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 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 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	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.

On December 21, 2022, Energy Focus, Inc. (the “Company”) issued a short-term Promissory Note in favor of Jay Huang (the “Lender”) in the original principal amount of $100,000 (the “Note”).

The following is a summary of certain terms of the Note and is subject to, and qualified in its entirety by, the Note in Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The Note has a maturity date of nine months from the date of issuance and bears interest at an annual rate of eight percent. The outstanding principal balance and all accrued interest thereon are due and payable at the maturity date. The Company may prepay the amounts outstanding under the Note in whole or in part at any time prior to the maturity date.

Upon the occurrence of an event of default under the Note, the Lender may, at its option, declare the amount outstanding under the Note immediately due and payable. After the occurrence of an event of default, the Lender may elect to have interest accrue on the Note at a rate per annum of ten percent, or such lesser rate as permitted under applicable law.

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

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
10.1	Promissory Note dated December 21, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 23, 2022
	ENERGY FOCUS, INC.
	By:	/s/ Lesley A. Matt
	Name:	Lesley A. Matt
	Title:	Chief Executive Officer

EX-10.1

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 “Holder”), on September 21, 2023, at such place as may be designated in writing by the Holder, the principal sum of One Hundred Thousand Dollars (U.S. $100,000.00), together with interest thereon, which interest shall not be due and payable until the Maturity Date, accrued at a rate per annum equal to 8.0% (computed on the basis of a three hundred sixty-five (365)-day year and based upon the number of days actually elapsed, from and after the date of this Note (the “Original Issue Date”).

ARTICLE 1: PAYMENTS AND OTHER PAYMENT TERMS.

1.1    Principal and Interest. The entire outstanding principal balance of this Note, together with all accrued interest thereon (the “Repayment Amount”), shall be due and payable on the Maturity Date. Subject to prepayment as set forth in Section 1.2, any and all accrued interest shall be due and payable only on the Maturity Date.

1.2    Prepayments. This Note may be prepaid in whole or in part at any time prior to the Maturity Date.

1.3    Cancellation of Note. Upon payment in full of the outstanding principal balance of this Note and accrued and unpaid interest thereon, this Note will be automatically cancelled and the Company’s payment obligations hereunder will be extinguished.

ARTICLE 2: TRANSFER RESTRICTIONS.

2.1    Transfer Restrictions. The Holder shall not sell, assign, transfer, pledge or dispose of all or any part of this Note, by operation of law or otherwise, nor may the Holder pledge as collateral this Note, in any case without the written consent of the Company.

ARTICLE 3: EVENTS OF DEFAULT.

The occurrence of any of the following events with respect to the Company shall constitute an event of default under this Note (an “Event of Default”). The Company shall notify the Holder in writing within five (5) business days following the occurrence of any Event of Default.

3.1    The Company fails to make any payment of principal or interest as required hereunder.

3.2    Pursuant to or within the meaning of applicable law relating to insolvency or relief of debtors (a “Bankruptcy Law”), the Company (a) commences a voluntary case or proceeding, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official, (d) makes an assignment for the benefit of its creditors, or (e) admits in writing its inability to pay its debts as they become due.

3.3    A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against the Company in an involuntary case, (b) appoints a trustee, receiver, assignee, liquidator or similar official for the Company’s properties, or (c) orders the liquidation of the Company, and in each case the order or decree is not dismissed within ninety (90) days.

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ARTICLE 4: REMEDIES IN THE EVENT OF DEFAULT.

4.1    Upon the occurrence of an Event of Default, the Holder may, at its option, declare the aggregate amount of principal and interest outstanding under this Note immediately due and payable by providing written notice to the Company; provided, that such demand will be in addition to all other rights and remedies of the Holder under this Note and under applicable law.

4.2    The Company shall pay all reasonable costs and expenses incurred by or on behalf of the Holder in connection with the Holder’s exercise of any or all of its rights and remedies under this Note, including, without limitation, reasonable attorneys’ fees.

4.3    In the case of any Event of Default under this Note that is continuing and has not been waived in writing by the Holder, this Note will continue to bear interest at the interest rate otherwise in effect hereunder plus 2% per annum (but in any event not in excess of the maximum rate of interest permitted by applicable law).

ARTICLE 5: MISCELLANEOUS.

5.1    Severability. In the event that any provisions of this Note are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Note shall remain in full force and effect without such provision. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

5.2    Waivers and Amendments; Preservation of Remedies. No waiver by the Holderof any right or remedy under this Note shall be effective unless in a writing signed by the Holder. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege and no single or partial exercise of any such right, power or privilege by the Holder will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right of the Holder arising out of this Note may be discharged by the Holder, in whole or in part, by a waiver or renunciation of the claim or right unless in writing, signed by the Holder; (b) no waiver that may be given by the Holder will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on the Company will be deemed to be a waiver of any obligation of the Company or of the right of the Holder to take further action without notice or demand as provided in this Note. The Company hereby waives presentment, demand, protest and notice of dishonor, protest, diligence, filing suit, nonpayment and all other notice. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which any party may otherwise have at law or in equity.

5.3    Headings. The captions to the several Articles and Sections hereof are not a part of this Note, but are included merely for convenience of reference only and shall not affect its meaning or interpretation.

5.4    Successors. This Note shall be binding upon the Company and its successors and permitted assigns.

5.5    Governing Law. This Note will be governed by the laws of the State of New York without regard to conflicts of laws principles.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused its duly authorized representative to execute this Note on the date first above written.

ENERGY FOCUS, INC.

By:    /s/ Lesley A. Matt

Name: Lesley A. Matt

Title: Chief Executive Officer

[Signature Page to Promissory Note]

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XML

Cover	Dec. 21, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 21, 2022
Entity Registrant Name	ENERGY FOCUS, INC/DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36583
Entity Tax Identification Number	94-3021850
Entity Address, Address Line One	32000 Aurora Road Suite B
Entity Address, City or Town	Solon
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44139
City Area Code	440
Local Phone Number	715-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	EFOI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000924168
Amendment Flag	false