Energy Focus, Inc. (“Energy Focus,” “we,” “our,” “us” or the “Company”) (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”)

Energy Focus, Inc. (“Energy Focus,” “we,” “our,” “us” or the “Company”) (NASDAQ:EFOI), a leader in sustainable and human-centric lighting (“HCL”) technologies, and developer of a range of UV-C disinfection products, today announced that it has entered into definitive securities purchase agreements with certain institutional investors for the issuance and sale of an aggregate of 1,278,413 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 1,278,413 shares of common stock, in combinations of one share (or one pre-funded warrant) and one warrant for a combined purchase price of $3.52, 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 $3.52 (as adjusted from time to time in accordance with the terms thereof) and will expire five years from the initial exercise date. The closing of the private placement is expected to occur on or about December 16, 2021, 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 $4.5 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 an outstanding promissory note.

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 pre-funded warrants and the warrants no later than 15 days after the date hereof 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 60 days after the date hereof.

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.