ENERGY FOCUS, INC/DE (Form: 8-K, Received: 04/21/2021 16:29:00)

0000924168FALSEENERGY FOCUS, INC/DE00009241682021-04-202021-04-20

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 Number)

(I.R.S. Employer Identification Number)

32000 Aurora Road Suite B

Solon

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	The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 11, 2020, Energy Focus, Inc. (the “Company” or “Borrower”) entered into an inventory financing facility (the “Inventory Facility”) pursuant to the Loan and Security Agreement (the “Inventory Loan Agreement”) between the Company and Crossroads Financial Group, LLC, a North Carolina limited liability company ( “Crossroads”).

On April 20, 2021, the Company and Crossroads entered into an amendment to the Inventory Loan Agreement (the “Crossroads Amendment”) to increase the maximum amount that may be available to the Company from $3,000,000 previously to $3,500,000, subject to the borrowing base as set forth in the Inventory Loan Agreement.

The foregoing summary description of the Crossroads Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendment, which is filed as an exhibit to this report and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit
Number			Description

10.1			First Amendment to Loan and Security Agreement, dated April 20, 2021, between the Company and Crossroads
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 21, 2021


	ENERGY FOCUS, INC.


	By:	/s/ Tod A. Nestor
	Name:	Tod A. Nestor
	Title:	President and Chief Financial Officer

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 Energy Focus, Inc., a Delaware corporation (with tax identification# 94-3021850), (herein called “BORROWER”).

a) LENDER and BORROWER are parties to a Loan and Security Agreement dated August 11, 2020 (hereinafter referred to as the “Agreement”).

b) BORROWER and LENDER have agreed to certain modifications of the Agreement as a result of the ongoing business relationship between the parties.

IN CONSIDERATION of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. The above recitals are true and correct and are incorporated herein by this reference.

2. Each of the terms defined in the Agreement, unless otherwise defined herein, shall have the same meaning when used herein.

3. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall control.

a.) Section 1.2.57 is hereby deleted in its entirety and replaced with:

1.2.57 “Maximum Amount” $3,500,000.

4. Except as herein amended, the Agreement remains in full force and effect and binding upon the Borrower without any defenses, setoffs or counterclaims of any kind whatsoever.

5. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

6. This Amendment shall be governed by, construed under, and enforced in accordance with the internal laws of New York.

Signature page to follow:

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment which shall be effective with the date of the Amendment.

a Delaware Corporation

By: /s/ Tod Andrew Nestor

Name: Tod Andrew Nestor

Title: President and CFO

CROSSROADS FINANCIAL GROUP,

LLC, a North Carolina limited liability company