Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On December 13, 2021, Energy Focus, Inc. (the "Company") entered into a
securities purchase agreement (the "Purchase Agreement") with certain
institutional accredited investors (the "Purchasers"), pursuant to which the
Company agreed to issue and sell, in a private placement (the "Private
Placement"), (i) an aggregate of 1,193,185 shares (the "Shares") of the
Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii)
pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate
of 85,228 shares of Common Stock and (iii) warrants (the "Common Warrants" and,
collectively with the Pre-Funded Warrants, the "Warrants") to purchase up to an
aggregate of 1,278,413 shares of Common Stock, in combinations of one Share or
one Pre-Funded Warrant and one Common Warrant for a combined purchase price of
$3.52 (less $0.0001 for any Pre-Funded Warrant). Subject to certain ownership
limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant
is exercisable into one share of Common Stock at a price per share of $0.0001
(as adjusted from time to time in accordance with the terms thereof) and does
not expire. Each Common Warrant is exercisable into one share of Common Stock at
a price per share of $3.52 (as adjusted from time to time in accordance with the
terms thereof) and will expire on the fifth anniversary of the date of issuance.
Aggregate gross proceeds to the Company in respect of the Private Placement is
approximately $4.5 million, before deducting fees payable to the placement agent
and other estimated offering expenses payable by the Company. In connection with
the Private Placement, the Company engaged H.C. Wainwright & Co., LLC
("Wainwright") to serve as exclusive placement agent and agreed to pay
Wainwright an aggregate cash fee equal to 8.0% of the gross proceeds received by
the Company in the Private Placement. The Company also agreed to pay Wainwright
$35,000 for non-accountable expenses and up to $15,950 for escrow expenses. The
Private Placement is expected to close on or about December 16, 2021, subject to
customary closing conditions.
The issuance and sale of the Shares and the Warrants pursuant to the Purchase
Agreement and the issuance and sale of the Warrant Shares upon exercise of the
Warrants are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), and are being offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company entered into a
registration rights agreement (the "Registration Rights Agreement") with each of
the Purchasers. Pursuant to the Registration Rights Agreement, the Company has
agreed to file a registration statement on Form S-3 (or other appropriate form
if the Company is not then S-3 eligible) for the resale by the Purchasers of the
Shares, the Warrant Shares issued and issuable upon exercise of the Warrants,
and any securities issued or then issuable in respect of the Shares and the
Warrant Shares, by December 28, 2021, and to have such registration statement
declared effective by January 12, 2022, in the event the registration statement
is not reviewed by the Securities and Exchange Commission (the "SEC"), or by
February 11, 2022, in the event the registration statement is reviewed by the
SEC. The Company will use commercially reasonable efforts to keep such
registration statement effective at all times until all of the registrable
securities covered by such registration statement (i) have been sold, thereunder
or pursuant to Rule 144 under the Securities Act, or (ii) may be sold without
volume or manner-of-sale restrictions pursuant to Rule 144 and without the
requirement for the Company to be in compliance with the current public
information requirement under Rule 144. The Company will be obligated to pay
certain liquidated damages to the Purchasers if the Company fails to file the
Registration Statement when required, fails to cause the Registration Statement
to be declared effective by the SEC when required, or if the Company fails to
maintain the effectiveness of the Registration Statement.
The foregoing description of the Purchase Agreement, the Warrants and the
Registration Rights Agreement are not complete and are qualified in their
entirety by references to the full text of the Form of Purchase Agreement, the
Form of Warrant and the Form of Registration Rights Agreement, which are filed
as exhibits to this Current Report on Form 8-K and are incorporated by reference
herein.

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Item 3.02. Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated
by reference into this Item 3.02.
Item 7.01. Regulation FD Disclosure.
On December 14, 2021, the Company issued a press release announcing the Private
Placement. 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

  4.1            Form of Warrant
                 Form of Securities Purchase Agreement, dated as of December 13, 2021, between
  10.1  *        the Company and each purchaser named in the signature pages thereto
                 Form of Registration Rights Agreement, dated as of December 13, 2021, between
  10.2           the Company and each purchaser named in the signature pages thereto
  99.    1       Press release, dated December 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 SEC upon request.

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