Energy Focus Inc.
08/19/2025 | Press release | Distributed by Public on 08/19/2025 04:09
Material Agreement, Private Placement (Form 8-K)
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.
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