4//SEC Filing
Tu James 4
Accession 0001144204-19-018014
CIK 0000924168other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 4:28 PM ET
Size
24.6 KB
Accession
0001144204-19-018014
Insider Transaction Report
Form 4
Huang Gina
10% Owner
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Cheng Yeh Mei-Hui
Other
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
5 Elements Energy Efficiency Ltd.
10% Owner
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Cleantech Global Ltd
Other
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Tu James
Director
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Jag International Co Ltd.
10% Owner
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Luo Jiangang
Director
Transactions
- Purchase
Convertible Notes due 2021
2019-03-29(indirect: See Footnote)→ Series A Convertible Preferred Stock
Footnotes (3)
- [F1]On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")
- [F2](cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,
- [F3](cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.
Documents
Issuer
ENERGY FOCUS, INC/DE
CIK 0000924168
Entity typeother
Related Parties
1- filerCIK 0001564957
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 4:28 PM ET
- Size
- 24.6 KB