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): May 1229, 2026

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 May 1229, 2026, Energy Focus, Inc., a Delaware corporation, ~~issued~~(the an“Company”) ~~earning~~entered ~~release~~into ~~announcing~~a ~~its~~securities ~~financial~~purchase ~~results~~agreement ~~for~~ (the ~~three~~“Purchase ~~months~~Agreement”) ~~ended~~with ~~March 31~~Euka Power Japan Co., ~~2026~~Ltd. (the “Purchaser”), pursuant to which the Company agreed to issue and sell in a ~~copy~~private placement (the “Private Placement”) an aggregate of ~~which~~65,789 isshares ~~attached~~(the ~~hereto~~“Shares”) asof ~~Exhibit~~the 99Company’s common stock, par value $0.10001 ~~and~~per isshare ~~incorporated~~(the ~~herein~~“Common byStock”), ~~reference~~for a purchase price per share of $3.80, the closing price of the Common Stock on the day immediately preceding the date of the Purchase Agreement, totaling $250,000.

~~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~~Agreement, ~~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 Purchaser under the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number			Description
99.1			Press Release Dated May 12, 2026
10.1			Form of Securities Purchase Agreement, dated as of May 29, 2026, between the Company and the Purchaser
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: June 3, 2026


	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: May 12, 2026
	ENERGY FOCUS, INC.
	By:	/s/ Chiao Chieh (Jay) Huang
	Name:	Chiao Chieh (Jay) Huang
	Title:	Chief Executive Officer

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