0001144204-19-018014.txt : 20190403 0001144204-19-018014.hdr.sgml : 20190403 20190403162856 ACCESSION NUMBER: 0001144204-19-018014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190329 FILED AS OF DATE: 20190403 DATE AS OF CHANGE: 20190403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tu James CENTRAL INDEX KEY: 0001564957 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729347 MAIL ADDRESS: STREET 1: ENERGY FOCUS, INC. STREET 2: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Huang Gina CENTRAL INDEX KEY: 0001600805 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729348 MAIL ADDRESS: STREET 1: C/O ENERGY FOCUS, INC. STREET 2: 32000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jag International Co Ltd. CENTRAL INDEX KEY: 0001544485 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729349 BUSINESS ADDRESS: STREET 1: 12 F, NO. 383, SEC 4, REN-AI ROAD STREET 2: DA-AN DISTRICT CITY: TAIPEI STATE: F5 ZIP: 106 BUSINESS PHONE: 886-921-812-983 MAIL ADDRESS: STREET 1: 12 F, NO. 383, SEC 4, REN-AI ROAD STREET 2: DA-AN DISTRICT CITY: TAIPEI STATE: F5 ZIP: 106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brilliant Start Enterprise, Inc. CENTRAL INDEX KEY: 0001600870 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729350 BUSINESS ADDRESS: STREET 1: PORTCULLIS TRUSTNET CHAMBERS CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 3444 BUSINESS PHONE: 440-715-1291 MAIL ADDRESS: STREET 1: PORTCULLIS TRUSTNET CHAMBERS CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 3444 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luo Jiangang CENTRAL INDEX KEY: 0001588515 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729351 MAIL ADDRESS: STREET 1: 18 MICHELLE WAY CITY: PINE BROOK STATE: NJ ZIP: 07058 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cleantech Global Ltd CENTRAL INDEX KEY: 0001588566 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729352 BUSINESS ADDRESS: STREET 1: 18 MICHELLE WAY CITY: PINE BROOK STATE: NJ ZIP: 07058 BUSINESS PHONE: 201-966-3472 MAIL ADDRESS: STREET 1: 18 MICHELLE WAY CITY: PINE BROOK STATE: NJ ZIP: 07058 FORMER NAME: FORMER CONFORMED NAME: Prime Science & Technology Inc. DATE OF NAME CHANGE: 20131007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5 ELEMENTS GLOBAL FUND, LP CENTRAL INDEX KEY: 0001480824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729353 BUSINESS ADDRESS: STREET 1: 114 WEST 47TH STREET STREET 2: STE. 1725 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.847.7225 MAIL ADDRESS: STREET 1: 114 WEST 47TH STREET STREET 2: STE. 1725 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cheng Yeh Mei-Hui CENTRAL INDEX KEY: 0001761139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729354 MAIL ADDRESS: STREET 1: 7F, LANE 71, SEC 1 STREET 2: HANG ZHOU SOUTH ROAD CITY: TAIPEI STATE: F5 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Communal International, Ltd. CENTRAL INDEX KEY: 0001761130 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729355 BUSINESS ADDRESS: STREET 1: 17F, NO.87 STREET 2: SUNG CHIANG ROAD CITY: TAIPEI STATE: F5 ZIP: 00000 BUSINESS PHONE: 886225061800 MAIL ADDRESS: STREET 1: 17F, NO.87 STREET 2: SUNG CHIANG ROAD CITY: TAIPEI STATE: F5 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5 Elements Energy Efficiency Ltd. CENTRAL INDEX KEY: 0001544460 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36583 FILM NUMBER: 19729356 BUSINESS ADDRESS: STREET 1: 17F, NO.87, SUNG CHIANG ROAD CITY: TAIPEI STATE: F5 ZIP: 104 BUSINESS PHONE: 886-2-2506-1800 MAIL ADDRESS: STREET 1: 17F, NO.87, SUNG CHIANG ROAD CITY: TAIPEI STATE: F5 ZIP: 104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY FOCUS, INC/DE CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32000 AURORA ROAD STREET 2: SUITE B CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4407151300 MAIL ADDRESS: STREET 1: 32000 AURORA ROAD STREET 2: SUITE B CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: FIBERSTARS INC /CA/ DATE OF NAME CHANGE: 19940527 4 1 tv517902_form4.xml FORM 4 X0306 4 2019-03-29 0 0000924168 ENERGY FOCUS, INC/DE EFOI 0001564957 Tu James 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 1 1 1 0 CEO, President and Interim CFO 0001600805 Huang Gina 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 0 0 1 0 0001544485 Jag International Co Ltd. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 0 0 1 0 0001600870 Brilliant Start Enterprise, Inc. 3F-4, NO.9, MIN QUAN EAST ROAD SECTION 3 LANE 140 SONG SHAN DISTRICT TAIPEI CITY F5 105 TAIWAN, PROVINCE OF CHINA 0 0 1 0 0001588515 Luo Jiangang 18 MICHELLE WAY PINE BROOK NJ 07058 0 0 1 0 0001588566 Cleantech Global Ltd ONE OFFSHORE INCORPORATION CENTRE ROAD TOWN TORTOLA D8 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001480824 5 ELEMENTS GLOBAL FUND, LP 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 0 0 1 0 0001761139 Cheng Yeh Mei-Hui SEA MEADOW HOUSE, BLACKBURNE HIGHWAY, P.O. BOX 116 ROAD TOWN TORTOLA D8 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001761130 Communal International, Ltd. 1 BRIDGE PLAZA NORTH, #275 FORT LEE NJ 07024 0 0 1 0 0001544460 5 Elements Energy Efficiency Ltd. 17F, NO.87, SUNG CHIANG ROAD TAIPEI F5 104 TAIWAN, PROVINCE OF CHINA 0 0 1 0 Convertible Notes due 2021 2019-03-29 4 P 0 1080000 A Series A Convertible Preferred Stock 1080000 I See Footnote On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap") (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter, (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis. On November 30, 2018, the Reporting Persons filed a Schedule 13D reporting that they may be deemed to be a "group" under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder. Because the aggregate holdings of the "group" exceed 10% of the Common Stock outstanding, each Reporting Person is deemed to be a 10% owner. /s/ James Tu 2019-04-02 /s/ Gina Huang (Mei-Yun Huang) 2019-04-02 JAG INTERNATIONAL, LTD. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 2019-04-02 BRILLIANT START ENTERPRISE, INC. By: /s/ Gina Huang (Mei-Yun Huang), General Partner 2019-04-02 /s/ Jiangang Luo 2019-04-02 CLEANTECH GLOBAL LTD. By: /s/ Jiangang Luo, Managing Partner 2019-04-02 5 ELEMENTS GLOBAL FUND L.P. By: /s/ James Tu, Managing Partner 2019-04-02 /s/ Yeh-Mei Hui Cheng 2019-04-02 COMMUNAL INTERNATIONAL, LTD. By: /s/ Yeh-Mei Hui Cheng, Authorized Representative 2019-04-02 5 ELEMENTS ENERGY EFFICIENCY LIMITED By: /s/ Yeh-Mei Hui Cheng, Authorized Representative 2019-04-02