Item 1.01. Entry into a Material Definitive Agreement.

On January 5, 2023, Energy Focus, Inc. (the "Company") entered into a securities purchase agreement (the "January 5 Purchase Agreement") with Mei-Yun (Gina) Huang, a member of the Company's board of directors (the "Purchaser"), pursuant to which the Company agreed to issue and sell, in a private placement (the "January 5 Private Placement") 257,798 shares (the "January 5 Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") for a purchase price of $0.3879 per share. On January 10, 2023, the Company entered into a securities purchase agreement (collectively with the January 5 Purchase Agreement, the "Purchase Agreements") with the Purchaser, pursuant to which the Company agreed to issue and sell, in a private placement (collectively with the January 5 Private Placement, the "Private Placements") 325,803 shares (collectively with the January 5 Shares, the "Shares") of the Company's Common Stock for a purchase price of $0.4604 per share.

Aggregate gross proceeds to the Company in respect of the Private Placements are $250 thousand, before deducting estimated offering expenses payable by the Company. Each of the Private Placements was priced at fair market value under the rules of The Nasdaq Stock Market. The issuance and sale of the Shares pursuant to the Purchase Agreements are not being registered under the Securities Act of 1933, as amended (the "Securities Act"), and were made pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

The foregoing description of the Purchase Agreements is not complete and is qualified in its entirety by references to the full text of the Purchase Agreements, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

Please see the disclosures in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.

Exhibit
Number         Description

                 Securities Purchase Agreement, dated as of     January 5, 2023    , between
10.1           the Company and     Mei     Yun     Huang
                 Securities Purchase Agreement, dated as of January 10, 2023, between the
10.2           Company and Mei Yun Huang
104            Cover Page Interactive Data File (embedded within the Inline XBRL document)

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