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