Is the Energy Focus (EFOI) share sale registered under the Securities Act?

No, the share sale is not registered under the Securities Act of 1933. Energy Focus is relying on certain registration exemptions, including Section 4(a)(2), based on representations and covenants made by Euka Power Japan Co., Ltd. in the purchase agreement.

Energy Focus raises $250K in private placement

Q: What is the share price and number of shares in the Energy Focus (EFOI) deal?

The private placement involves 65,789 common shares priced at $3.80 each. This pricing matches the closing price of the common stock on the day immediately before signing the securities purchase agreement, resulting in total proceeds of $250,000.

Energy Focus, Inc. entered a securities purchase agreement with Euka Power Japan Co., Ltd. to complete a private placement of common stock.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Energy Focus, Inc. entered a securities purchase agreement with Euka Power Japan Co., Ltd. to complete a private placement of common stock. The company agreed to issue 65,789 shares of common stock at $3.80 per share, for total proceeds of $250,000.

The transaction is structured as an unregistered sale of equity securities under exemptions from registration, including Section 4(a)(2) of the Securities Act, based on the purchaser’s representations and covenants in the agreement.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued: 65,789 shares Share price: $3.80 per share Gross proceeds: $250,000 +2 more

5 metrics

Shares issued 65,789 shares Common stock sold in private placement

Share price $3.80 per share Purchase price, equal to prior day closing price

Gross proceeds $250,000 Total consideration for the private placement

Securities Act exemption Section 4(a)(2) Exemption used for unregistered sale of shares

Agreement date May 29, 2026 Date of Securities Purchase Agreement

Key Terms

securities purchase agreement, private placement, unregistered sales of equity securities, Section 4(a)(2) of the Securities Act, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with Euka Power Japan"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"agreed to issue and sell in a private placement (the “Private Placement”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

unregistered sales of equity securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities"

Section 4(a)(2) of the Securities Act regulatory

"made pursuant to certain exemptions from registration, including Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Energy Focus (EFOI) disclose in this 8-K filing?

Energy Focus disclosed a private placement of its common stock. The company agreed to sell 65,789 shares to Euka Power Japan Co., Ltd. for $3.80 per share, providing total proceeds of $250,000 under a securities purchase agreement.

How much capital is Energy Focus (EFOI) raising in the private placement?

Energy Focus is raising $250,000 through this private placement. The company will issue 65,789 shares of common stock at a purchase price of $3.80 per share to Euka Power Japan Co., Ltd. under the securities purchase agreement.

Who is the investor in Energy Focus’s (EFOI) private placement?

The investor is Euka Power Japan Co., Ltd. Energy Focus entered a securities purchase agreement with this purchaser, under which Euka Power Japan will acquire 65,789 shares of common stock in an unregistered private placement transaction.

What key agreement did Energy Focus (EFOI) file as an exhibit?

Energy Focus filed the form of Securities Purchase Agreement as Exhibit 10.1. This agreement, dated May 29, 2026, sets the terms for issuing and selling 65,789 common shares to Euka Power Japan Co., Ltd. in the private placement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 06:18 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 29, 2026

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36583

94-3021850

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


32000 Aurora Road Suite B	Solon,	OH	44139
(Address of principal executive offices)			(Zip Code)

(440) 715-1300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	EFOI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 29, 2026, Energy Focus, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Euka Power Japan Co., Ltd. (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 65,789 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 $3.80, the closing price of the Common Stock on the day immediately preceding the date of the Purchase Agreement, totaling $250,000.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to such Purchase Agreement, a form copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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.

The issuance and sale of the Shares pursuant to the Purchase Agreement is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and was made pursuant to certain exemptions from registration, including Section 4(a)(2) of the Securities Act, in reliance on the representations and covenants of the Purchaser under the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number			Description
10.1			Form of Securities Purchase Agreement, dated as of May 29, 2026, between the Company and the Purchaser
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: June 3, 2026


	ENERGY FOCUS, INC.


	By:	/s/ Chiao Chieh (Jay) Huang
	Name:	Chiao Chieh (Jay) Huang
	Title:	Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 84.1 KB