Energy Focus, Inc 10-K for FY2023

Energy Focus, Inc (EFOI)

10-K 2024-03-22 For: 2023-12-31

Added on April 12, 2026

About this 10-K

Energy Focus, Inc filed this 10-K on March 22, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.72M; down 4.2% from $5.97M a year earlier
Net loss: $4.29M; compared with a net loss of $10.28M a year earlier

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Delaware						94-3021850
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


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


Large accelerated filer	¨	Accelerated filer	☐
Non-accelerated filer	þ	Smaller reporting company	☑
		Emerging growth company	☐


	PART I	Page

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	24
ITEM 1C.	CYBERSECURITY	24
ITEM 2.	PROPERTIES	25
ITEM 3.	LEGAL PROCEEDINGS	25
ITEM 4.	MINE SAFETY DISCLOSURES	26
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	27
ITEM 6.	[RESERVED]	27
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 8.	FINANCIAL STATEMENTS	37
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	72
ITEM 9A.	CONTROLS AND PROCEDURES	72
ITEM 9B.	OTHER INFORMATION	72
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	72
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	73
ITEM 11.	EXECUTIVE COMPENSATION	73
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	73
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	73
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	73
	PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	73
ITEM 16.	FORM 10-K SUMMARY	76
	SIGNATURES	77


		2023		2022
Net sales		100.0	%	100.0	%
Cost of sales		96.1		105.3
Gross profit (loss)		3.9		(5.3)

Operating expenses:
Product development		10.3		25.0
Selling, general, and administrative		63.1		119.8
Loss on impairment		—		5.6


Total operating expenses		73.4		150.4
Loss from operations		(69.5)		(155.7)

Other expenses:

Interest income	(57)	(57)		—


Interest expenses		380		954
Other income		(0.5)		(0.5)

Other expenses, net		0.5		0.9
Net loss before income taxes		(68.5)		(172.2)
Benefit from income taxes		0.1		0.2


Net loss		(75.1)	%	(172.3)	%


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	2023		2022
Commercial products	$	1,593	$	3,746
MMM products	4,124		2,222

Total net sales	$	5,717	$	5,968


	2023		2022
Net cash used in operating activities	$	(2,439)	$	(6,713)

Net cash used in investing activities	$	(69)	$	(16)

Proceeds from the issuance of common stock and warrants	$	6,079	$	3,500
Costs related to reverse stock-split	(16)		—
Offering costs paid on the issuance of common stock and warrants	—		(334)


Principal payments under finance lease obligations	—		(1)
Proceeds from exercise of stock options and purchases through employee stock purchase plan	—		6



Payments on the 2022 Streeterville Note	(625)		—
Payments for deferred financing costs	—		(114)
Payments on the 2021 Streeterville Note	—		(1,640)



Proceeds from the 2022 Streeterville Note	—		2,000
Proceeds from related party promissory notes payable	—		800
Proceeds from promissory notes payable	—		650



Net payments on credit line borrowings - Credit Facilities	(1,402)		(768)
Advanced capital contribution	450		—
Net cash provided by financing activities	$	4,486	$	4,099


			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1808)			38
Consolidated Balance Sheets as of December 31, 2023 and 2022			40
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022			42
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022			43
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022			44
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022			45
Notes to Consolidated Financial Statements			48


	2023		2022
ASSETS
Current assets:
Cash	$	2,030	$	52
Trade accounts receivable, less allowances of $20 and $26, respectively	1,570		445
Trade accounts receivable - related party	202		—
Inventories, net	4,439		5,476
Prepayments to vendors	792		592
Prepaid and other current assets	156		232

Receivable for claimed Employee Retention Tax Credit	—		445
Total current assets	9,189		7,242
Property and equipment, net	112		76
Operating lease, right-of-use asset	899		1,180



Total assets	$	10,200	$	8,498
LIABILITIES
Current liabilities:
Accounts payable	$	1,624	$	2,204
Accounts payable - related party	2,146		—
Accrued liabilities	110		145
Accrued legal and professional fees	64		—
Accrued payroll and related benefits	199		261
Accrued sales commissions	62		76

