Current Report Filing (8-k)
February 17 2022 - 4:35PM
Edgar (US Regulatory)
0000924168FALSEENERGY FOCUS, INC/DE00009241682022-02-112022-02-11
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): February 11, 2022
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on January 11, 2022, Energy Focus, Inc. (the “Company”) announced that its Board of Directors (the “Board”) had appointed Stephen Socolof, the Company’s Lead Independent Director, to serve as Interim Chief Executive Officer, replacing James Tu, the former Chief Executive Officer of the Company. In connection with Mr. Tu’s separation from the Company as its Chief Executive Officer, on February 11, 2022, Mr. Tu and the Company entered into a Separation Agreement and Release (the “Separation Agreement”), which provides for the continued payment of Mr. Tu’s salary at the rate then in effect for a period of six months following his separation date and six months of continued benefits. Pursuant to the Separation Agreement, Mr. Tu has agreed to step down as a member of the Board of Directors, effective February 11, 2022.
Pursuant to the Separation Agreement, among other things, Mr. Tu agreed to customary non-competition and non-solicitation provisions for a period of one year and customary standstill and voting provisions for a period of six months.
The foregoing description of the Severance Agreement and Release is not complete and is qualified in its entirety by references to the full text of the Separation Agreement and Release, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit | |
| Number | Description |
| |
| 10.1 | |
| 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: February 17, 2022 | | |
| | |
| | |
| ENERGY FOCUS, INC. |
| |
| |
| By: | /s/ Tod A. Nestor |
| Name: | Tod A. Nestor |
| Title: | Chief Operating Officer and Chief Financial Officer |
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