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OFFON

ENERGY FOCUS, INC.

(EFOI)
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ENERGY FOCUS, INC/DE : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/16/2021 | 08:03am EDT

Item 1.01. Entry into a Material Definitive Agreement.

On June 14, 2021, Energy Focus, Inc. (the "Company") entered into a securities purchase agreement with certain institutional accredited investors (the "Purchase Agreement"), pursuant to which the Company agreed to sell, in a registered direct offering, an aggregate of 990,100 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a purchase price of $5.05 per share (the "Offering").

The Offering is expected to close on or about June 16, 2021, subject to customary closing conditions.

The 990,100 shares of Common Stock sold in the Offering were offered and sold pursuant to a prospectus, dated December 12, 2018, and a prospectus supplement dated June 14, 2021, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-228255).

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by references to the full text of the Form of Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of Jones Day relating to the validity of the shares of Common Stock issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On June 14, 2021, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1 attached hereto, shall be deemed "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.


(d)  Exhibits.

Exhibit
Number         Description

  5.1          Opinion of Jones Day
               Form of Securities Purchase Agreement, dated as of June 14, 2021, between the
  10.1  *      Company and each purchaser named in the signature pages thereto
  23.1         Consent of Jones Day (contained in Exhibit 5.1)
  99.1         Press release, dated June 14, 2021
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)


*       Certain schedules and exhibits to this agreement have been omitted pursuant to
        Instruction 4 to Item 1.01 of Form 8-K. A copy of any omitted schedule or exhibit will
        be furnished to the Securities and Exchange Commission upon request.

--------------------------------------------------------------------------------

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