Energy Focus (EFOI) CEO invests $500K in private common stock deal

Rhea-AI Filing Summary

Energy Focus, Inc. entered into a material securities purchase agreement with its Chief Executive Officer and Chief Financial Officer, Chiao Chieh (Jay) Huang, on August 15, 2025. The company agreed to issue and sell in a private placement 264,550 shares of its common stock at a purchase price of $1.89 per share, equal to the prior day’s closing price, for total proceeds of $500,000. These shares were issued in an unregistered transaction relying on exemptions under Section 4(a)(2) of the Securities Act, based on the purchaser’s representations and covenants in the agreement.

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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): August 15, 2025

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 August 15, 2025, Energy Focus, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with its Chief Executive Officer and Chief Financial Officer, Mr. Chiao Chieh (Jay) Huang (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 264,550 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 $1.89, the closing price of the Common Stock on the day immediately preceding the date of the Purchase Agreement, totaling $500,000.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to such Purchase Agreement, a 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 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 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			Securities Purchase Agreement, dated as of August 15, 2025, 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: August 19, 2025
			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)

FAQ

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

Energy Focus disclosed a private placement in which it agreed to issue and sell 264,550 shares of common stock to its CEO and CFO, Chiao Chieh (Jay) Huang, under a securities purchase agreement dated August 15, 2025.

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

The company is raising $500,000 by selling 264,550 shares of common stock at a price of $1.89 per share, which was the closing price on the day before the agreement date.

Who is buying the newly issued Energy Focus (EFOI) shares?

The purchaser is the company’s Chief Executive Officer and Chief Financial Officer, Chiao Chieh (Jay) Huang, as identified in the securities purchase agreement.

Were the new Energy Focus (EFOI) shares registered under the Securities Act?

No. The issuance and sale of the shares were not registered under the Securities Act of 1933 and were made in reliance on exemptions, including Section 4(a)(2), based on the purchaser’s representations and covenants.

What type of security did Energy Focus (EFOI) issue in this deal?

Energy Focus issued common stock, par value $0.0001 per share, totaling 264,550 newly issued shares in the private placement.

Where can investors find the full terms of the Energy Focus (EFOI) purchase agreement?

The full securities purchase agreement dated August 15, 2025 is filed as Exhibit 10.1 to the report and is incorporated by reference.