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Energy Focus Announces 1-for-7 Reverse Stock Split

EFOI | June 15, 2023

(NewsDirect)

Energy Focus, Inc. (Nasdaq: EFOI), a leader in sustainable, energy-efficient lighting and control systems products for the commercial, military maritime and consumer markets, today announced that the Company will effect a 1-for-7 reverse stock split of its common stock after the close of trading on The Nasdaq Capital Market on June 16, 2023. The Company’s common stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on June 20, 2023.

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. Energy Focus previously received a notice of delisting related to its non-compliance with Nasdaq continued listing requirements, including the minimum $1.00 bid price requirement and the minimum $2.5 million stockholders’ equity requirement. On May 1, 2023, the Nasdaq Hearings Panel granted the Company’s request to continue the Company’s listing on The Nasdaq Capital Market, subject to the conditions that: (1) on or before May 15, 2023, the Company files with the SEC its quarterly report for the three months ended March 31, 2023 demonstrating compliance with the minimum $2.5 million stockholders equity requirement as of March 31, 2023 and (2) on or before July 7, 2023, the Company shall demonstrate compliance with the minimum $1.00 bid price requirement.

The reverse stock split was approved by the Company's stockholders at the Company’s Annual Meeting of Stockholders held on June 15, 2023 to be affected at the Board’s discretion within approved parameters. The specific ratio was subsequently approved by the Company's Board on June 15, 2023. As a result of the reverse stock split, every seven pre-split shares of common stock outstanding will become one share of common stock. The reverse stock split reduces the number of shares of the Company’s outstanding common stock from approximately 19.2 million shares to approximately 2.7 million shares, subject to adjustment due to the payment of cash in lieu of fractional shares. The reverse stock split also applies to common stock issuable upon the exercise of the Company’s outstanding warrants and stock options.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares. Stockholders of record will be receiving information from Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, regarding their stock ownership post-split. All other questions can be directed to Broadridge Corporate Issuer Solutions, Inc. at 1-877-830-4936.

Additional information about the reverse stock split will be available in the Company’s Current Report on Form 8-K, which it expects to file with the Securities and Exchange Commission (SEC) on or about June 22, 2023. A copy of the report will be also available in the Investor Relations section of the Company’s website at www.energyfocus.com.

The trading symbol for the Company’s common stock will remain “EFOI.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 29268T508.

There can be no assurance that the Company will be able to maintain compliance with the minimum stockholders’ equity requirement or regain compliance with the minimum $1.00 bid price requirement or maintain compliance with other Nasdaq listing requirements. If the Company fails to regain compliance with Nasdaq’s continued listing standards in accordance with the Hearing Panel’s conditions, the Company’s common stock will be subject to delisting from The Nasdaq Capital Market.

About Energy Focus

Energy Focus is an industry-leading innovator of sustainable light-emitting diode (“LED”) lighting and lighting control 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. In 2023, EFOI announced plans to add high efficiency GaN (gallium nitride) power supply products to its product portfolio. Energy Focus is headquartered in Solon, Ohio. For more information, visit our website at 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: whether we will meet the stockholders’ equity requirement, market value of listed securities or the bid price requirement during any compliance period or otherwise in the future, or otherwise will meet Nasdaq compliance standards; whether Nasdaq will grant us any relief from delisting as necessary or whether we can agree to or ultimately meet applicable Nasdaq requirements for any such relief; our need for and ability to obtain additional financing in the near term, on acceptable terms or at all, to continue our operations; our ability to refinance or extend maturing debt on acceptable terms or at all; our ability to continue as a going concern for a reasonable period of time. 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. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.