1 unchanged sentence
Evaluation of disclosure controls and procedures
−Removed: We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
+Added: We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Exchange Act, our management must evaluate, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of December 31, 2021, the end of the period covered by this report.
−Removed: Management, with the participation of our current Chief Executive Officer and Chief Financial Officer, did evaluate the effectiveness of our disclosure controls and procedures as of the end of period covered by this report.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.
+Added: Management, with the participation of our current Interim Chief Executive Officer and Chief Financial Officer, did evaluate the effectiveness of our disclosure controls and procedures as of the end of period covered by this report.
+Added: Based on this evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2021.
Management’s report on internal controls over financial reporting
15 unchanged sentences
OTHER INFORMATION
−Removed: ITEMS 10 to 14 (inclusive)
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
+Added: EXECUTIVE COMPENSATION.
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
+Added: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Except as set forth in Part I, the information required by Items 10, 11, 12, 13 and 14 will appear in the definitive Energy Focus, Inc.
51 unchanged sentences
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).
−Removed: Form of Amendment to Common Stock Purchase Warrant (filed with this Annual Report).
+Added: Form of Amendment to Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2021).
+Added: Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
2013 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF14A filed on August 16, 2013).
7 unchanged sentences
Form of Notice of Stock Option Grant for 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 13, 2013).
−Removed: Lease agreement by and between Aurora Development Center LLC and Energy Focus, Inc.
−Removed: dated April 19, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2016).
Agreement dated February 21, 2019 entered into by Energy Focus, Inc.
23 unchanged sentences
2020 Stock Incentive Plan - Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).
+Added: First Amendment to Loan and Security Agreement, dates as of April 20, 2021 by and between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 21, 2021).
+Added: Note Purchase Agreement, dated as of April 27, 2021 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 28, 2021).
+Added: Promissory Note Agreement, dated as of April 27, 2021 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 in the Registrant’s Current Report on Form 8-K filed on April 28, 2021).
+Added: Form of Securities Purchase Agreement, dated as of December 13, 2021, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 in the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
+Added: Registration Rights Agreement, dated as of December 13, 2021, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 15, 2021).
+Added: Separation Agreement and Release, dated as of February 11, 2022, between the Company and James Tu (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 17, 2022).
Subsidiaries of the Registrant (filed with this Report).
Consent of GBQ Partners, LLC, Independent Registered Public Accounting Firm (filed with this Report).
−Removed: Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101+** The following financial information from Energy Focus, Inc.
−Removed: Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (eXtensible Business Reporting Language):
+Added: Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) the Notes to Consolidated Financial Statements.
5 unchanged sentences
# Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
+Added: ## Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
FORM 10-K SUMMARY
2 unchanged sentences
March 17, 2022
−Removed: Executive Chairman and Chief Executive Officer
+Added: /s/ Stephen Socolof
+Added: Stephen Socolof
+Added: Interim Chief Executive Officer and Director
(Principal Executive Officer)
2 unchanged sentences
March 17, 2022
−Removed: /s/ James Tu Executive Chairman and Chief Executive Officer
−Removed: James Tu (Principal Executive Officer)
+Added: /s/ Stephen Socolof Director and Interim Chief Executive Officer
+Added: Stephen Socolof (Principal Executive Officer)
March 17, 2022
−Removed: /s/ Tod Nestor President and Chief Financial Officer
+Added: /s/ Tod Nestor Chief Operating Officer and Chief Financial Officer
Tod Nestor (Principal Financial and Accounting Officer )
6 unchanged sentences
March 17, 2022
−Removed: /s/ Geraldine F.
−Removed: McManus Director
−Removed: March 25, 2021
/s/ Philip Politziner
1 unchanged sentence
March 17, 2022
−Removed: /s/ Stephen Socolof
−Removed: Stephen Socolof Director
+Added: Lagarto Director
+Added: March 17, 2022
+Added: /s/ Jeffery R.
+Added: Parker Director
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.