Accrued warranty reserve	150		183

Operating lease liabilities	223		198




Promissory notes payable, net of discounts and loan origination fees	1,323		2,618
Advanced capital contribution	450		—
Related party promissory notes payable	—		814
Credit line borrowings, net of loan origination fees	—		1,447
Total current liabilities	6,351		7,946


	2023		2022

Operating lease liabilities, net of current portion	798		1,029





Total liabilities	7,149		8,975

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $0.0001 per share:
Authorized: 5,000,000 shares (3,300,000 shares designated as Series A Convertible Preferred Stock) at December 31, 2023 and December 31, 2022
Issued and outstanding: 876,447 shares at December 31, 2023 and December 31, 2022	—		—
Common stock, par value $0.0001 per share:
Authorized: 50,000,000 shares at December 31, 2023 and December 31, 2022
Issued and outstanding: 4,348,690 shares at December 31, 2023 and 1,406,920* shares at December 31, 2022	—		1
Additional paid-in capital	156,369		148,545
Accumulated other comprehensive loss	(3)		(3)
Accumulated deficit	(153,315)		(149,020)
Total stockholders' equity (deficit)	3,051		(477)
Total liabilities and stockholders' equity (deficit)	$	10,200	$	8,498
*Shares outstanding for prior periods have been restated for the 1-for-7 reverse stock split effective June 16, 2023.


								Additional Paid-in Capital		Accumulated Other Comprehensive Loss
	Preferred Stock			Common Stock			Accumulated Deficit
	Shares	Amount		Shares*	Amount							Total




































































Balance at December 31, 2021	876	$	—	910	$	—		$	144,953	$	(3)	$	(138,741)	$	6,209
Issuance of common stock under employee stock option and stock purchase plans	—	—		7	—			6		—		—		6

Issuance of common stock and warrants	—	—		187	1			3,499		—		—		3,500
Offering costs on issuance of common stock and warrants	—	—		—	—			(334)		—		—		(334)
Issuance of common stock upon the exercise of warrants	—	—		209	—			—		—		—		—




Stock-based compensation	—	—		—	—			117		—		—		117
Stock issued in exchange transactions	—	—		94	—			304		—		—		304
Net loss	—	—		—	—			—		—		(10,279)		(10,279)
Balance at December 31, 2022	876	$	—	1,407	$	1		$	148,545	$	(3)	$	(149,020)	$	(477)

Issuance of common stock	—	—		2,477	1			6,078		—		—		6,079
Stock issued in exchange transactions	—	—		465	—			1,716		—		—		1,716
Par value adjustment due to reverse stock split	—	—		—	(2)			2		—		—		—
Reduction in equity due to costs from reverse stock split	—	—		—	—			(16)		—		—		(16)

Stock-based compensation	—	—		—	—			44		—		—		44
Impact of adoption of ASU 2016-13 - CECL	—	—		—	—			—		—		(2)		(2)
Net loss	—	—		—	—			—		—		(4,293)		(4,293)
Balance at December 31, 2023	876	$	—	4,349	$	—		$	156,369	$	(3)	$	(153,315)	$	3,051


	2023		2022
Cash flows from operating activities:
Net loss	$	(4,293)	$	(10,279)


Adjustments to reconcile net loss to net cash used in operating activities:

Other income	(40)		(30)
Capitalized interest on promissory notes payable	—		40

Depreciation	33		159
Stock-based compensation	44		117



Provision for doubtful accounts receivable	6		14
Provision for slow-moving and obsolete inventories	25		32
Provision for warranties	(33)		(111)

Amortization of loan discounts and origination fees	225		364

Loss on impairment	—		338
Change in operating assets and liabilities:
Accounts receivable	(1,131)		783

Accounts receivable - related party	(202)		—
Inventories	1,012		2,358
Prepayments to vendors	(200)		120
Prepaid and other assets	521		247
Accounts payable	(580)		(1)
Accounts payable- related party	2,146		—
Accrued and other liabilities	(47)		(584)
Right of use assets and lease liabilities	75		(12)
Deferred revenue	—		(268)
Total adjustments	1,854		3,566
Net cash used in operating activities	(2,439)		(6,713)

