UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 1226, 2025

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36583

94-3021850

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)


32000 Aurora Road Suite B	Solon,	OH	44139
(Address of principal executive offices)			(Zip Code)

(440) 715-1300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201. ~~Results~~ ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On November 1226, 2025, Energy Focus, Inc. (the “Company”) entered into a ~~Delaware~~securities ~~corporation, issued~~purchase anagreement ~~earnings~~(the ~~release~~“Purchase ~~announcing~~Agreement”) with each of its ~~financial~~Chief ~~results~~Executive ~~for~~Officer ~~the~~and ~~three~~Chief Financial Officer, Mr. Chiao Chieh (Jay) Huang and ~~nine~~MAN-BO ~~months~~HOTEL ~~ended~~CO. ~~September 30~~LTD, ~~2025~~an affiliate entity, (each, a ~~copy~~“Purchasers”, ofcollectively, the “Purchasers”), respectively, pursuant to which isthe ~~attached~~Company ~~hereto~~agreed asto ~~Exhibit~~issue 99and sell in a private placement (the “Private Placement”) 262,009 shares of the Company’s common stock, par value $0.10001 per share (the “Common Stock”) to each, and isin ~~incorporated~~aggregate, ~~herein~~524,018 byshares ~~reference~~of Common Stock (the “Shares”) for a purchase price per share of $2.29, the closing price of the Common Stock on the day immediately preceding the date of the Purchase Agreement, totaling $1,200,000.

~~This~~The ~~information,~~foregoing ~~including~~description ~~Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Purchase ~~Exchange~~Agreement ~~Act~~is ofqualified ~~1934,~~in asits ~~amended~~entirety ~~(the~~by ~~“Exchange~~reference ~~Act”), or otherwise subject~~ to ~~the~~such ~~liabilities~~Purchase ~~of that section~~Agreements, ~~and~~a ~~will~~form ~~not~~copy beof ~~incorporated~~which byis ~~reference into any registration statement or other document~~ filed ~~under~~with ~~the~~this ~~Securities~~Current ~~Act~~Report ofon ~~1933,~~Form 8-K as ~~amended,~~Exhibit or10.1 ~~the Exchange Act, whether made before or after the date hereof~~ and ~~regardless~~is ofincorporated ~~any~~herein ~~general incorporation language in such filings, except to the extent expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 93.~~01 Financial~~02. ~~Statements~~Unregistered ~~and~~Sales ~~Exhibits.~~of Equity Securities

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02.

The issuance and sale of the Shares pursuant to the Purchase Agreement is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and was made pursuant to certain exemptions from registration, including Section 4(a)(2) of the Securities Act, in reliance on the representations and covenants of the Purchasers under the Purchase Agreements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
Exhibit
99.1			Earnings Release Dated November 12, 2025
Number			Description
10.1			Form of Securities Purchase Agreement, dated as of November 26, 2025, between the Company and the Purchasers
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: December 2, 2025


	ENERGY FOCUS, INC.


	By:	/s/ Chiao Chieh (Jay) Huang
	Name:	Chiao Chieh (Jay) Huang
	Title:	Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

Dated: November 12, 2025
	ENERGY FOCUS, INC.
	By:	/s/ Chiao Chieh Jay Huang
	Name:	Chiao Chieh Jay Huang
	Title:	Chief Executive Officer

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