Energy Focus, Inc. (“Energy Focus,” “we,” “our,” “us” or the
“Company”) (NASDAQ:EFOI), a leader in sustainable, energy-efficient
lighting and controls systems and ultraviolet-c light disinfection
(“UVCD”) products for the commercial, military maritime and
consumer markets, today announced that it has entered into
definitive securities purchase agreements with certain
institutional investors for the issuance and sale of 2,692,310
shares of the Company’s common stock (or pre-funded warrants in
lieu thereof) and warrants to purchase up to 2,692,310 shares of
common stock, in combinations of one share (or one pre-funded
warrant) and one warrant for a combined purchase price of $1.30, in
a private placement priced at-the-market under the rules of The
Nasdaq Stock Market (“Nasdaq”) pursuant to one or more exemptions
from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”). Subject to certain ownership
limitations, the warrants are exercisable upon issuance. Each
warrant is exercisable into one share of common stock at a price
per share of $1.30 per share and will expire five years from the
initial exercise date. The closing of the private placement is
expected to occur on or about June 7, 2022, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the private placement.
The gross proceeds to the Company are expected to be
approximately $3.5 million, before deducting placement agent fees
and other offering expenses. Energy Focus currently intends to use
the net proceeds from the offering for general corporate purposes
and may use up to 50% of the net proceeds from the offering to
reduce the balance of outstanding promissory notes.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act, or applicable state securities
laws. Accordingly, the securities may not be reoffered or resold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
Under an agreement with the investors, the Company has agreed to
file a registration statement with the Securities and Exchange
Commission (the “SEC”) covering the resale of the shares of the
common stock and the shares of common stock underlying the warrants
no later than 15 days after the date of the securities purchase
agreement and to use commercially reasonable best efforts to have
the registration statement declared effective as promptly as
practical thereafter, and in any event no later than 30 days after
the securities purchase agreement.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Energy Focus
Energy Focus is an industry-leading innovator of sustainable
light-emitting diode (“LED”) lighting and lighting control
technologies and solutions, as well as UV-C Disinfection
technologies and solutions. As the creator of the first
flicker-free LED lamps, Energy Focus develops high quality LED
lighting products and controls that provide extensive energy and
maintenance savings, as well as aesthetics, safety, health and
sustainability benefits over conventional lighting. Our EnFocus™
lighting control platform enables existing and new buildings to
provide quality, convenient and affordable, dimmable and
color-tunable, circadian and human-centric lighting capabilities.
In addition, our patent-pending UVCD technologies and products aim
to provide effective, reliable and affordable UVCD solutions for
buildings, facilities and homes. Energy Focus’ customers include
U.S. and U.S. ally navies, U.S. federal, state and local
governments, healthcare and educational institutions, as well as
Fortune 500 companies. Since 2007, Energy Focus has installed
approximately 900,000 lighting products across the U.S. Navy fleet,
including tubular LEDs, waterline security lights, explosion-proof
globes and berth lights, saving more than five million gallons of
fuel and 300,000 man-hours in lighting maintenance annually. Energy
Focus is headquartered in Solon, Ohio. For more information, visit
our website at Energy Focus is an industry-leading innovator of
sustainable light-emitting diode (“LED”) lighting and lighting
control technologies and solutions, as well as UV-C Disinfection
technologies and solutions. As the creator of the first
flicker-free LED lamps, Energy Focus develops high quality LED
lighting products and controls that provide extensive energy and
maintenance savings, as well as aesthetics, safety, health and
sustainability benefits over conventional lighting. Our EnFocus™
lighting control platform enables existing and new buildings to
provide quality, convenient and affordable, dimmable and
color-tunable, circadian and human-centric lighting capabilities.
In addition, our patent-pending UVCD technologies and products aim
to provide effective, reliable and affordable UVCD solutions for
buildings, facilities and homes. Energy Focus’ customers include
U.S. and U.S. ally navies, U.S. federal, state and local
governments, healthcare and educational institutions, as well as
Fortune 500 companies. Since 2007, Energy Focus has installed
approximately 900,000 lighting products across the U.S. Navy fleet,
including tubular LEDs, waterline security lights, explosion-proof
globes and berth lights, saving more than five million gallons of
fuel and 300,000 man-hours in lighting maintenance annually. Energy
Focus is headquartered in Solon, Ohio. For more information, visit
our website at www.energyfocus.com.