Cash flows from investing activities:
Acquisitions of property and equipment	(69)		(41)
Proceeds from the sale of property and equipment	—		25
Net cash used in investing activities	(69)		(16)

Cash flows from financing activities:
Proceeds from the issuance of common stock and warrants	6,079		3,500
Costs related to reverse stock-split	(16)		—
Offering costs paid on the issuance of common stock and warrants	—		(334)


Principal payments under finance lease obligations	—		(1)
Proceeds from exercise of stock options and purchases through employee stock purchase plan	—		6




Payments on the 2021 Streeterville Note	—		(1,640)
Payments on the 2022 Streeterville Note	(625)		—


Proceeds from the 2022 Streeterville Note	—		2,000
Proceeds from related party promissory notes payable	—		800
Proceeds from promissory notes payable	—		650



Payments for deferred financing costs	—		(114)

Net payments on credit line borrowings - Credit Facilities	(1,402)		(768)
Advanced capital contribution	450		—
Net cash provided by financing activities	4,486		4,099


	2023		2022







Net increase (decrease) in cash	1,978		(2,630)
Cash, beginning of year	52		2,682
Cash, end of year	$	2,030	$	52







Supplemental information:
Cash paid in year for interest	$	380	$	364
Cash paid in year for income taxes	$	—	$	1

Non-cash investing and financing activities:
Debt-to-equity exchange transactions	$	1,716	$	304


Table of Contents			ENERGY FOCUS, INC.


Table of Contents			ENERGY FOCUS, INC.


Table of Contents			ENERGY FOCUS, INC.


Table of Contents			ENERGY FOCUS, INC.



	December 31, 2023		December 31, 2022		January 01, 2022
Accounts Receivable	$	1,590	$	471	$	1,254
Less: Reserve for Credit Losses/Allowance for Doubtful Accounts	(20)		(26)		(14)
Net Accounts Receivable	$	1,570	$	445	$	1,240


Allowance for doubtful accounts as of December 31, 2022	$	(26)
Cumulative effect of the implementation of ASC 326	(2)
Reserve for credit losses as of December 31, 2023	(4)
Prior year reclassification of sales returns out of allowance for doubtful accounts	12
Allowance for doubtful accounts as of December 31, 2023	$	(20)


Level 1			Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2			Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3			Unobservable inputs for the asset or liability.


	For the years ended December 31,
	2023		2022
Numerator:
Net loss	$	(4,293)	$	(10,279)

Denominator:
Basic and diluted weighted average common shares outstanding*	3,241		1,158


	At December 31,
	2023		2022
Balance at the beginning of the year	$	183	$	295
Accruals for warranties issued	10		24
Adjustments to existing warranties	(43)		(136)

Accrued warranty reserve at the end of the year	$	150	$	183


	Operating Leases

2024	379
2025	385
2026	390
2027	197

Total future undiscounted lease payments	1,351
Less imputed interest	(330)
Total lease obligations	$	1,021


	Years ended December 31,
	2023		2022
Supplemental Cash Flow Information:
Cash paid, net, for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	383	$	423

Financing cash flows from finance leases	$	—	$	1


At December 31, 2022
	G. Huang		J. Huang		J. Huang		G. Huang		J. Huang		J. Huang		T. Lin		Total
Date entered	September 16, 2022		October 25, 2022		November 4, 2022		November 9, 2022		December 6, 2022		December 21, 2022		December 31, 2022
Term	9 months		9 months		9 months		9 months		9 months		9 months		9 months
Principal amount	$450,000		$50,000		$250,000		$350,000		$200,000		$100,000		$50,000		$1,450,000
Maturity date	June 16, 2023		July 25, 2023		August 4, 2023		August 9, 2023		September 6, 2023		September 21, 2023		September 30, 2023
Interest rate	8	%	8	%	8	%	8	%	8	%	8	%	8	%
Default interest rate	10	%	10	%	10	%	10	%	10	%	10	%	10	%
Outstanding Amount	$460,455		$50,734		$253,123		$353,989		$201,096		$100,219		$50,011		$1,469,627


