17 unchanged sentences
Changes in internal control over financial reporting
−Removed: During the quarter ended December 31, 2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: For the fiscal year ended December 31, 2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm
4 unchanged sentences
Not applicable.
+Added: ENERGY FOCUS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
4 unchanged sentences
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.
−Removed: Proxy Statement for the Annual Meeting of Stockholders to be held on or about June 15, 2023, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934).
+Added: Proxy Statement for the Annual Meeting of Shareholders to be held on or about June 15, 2024, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934).
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
22 unchanged sentences
(incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed May 1, 2006).
+Added: ENERGY FOCUS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Certificate of Amendment to the Certificate of Incorporation of Energy Focus, Inc.
17 unchanged sentences
Certificate of Amendment of Certificate of Incorporation, dated June 11, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2020).
+Added: Certificate of Amendment of Certificate of Incorporation, dated June 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 22, 2023).
Bylaws of Energy Focus, Inc.
9 unchanged sentences
Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 6, 2022).
−Removed: 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).
−Removed: 2008 Incentive Stock Plan, as amended (incorporated by reference from Appendix B to the Registrant’s Preliminary Proxy Statement on Form PRER14A filed on June 8, 2012).
−Removed: 2014 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2018).
−Removed: Form of Nonqualified Stock Option Grant Agreement to Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).
−Removed: Form of Nonqualified Stock Option Grant Agreement to Employees (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).
−Removed: Form of Restricted Stock Unit Grant Agreement to Employees (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).
−Removed: Form of Restricted Stock Unit Grant Agreement to Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2018).
−Removed: Form of Incentive Stock Option Grant Agreement to Employees (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 16, 2014).
−Removed: 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).
Energy Focus, Inc.
11 unchanged sentences
ENERGY FOCUS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Energy Focus, Inc.
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).
12 unchanged sentences
Promissory Note, dated as of September 16, 2022, by and between the Company and Mei-Yun Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2022).
−Removed: Promissory Note, dated as of October 27, 2022, by and between the Company and Jay Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
−Removed: Promissory Note, dated as of November 4, 2022, by and between the Company and Jay Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
+Added: Promissory Note, dated as of October 27, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
+Added: Promissory Note, dated as of November 4, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
Promissory Note, dated as of November 9, 2022, by and between the Company and Mei-Yun Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2022).
−Removed: Promissory Note, dated as of December 6, 2022, by and between the Company and Jay Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 9, 2022).
−Removed: Promissory Note, dated as of December 21, 2022, by and between the Company and Jay Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2022).
+Added: Promissory Note, dated as of December 6, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 9, 2022).
+Added: Promissory Note, dated as of December 21, 2022, by and between the Company and Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2022).
Promissory Note, dated as of December 30, 2022, by and between the Company and Tingyu Lin (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 6, 2023).
6 unchanged sentences
Amendment to Promissory Note, dated January 17, 2023, between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).
−Removed: Subsidiaries of the Registrant (filed with this Report).
+Added: Securities Purchase Agreement, dated as of February 24, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 28, 2023).
+Added: Securities purchase agreement, dated as of March 28, 2023 with Chiao Chieh (Jay) Huang (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).
+Added: Securities purchase agreement, dated as of March 30, 2023 with Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).
+Added: Exchange Agreement, dated as of March 31, 2023, between the Company and Streeterville Capital, LLC.
+Added: (incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).
+Added: ENERGY FOCUS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: Form of Securities Purchase Agreement, dated as of September 29, 2023, between the Company and certain accredited investors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 5, 2023).
+Added: Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 23, 2023)
Consent of GBQ Partners, LLC, Independent Registered Public Accounting Firm (filed with this Report).
1 unchanged sentence
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Compensation Recovery Policy of Energy Focus, Inc.
101+** The following financial information from Energy Focus, Inc.
10 unchanged sentences
FORM 10-K SUMMARY
+Added: ENERGY FOCUS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
1 unchanged sentence
March 22, 2024
−Removed: /s/ Lesley A.
+Added: /s/ Chiao Chieh (Jay) Huang
+Added: Chiao Chieh (Jay) Huang
Chief Executive Officer
−Removed: (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
+Added: (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the date indicated:
2 unchanged sentences
/s/ Chiao Chieh (Jay) Huang
−Removed: Chiao Chieh (Jay) Huang Director and Chairman of the Board
+Added: Chiao Chieh (Jay) Huang Director, President, and Chief Executive Officer (Principal Executive Officer)
March 22, 2024
2 unchanged sentences
March 22, 2024
−Removed: /s/ Jennifer Y.
−Removed: Cheng Director
−Removed: March 23, 2023
−Removed: /s/ Gina Huang (Mei Yun Huang)
−Removed: Gina Huang (Mei Yun Huang) Director
−Removed: March 23, 2023
−Removed: “Kaj” den Daas
−Removed: “Kaj” den Daas Director
+Added: /s/ Mei Yun (Gina) Huang
+Added: Mei Yun (Gina) Huang Director
March 22, 2024
−Removed: Lagarto Director
+Added: /s/ Kin-Fu Chen
+Added: Kin-Fu Chen Chairman of the Board
March 22, 2024
−Removed: /s/ Jeffery R.
−Removed: Parker Director
+Added: /s/ Shou-Jang Lee
+Added: Shou-Jang Lee Director
March 22, 2024
−Removed: /s/ Stephen Socolof
−Removed: Stephen Socolof Director and Lead Independent Director
+Added: /s/ Jason Tien-Chia Tsai
+Added: Jason Tien-Chia Tsai 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.