Energy Focus, Inc. (NASDAQ:EFOI), a leader in sustainable, energy-efficient lighting and controls systems and ultraviolet-c light disinfection products for the commercial, military maritime and consumer markets, 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 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.