	As of December 31, 2023	As of December 31, 2022
	Number of Underlying Shares		Exercise Price	Expiration
June 2022 Warrants	384,615	384,615	$9.10	December 16, 2026
December 2021 Warrants	182,630	182,630	$24.64	June 7, 2027
January 2020 Investor Warrants	26,819	26,819	$23.59	January 13, 2025
January 2020 Placement Agent Warrants	5,954	5,954	$34.96	January 13, 2025
	600,018	600,018


	For the year ended December 31,
	2023		2022
Cost of sales	$	2	$	2
Product development	—		15
Selling, general, and administrative	42		100
Total stock-based compensation	$	44	$	117


	2023			2022
Fair value of options issued	$	2.49		$	0.77
Exercise price	$	3.04		$	0.95
Expected life of option (in years)	6.1			6.1
Risk-free interest rate	3.5		%	3.0		%
Expected volatility	101.8		%	104.0		%
Dividend yield	0.00		%	0.00		%


	Number of Options*	Weighted Average Exercise Price Per Share









































Outstanding at December 31, 2021	38,032	$	24.30
Granted	32,317	6.67
Exercised	(22,893)	21.00
Canceled/forfeited	(318)	19.52
Expired	(36)	10.18
Outstanding at December 31, 2022	47,102	13.78
Granted	11,427	$	3.04

Canceled/forfeited	(24,076)	18.55
Expired	(3,878)	17.03
Balance at December 31, 2023	30,575	$	5.60

Vested and expected to vest at December 31, 2023	25,679	$	5.77

Exercisable at December 31, 2023	8,068	$	7.53
*Options have been restated for the 1-for-7 reverse stock split effective June 16, 2023.


OPTIONS OUTSTANDING							OPTIONS EXERCISABLE
Range of Exercise Prices			Number of Shares Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number of Shares Exercisable	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$3.04	—	$4.14	7,142	9.3	$	3.04	—	—	$	—
$4.15	—	$5.73	21,428	8.7	5.25		6,702	8.7	5.25
$5.74	—	$13.48	882	7.2	8.34		453	6.7	9.26
$13.49	—	$27.55	661	5.8	16.80		661	5.8	16.80
$27.56	—	$59.78	463	7.0	39.91		252	6.8	40.68
			30,576	8.7	$	5.60	8,068	8.3	$	7.53


	Restricted Stock Units Outstanding*	Weighted Average Grant Date Fair Value




















Outstanding at December 31, 2021	343	$	1.02
Granted	7,143	$	0.18
Expired	(5,829)	$	0.22

Outstanding at December 31, 2022	1,657	$	11.13

Expired	(1,428)	$	4.90
Canceled/forfeited	(229)	$	49.99
Outstanding at December 31, 2023	—	$	—


	Year ended December 31,
	2023		2022
Commercial products	$	1,593	$	3,746
MMM products	4,124		2,222

Total net sales	$	5,717	$	5,968


Description	Beginning Balance		Charges to Revenue/ Expense		Deductions		Ending Balance
Year ended December 31, 2023
Allowance for doubtful accounts and returns	$	26	6		12		$	20
Inventory reserves	2,527		404		378		2,553
Valuation allowance for deferred tax assets	20,764		2,209		346		22,627
Year ended December 31, 2022
Allowance for doubtful accounts and returns	$	14	$	29	$	17	$	26
Inventory reserves	3,050		312		835		2,527
Valuation allowance for deferred tax assets	18,931		1,833		—		20,764


Exhibit Number			Description of Documents
3.1			Certificate of Incorporation of Energy Focus, Inc. (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed May 1, 2006).


3.2			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on June 21, 2010 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
3.3			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on October 9, 2012 (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
3.4			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on October 28, 2013 (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
3.5			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on July 16, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).
3.6			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on July 24, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 27, 2015).
3.7			Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on January 15, 2020 (incorporated by reference to Exhibit 3.7 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
3.8			Certificate of Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on March 29, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 1, 2019).
3.9			Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on May 30, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 30, 2019).
3.10			Amendment to the Certificate of Designation of Series A Convertible Preferred Stock of Energy Focus, Inc. filed with the Secretary of State of the State of Delaware on January 15, 2020 (incorporated by reference to Exhibit 3.10 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
3.11			Certificate of Amendment of Certificate of Incorporation, dated June 11, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2020).
3.12			Certificate of Amendment of Certificate of Incorporation, dated June 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 22, 2023).
3.13			Bylaws of Energy Focus, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 18, 2020).
3.14			Certificate of Ownership and Merger, Merging Energy Focus, Inc., a Delaware corporation, into Fiberstars, Ind. a Delaware corporation, filed with the Secretary of State of the State of Delaware on May 4, 2007 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2007).
4.1			Description of Securities of Energy Focus, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).
4.2			Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).
4.3			Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).
4.4			Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021).
4.5			Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
4.6			Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 6, 2022).