Forward-Looking Statements:
Forward-looking statements in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements can generally be identified by
the use of forward-looking terminology, including the terms
“believes,” “estimates,” “anticipates,” “expects,” “feels,”
“seeks,” “forecasts,” “projects,” “intends,” “plans,” “may,”
“will,” “should,” “could” or “would” or, in each case, their
negative or other variations or comparable terminology. These
forward-looking statements include all matters that are not
historical facts and include statements regarding our intentions,
beliefs or current expectations concerning, among other things, our
results of operations, financial condition, liquidity, prospects,
growth, strategies, capital expenditures, and the industry in which
we operate. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Although we
base these forward-looking statements on assumptions that we
believe are reasonable when made in light of the information
currently available to us, we caution you that forward-looking
statements are not guarantees of future performance and that our
actual results of operations, financial condition and liquidity,
and industry developments may differ materially from statements
made in or suggested by the forward-looking statements contained in
this release. We believe that important factors that could cause
our actual results to differ materially from forward-looking
statements include, but are not limited to: (i) instability in the
U.S. and global economies and business interruptions experienced by
us, our customers and our suppliers as a result of the COVID-19
pandemic and related impacts on travel, trade and business
operations; (ii) the competitiveness and market acceptance of our
LED lighting, control and UVCD technologies, services and products;
(iii) our ability to compete effectively against companies with
lower prices or cost structures, greater resources, or more rapid
development capabilities, and new competitors in our target
markets; (iv) our ability to extend our product portfolio into new
end markets, including consumer products; (v) our ability to
realize the expected novelty, effectiveness, affordability and
availability of our UVCD products and their appeal compared to
other competing products; (vi) our ability to increase demand in
our targeted markets and to manage sales cycles that are difficult
to predict and may span several quarters; (vii) the timing of large
customer orders, significant expenses and fluctuations between
demand and capacity as we invest in growth opportunities; (viii)
our ability to successfully scale our network of sales
representatives, agents, distributors and other channel partners to
compete with the sales reach of larger, established competitors;
(ix) our ability to implement plans to increase sales and control
expenses; (x) our reliance on a limited number of customers for a
significant portion of our revenue, and our ability to maintain or
grow such sales levels; (xi) our ability to add new customers to
reduce customer concentration; (xii) our need for and ability to
obtain additional financing in the near term, on acceptable terms
or at all, to continue our operations; (xiii) our ability to
refinance or extend maturing debt on acceptable terms or at all;
(xiv) our ability to continue as a going concern for a reasonable
period of time; (xv) our ability to attract and retain a new chief
executive officer (“Chief Executive Officer”) and a new chief
financial officer (“Chief Financial Officer”); (xvi) our ability to
attract, develop and retain qualified personnel, and to do so in a
timely manner; (xvii) our reliance on a limited number of
third-party suppliers and research and development partners, our
ability to manage third-party product development and obtain
critical components and finished products from such suppliers on
acceptable terms and of acceptable quality despite ongoing global
supply chain challenges, and the impact of our fluctuating demand
on the stability of such suppliers; (xviii) our ability to timely,
efficiently and cost-effectively transport products from our
third-party suppliers by ocean marine and other logistics channels
despite global supply chain and logistics disruptions; (xix) the
impact of any type of legal inquiry, claim or dispute; (xx) the
inflationary or deflationary general economic conditions in the
United States and in other markets in which we operate or secure
products, which could affect our ability to obtain raw materials,
component parts, freight, energy, labor, and sourced finished goods
in a timely and cost-effective manner; (xxi) our dependence on
military maritime customers and on the levels and timing of
government funding available to such customers, as well as the
funding resources of our other customers in the public sector and
commercial markets; (xxii) business interruptions resulting from
geopolitical actions, including war and terrorism, natural
disasters, including earthquakes, typhoons, floods and fires, or
from health epidemics, or pandemics or other contagious outbreaks;
(xxiii) our ability to respond to new lighting and air disinfection
technologies and market trends; (xxiv) our ability to fulfill our
warranty obligations with safe and reliable products; (xxv) any
delays we may encounter in making new products available or
fulfilling customer specifications; (xxvi) any flaws or defects in
our products or in the manner in which they are used or installed;
(xxvii) our ability to protect our intellectual property rights and
other confidential information, and manage infringement claims made
by others; (xxviii) our compliance with government contracting laws
and regulations, through both direct and indirect sale channels, as
well as other laws, such as those relating to the environment and
health and safety; (xxix) risks inherent in international markets,
such as economic and political uncertainty, changing regulatory and
tax requirements and currency fluctuations, including tariffs and
other potential barriers to international trade; (xxx) our ability
to maintain effective internal controls and otherwise comply with
our obligations as a public company; and (xxxi) our ability to
maintain compliance with the continued listing standards of The
Nasdaq Stock Market. For additional factors that could cause our
actual results to differ materially from the forward-looking
statements, please refer to our most recent annual report on Form
10-K and quarterly reports on Form 10-Q filed with the Securities
and Exchange Commission.
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Investor Contact: Brett Maas (646) 536-7331
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