article IV of the Certificate of Incorporation of the Company, as amended, be and hereby is deleted in its entirety and the following paragraph is inserted in lieu thereof:

“(A) The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Fifty-Five Million (55,000,000) shares, each with a par value of $0.0001 per share. Fifty Million (50,000,000) shares shall be Common Stock and Five Million (5,000,000) shares shall be Preferred Stock.”

Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), the shares of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time (the “Old Common Stock”) shall be reclassified into a different number of shares of Common Stock (the “New Common Stock”) such that each two to twenty shares of Old Common Stock shall, at the Effective Time, be automatically reclassified into one share of New Common Stock, the exact ratio within the foregoing range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such Old Common Stock shall have been reclassified pursuant to the immediately preceding sentence. No fractional shares of Common Stock shall be issued as a result of such reclassification. In lieu of any fractional shares to which the stockholders would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair value of the Common Stock as determined in good faith by the Board of Directors of the Corporation.


IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 11th Day of June, 2020.

ENERGY FOCUS, INC.


By: /s/ James Tu________________
James Tu
Executive Chairman and Chief Executive Officer


LOGOA191.JPG
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 trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on June 12, 2020.

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The reverse stock split was approved by the Company's stockholders at the Company’s Annual Meeting of Stockholders held on December 17, 2019 to be affected at the Board’s discretion within approved parameters. The specific ratio was subsequently approved by the Company's Board on June 2, 2020. As a result of the reverse stock split, every five pre-split shares of common stock outstanding will become one share of common stock. The reverse stock split reduces the number of shares of the Company’s outstanding common stock from approximately 15.9 million shares to approximately 3.2 million shares, subject to adjustment due to the payment of cash in lieu of fractional shares. The reverse stock split also applies to common stock issuable upon the exercise of the Company’s outstanding warrants and stock options.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive cash equal to the resulting fractional interest in one share of the Company’s common stock to which the stockholder would otherwise be entitled, multiplied by the closing trading price of the Company’s common stock on June 10, 2020 (as adjusted to give effect to the reverse stock split). Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, regarding their stock ownership post-split. All other questions can be directed to Broadridge Corporate Issuer Solutions, Inc. at (800) 733-1121.

Additional information about the reverse stock split will be available in the Company’s Current Report on Form 8-K, which it expects to file with the Securities and Exchange Commission (SEC) on or about June 11, 2020. A copy of the report will be also available in the Investor Relations section of the Company’s website at www.energyfocus.com.

The trading symbol for the Company’s common stock will remain “EFOI.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 29268T409.

About Energy Focus:

Energy Focus is an industry-leading innovator of sustainable LED lighting and lighting control technologies. As the creator of the first flicker-free LED products on the U.S. market, Energy Focus products provide extensive energy and maintenance savings, and aesthetics, safety, health and sustainability benefits over conventional lighting. Our patent-pending EnFocus™ lighting control platform enables existing and new buildings to provide quality, convenient and affordable dimmable and color tunable Human-Centric Lighting (HCL). Our customers include U.S. and foreign navies, U.S. federal, state and local governments, healthcare and educational institutions, as well as Fortune 500 companies.

Since 2007, Energy Focus has installed approximately 900,000 lighting products across U.S. Navy fleet, including TLEDs, waterline security lights, explosion-proof globes and berth lights, saving more than five million gallons of fuel and 300,000 man-hours in lighting maintenance annually. Energy Focus is headquartered in Solon, Ohio. For more information, visit our website at www.energyfocus.com.

Forward Looking Statements:
32000 Aurora Road, Solon, OH 44139  • www.energyfocus.com  • 800.327.7877

LOGOA191.JPG

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, these statements can be identified by the use of words such as “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts, including, without limitation, statements regarding the timing of the reverse stock split and the date on which we expect our common stock to begin trading on The Nasdaq Capital Market on a split-adjusted basis. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future events and that actual results may differ materially from statements made in or suggested by the forward-looking statements contained in this release. We believe that important factors that could cause our actual results to differ materially from forward-looking statements include, but are not limited to: (i) disruptions in the U.S. and global economy and business interruptions resulting from the recent coronavirus (“COVID-19”) health pandemic outbreak and related stay-at-home orders, quarantine policies and restrictions on travel, trade and business operations; (ii) our need for additional financing in the near term to continue our operations; (iii) our liquidity and refinancing demands; (iv) our ability to obtain refinancing or extend maturing debt; (v) our ability to continue as a going concern for a reasonable period of time; (vi) our ability to implement plans to increase sales and control expenses; (vii) our reliance on a limited number of customers for a significant portion of our revenue, and our ability to maintain or grow such sales levels; (viii) our ability to increase sales by adding new customers to reduce the reliance of our sales on a smaller group of customers, and the long sales-cycle that our product requires; (ix) our ability to increase demand in our targeted markets and to manage sales cycles that are difficult to predict and may span several quarters; (x) the timing of large customer orders, significant expenses and fluctuations between demand and capacity as we invest in growth opportunities; (xi) our ability to compete effectively against companies with lower cost structures or greater resources, or more rapid development efforts, and new competitors in our target markets; (xii) our ability to successfully scale our network of sales representatives, agents, and distributors to match the sales reach of larger, established competitors;(xiii) market acceptance of LED lighting technologies and products; (xiv) our ability to attract and retain qualified personnel, and to do so in a timely manner; (xv) the impact of any type of legal inquiry, claim, or dispute; (xvi) general economic conditions in the United States and in other markets in which we operate or secure products; (xvii) our dependence on military maritime customers and on the levels of government funding available to such customers, as well as the funding resources of our other customers in the public sector and commercial markets; (xviii) the possible impact on our military maritime customers and their ability to honor the timing for existing orders or place future orders due to COVID-19 breakouts amongst personnel that might impact the use of ships in service; (xix) business interruptions resulting from geopolitical actions, including war and terrorism, natural disasters, including earthquakes, typhoons, floods and fires or from health epidemics or pandemics or other contagious outbreaks; (xx) our reliance on a limited number of third-party suppliers, our ability to obtain critical components and finished products from such suppliers on acceptable terms, and the impact of our fluctuating demand on the stability of such suppliers; (xxi) our ability to timely and efficiently transport products from our third-party suppliers to our facility by ocean marine channels; (xxii) our ability to respond to new lighting technologies and market trends, and fulfill our warranty obligations with safe and reliable products; (xxiii) any delays we may encounter in making new products available or fulfilling customer specifications; (xxiv) any flaws or defects in our products or in the manner in which they are used or installed; (xxv) our ability to protect our intellectual property rights and other confidential information, and manage infringement claims by others; (xxvi) our compliance with government contracting laws and regulations, through both direct and indirect sale channels, as well as other laws, such as those relating to the environment and health and safety; (xxvii) risks inherent in international markets, such as economic and political uncertainty, changing regulatory and tax requirements and currency fluctuations, including tariffs and other potential barriers to international trade; and (xxviii) our ability to remediate a significant deficiency, maintain effective internal controls and otherwise comply with our obligations as a public company and under Nasdaq listing standards.

###

Investor Contact:

Cameron Donahue
(651) 653-1854
ir@energyfocus.com
32000 Aurora Road, Solon, OH 44139  • www.energyfocus.com  • 800.327.7877