10.2*			Energy Focus, Inc. Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 19, 2019).
10.3			Form of Securities Purchase Agreement, dated as of January 9, 2020, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).
10.4			Loan and Security Agreement, dated as of August 11, 2020, by and between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2020).
10.5*			Energy Focus, Inc. 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).
10.6*			Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).
10.7*			Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).
10.8*			Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Nonqualified Stock Option Agreement for Employees (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).


10.9*			Energy Focus, Inc. 2020 Stock Incentive Plan - Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).
10.10			First Amendment to Loan and Security Agreement, dates as of April 20, 2021 by and between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2021).
10.11##			Form of Securities Purchase Agreement, dated as of December 13, 2021, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
10.12			Registration Rights Agreement, dated as of December 13, 2021, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
10.13			Note Purchase Agreement, dated as of April 21, 2022 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2022).
10.14			Promissory Note, dated as of April 21, 2022 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 25, 2022).
10.15			Securities Purchase Agreement, dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).
10.16			Registration Rights Agreement dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).
10.17*			Amended and Restated Energy Focus, Inc. 2020 Stock Incentive Plan, dated as of June 22, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 24, 2022).
10.18*			Chief Executive Officer Offer Letter dated September 6, 2022 between Lesley A. Matt and Energy Focus, Inc. (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
10.19			Promissory Note, dated as of September 16, 2022, by and between the Company and Mei-Yun Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2022).
10.20			Promissory Note, dated as of October 27, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
10.21			Promissory Note, dated as of November 4, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
10.22			Promissory Note, dated as of November 9, 2022, by and between the Company and Mei-Yun Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
10.23			Promissory Note, dated as of December 6, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 9, 2022).
10.24			Promissory Note, dated as of December 21, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2022).
10.25			Promissory Note, dated as of December 30, 2022, by and between the Company and Tingyu Lin (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 6, 2023).
10.26			Securities Purchase Agreement, dated as of January 5, 2023, between the Company and Mei Yun Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023).
10.27			Securities Purchase Agreement, dated as of January 5, 2023, between the Company and Mei Yun Huang (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023).
10.28			Form of Securities Purchase Agreement, dated as of January 17, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
10.29			Form of Registration Rights Agreement, dated as of January 17, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
10.30			Form of Exchange Agreement, dated January 17, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
10.31			Second Amendment to Loan and Security Agreement, dated January 18, 2023, between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
10.32			Amendment to Promissory Note, dated January 17, 2023, between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
10.33			Securities Purchase Agreement, dated as of February 24, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2023).
10.34			Securities purchase agreement, dated as of March 28, 2023 with Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).
10.35			Securities purchase agreement, dated as of March 30, 2023 with Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).
10.36			Exchange Agreement, dated as of March 31, 2023, between the Company and Streeterville Capital, LLC. (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).



10.37			Form of Securities Purchase Agreement, dated as of September 29, 2023, between the Company and certain accredited investors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023).

21.1			Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 23, 2023)
23.1			Consent of GBQ Partners, LLC, Independent Registered Public Accounting Firm (filed with this Report).
31.1			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+			Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1			Compensation Recovery Policy of Energy Focus, Inc.
101+**			The following financial information from Energy Focus, Inc. Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements.
104**			Cover Page Interactive Data File (embedded within the Inline XBRL document).

*			Management contract or compensatory plan or arrangement.
**			Pursuant to Regulation S-T, this interactive data file is not deemed filed for purposes of Section 11 of the Securities Act, or Section 18 of the Exchange Act, or otherwise subject to the liabilities of these sections.
+			This exhibit will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
#			Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
##			Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.