Energy Focus Inc.

06/27/2024 | Press release | Distributed by Public on 06/27/2024 08:52

Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.
Private Placement and Securities Purchase Agreements
On June 21, 2024, Energy Focus, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Sander Electronics Inc. (the "Purchaser"), a shareholder of the Company controlled by Chiao Chieh (Jay) Huang, CEO of the Company, pursuant to which the Company agreed to issue and sell in a private placement (the "Private Placement") an aggregate of 534,592 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for a purchase price per share of $1.59.
Aggregate gross proceeds to the Company in respect of the Private Placement is approximately $0.85 million, before offering expenses payable by the Company. The Private Placement was closed on June 21, 2024.
The Private Placement was priced at the closing price of the Common Stock on The Nasdaq Stock Market
LLC ("Nasdaq") the day prior to the closing, which is fair market value under the rules of Nasdaq. The issuance
and sale of the Shares pursuant to the Purchase Agreement are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), and were made pursuant to certain exemptions from registration, including Regulation S promulgated thereunder, in reliance on the representations and covenants of the Purchaser under the Purchase Agreement.