What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-25 · 35 added, 61 removed, 136 unchanged (41% of the section changed)

1 unchanged sentence

Evaluation of disclosure controls and procedures

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, 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, the effectiveness of our disclosure controls and procedures, as of December 31, 2024, the end of the period covered by this report.

Management, with the participation of our current Chief Executive Officer, did evaluate the effectiveness of our disclosure controls and procedures as of the end of period covered by this report.

Based on this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024.

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under 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 Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer, who also serves as our Principal 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 Principal Financial Officer, the effectiveness of our disclosure controls and procedures, as of December 31, 2025, the end of the period covered by this report.

Management, with the participation of our current Chief Executive Officer and Principal Financial Officer, did evaluate the effectiveness of our disclosure controls and procedures as of the end of period covered by this report.

Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s report on internal controls over financial reporting

1 unchanged sentence

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2024 based upon criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

Under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2025 based upon criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls;

6 unchanged sentences

Changes in internal control over financial reporting

For the fiscal year ended December 31, 2024, 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.

For the fourth quarter of the fiscal year ended December 31, 2025, 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.

ENERGY FOCUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents ENERGY FOCUS, INC.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

2 unchanged sentences

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

A copy of the Company’s insider trading policy is incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025.

EXECUTIVE COMPENSATION.

18 unchanged sentences

Allowance for credit losses $ 15 18 — $ 33

$ 20 ( 5 ) — $ 15

Inventory reserves 347 381 137 591

2 unchanged sentences

Allowance for credit losses $ 20 ( 5 ) — $ 15

$ 26 6 12 $ 20

Inventory reserves 89 347 89 347

Valuation allowance for deferred tax assets 22,627 — 621 22,006

ENERGY FOCUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents ENERGY FOCUS, INC.

EXHIBIT INDEX

28 unchanged sentences

(incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2020).

Form of Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).

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).

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).

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).

2 unchanged sentences

Executive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 19, 2019).

Form of Securities Purchase Agreement, dated as of January 9, 2020, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on January 13, 2020).

Loan and Security Agreement, dated as of August 11, 2020, by and between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 13, 2020).

Energy Focus, Inc.

1 unchanged sentence

Energy Focus, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Energy Focus, Inc.

2020 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020).

5 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).

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).

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).

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).

Note Purchase Agreement, dated as of April 21, 2022 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 25, 2022).

Promissory Note, dated as of April 21, 2022 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 25, 2022).

Securities Purchase Agreement, dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).

Registration Rights Agreement dated as of June 3, 2022 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).

Table of Contents ENERGY FOCUS, INC.

Amended and Restated Energy Focus, Inc.

1 unchanged sentence

Chief Executive Officer Offer Letter dated August 6, 2023 between Chiao Chieh (Jay) Huang and Energy Focus, Inc.

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).

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).

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).

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).

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).

Securities Purchase Agreement, dated as of January 5, 2023, 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 January 11, 2023).

Securities Purchase Agreement, dated as of January 5, 2023, between the Company and Mei Yun Huang (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 11, 2023).

Form of Securities Purchase Agreement, dated as of January 17, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Form of Registration Rights Agreement, dated as of January 17, 2023, 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 January 23, 2023).

Form of Exchange Agreement, dated January 17, 2023, between the Company and Mei Yun (Gina) Huang (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

Second Amendment to Loan and Security Agreement, dated January 18, 2023, between the Company and Crossroads Financial Group, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023).

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).

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).

ENERGY FOCUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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).

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).

Exchange Agreement, dated as of March 31, 2023, between the Company and Streeterville Capital, LLC.

(incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023).

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).

Payoff Letter and Exchange Agreement, dated as of January 18, 2024, between the Company and Streeterville Capital, LLC.

Securities purchase agreement, dated as of March 28, 2024 by and between the Company and Certain Investors.

Securities Purchase Agreement, dated as of June 21, 2024 by and between the Company and Certain Investors.

Second Amendment to Lease Agreement, dated as of January 31, 2024.

Insider Trading Policy of Energy Focus, Inc.

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)

Payoff Letter and Exchange Agreement, dated as of January 18, 2024, between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025).

Securities purchase agreement, dated as of March 28, 2024 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025).

Securities Purchase Agreement, dated as of June 21, 2024 by and between the Company and Certain Investors (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025).

Second Amendment to Lease Agreement, dated as of January 31, 2024 (incorporated by reference to Exhibit 10.

to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025).

Third Amendment to Lease Agreement, dated as of October 3, 2025.

Securities Purchase Agreement, dated as of March 27, 2025, between the Company and the Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 31, 2025).

Securities Purchase Agreement, dated as of June 19, 2025, between the Company and the Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 23, 2025).

Securities Purchase Agreement, dated as of August 15, 2025, between the Company and the Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 19, 2025).

Securities Purchase Agreement, dated as of November 26, 2025, between the Company and the Purchaser (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2025).

Insider Trading Policy of Energy Focus, Inc (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on March 25, 2025).

Consent of GBQ Partners, LLC, Independent Registered Public Accounting Firm (filed with this Report).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13 unchanged sentences

FORM 10-K SUMMARY

ENERGY FOCUS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents ENERGY FOCUS, INC.

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.

4 unchanged sentences

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

(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

Chiao Chieh (Jay) Huang Director, President, and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Chiao Chieh (Jay) Huang Director and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

March 24, 2026

/s/ Kin-Fu Chen

Kin-Fu Chen Chairman of the Board

March 24, 2026

/s/ Wen-Jeng Chang

1 unchanged sentence

March 24, 2026

/s/ Mei Yun (Gina) Huang

Mei Yun (Gina) Huang Director

/s/ Wen-Cheng Chen

Wen-Cheng Chen

March 24, 2026

/s/ Kin-Fu Chen

Kin-Fu Chen Chairman of the Board

/s/ Chao-Jen Huang

Chao-Jen Huang Director

March 24, 2026

2 unchanged sentences

March 24, 2026

/s/ Wen-Cheng Chen

Wen-Cheng Chen

/s/ Sophia Ann Shee

Sophia Ann Shee 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.

What changed 10-K

Item 9A. Controls and Procedures