EFOI - Energy Focus Announces 1-for-7 Reverse Stock Split
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Energy Focus, Inc.(Nasdaq: EFOI), a leader in sustainable, energy-efficient lighting andcontrol systems products for the commercial, military maritime andconsumer markets, today announced that the Company will effect a1-for-7 reverse stock split of its common stock after the close oftrading on The Nasdaq Capital Market on June 16, 2023. The Company’scommon stock is expected to begin trading on a split-adjusted basis onThe Nasdaq Capital Market at the market open on June 20, 2023.
The reverse stock splitis intended to increase the per share trading price of the Company’scommon stock to satisfy the $1.00 minimum bid price requirement forcontinued listing on The Nasdaq Capital Market. Energy Focuspreviously received a notice of delisting related to itsnon-compliance with Nasdaq continued listing requirements, includingthe minimum $1.00 bid price requirement and the minimum $2.5 millionstockholders’ equity requirement. On May 1, 2023, the NasdaqHearings Panel granted the Company’s request to continue theCompany’s listing on The Nasdaq Capital Market, subject to theconditions that: (1) on or before May 15, 2023, the Company files withthe SEC its quarterly report for the three months ended March 31, 2023demonstrating compliance with the minimum $2.5 million stockholdersequity requirement as of March 31, 2023 and (2) on or before July 7,2023, the Company shall demonstrate compliance with the minimum $1.00bid price requirement.
The reverse stock split was approved by the Company'sstockholders at the Company’s Annual Meeting of Stockholders held onJune 15, 2023 to be affected at the Board’s discretion withinapproved parameters. The specific ratio was subsequently approved bythe Company's Board on June 15, 2023. As a result of the reversestock split, every seven pre-split shares of common stock outstandingwill become one share of common stock. The reverse stock split reducesthe number of shares of the Company’s outstanding common stock fromapproximately 19.2 million shares to approximately 2.7 million shares,subject to adjustment due to the payment of cash in lieu of fractionalshares. The reverse stock split also applies to common stock issuableupon the exercise of the Company’s outstanding warrants and stockoptions.
Nofractional shares will be issued in connection with the reverse stocksplit. Stockholders who otherwise would be entitled to receivefractional shares will receive a cash payment in lieu of suchfractional shares. Stockholders of record will be receivinginformation from Broadridge Corporate Issuer Solutions, Inc., theCompany’s transfer agent, regarding their stock ownershippost-split. All other questions can be directed to BroadridgeCorporate Issuer Solutions, Inc. at 1-877-830-4936.
Additional informationabout the reverse stock split will be available in the Company’sCurrent Report on Form 8-K, which it expects to file with theSecurities and Exchange Commission (SEC) on or about June 22, 2023. Acopy of the report will be also available in the Investor Relationssection of the Company’s website at www.energyfocus.com .
The trading symbol forthe Company’s common stock will remain “EFOI.” The new CUSIPnumber for the Company’s common stock following the reverse stocksplit will be 29268T508.
There can be no assurance that the Company will be able tomaintain compliance with the minimum stockholders’ equityrequirement or regain compliance with the minimum $1.00 bid pricerequirement or maintain compliance with other Nasdaq listingrequirements. If the Company fails to regain compliance withNasdaq’s continued listing standards in accordance with the HearingPanel’s conditions, the Company’s common stock will be subject todelisting from The Nasdaq Capital Market.
Energy Focus is an industry-leading innovatorof sustainable light-emitting diode (“LED”) lighting and lightingcontrol technologies and solutions. As the creator of the firstflicker-free LED lamps, Energy Focus develops high quality LEDlighting products and controls that provide extensive energy andmaintenance savings, as well as aesthetics, safety, health andsustainability benefits over conventional lighting. In 2023, EFOIannounced plans to add high efficiency GaN (gallium nitride) powersupply products to its product portfolio. Energy Focus isheadquartered in Solon, Ohio. For more information, visit our websiteat energyfocus.com.
Forward-LookingStatements:
Forward-looking statements in this release aremade pursuant to the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. These statements can generally beidentified by the use of forward-looking terminology, including theterms “believes,” “estimates,” “anticipates,”“expects,” “feels,” “seeks,” “forecasts,”“projects,” “intends,” “plans,” “may,” “will,”“should,” “could” or “would” or, in each case, theirnegative or other variations or comparable terminology. Theseforward-looking statements include all matters that are not historicalfacts and include statements regarding our intentions, beliefs orcurrent expectations concerning, among other things, our results ofoperations, financial condition, liquidity, prospects, growth,strategies, capital expenditures, and the industry in which weoperate. By their nature, forward-looking statements involve risks anduncertainties because they relate to events and depend oncircumstances that may or may not occur in the future. Although webase these forward-looking statements on assumptions that we believeare reasonable when made in light of the information currentlyavailable to us, we caution you that forward-looking statements arenot guarantees of future performance and that our actual results ofoperations, financial condition and liquidity, and industrydevelopments may differ materially from statements made in orsuggested by the forward-looking statements contained in this release.We believe that important factors that could cause our actual resultsto differ materially from forward-looking statements include, but arenot limited to: whether we will meet the stockholders’ equityrequirement, market value of listed securities or the bid pricerequirement during any compliance period or otherwise in the future,or otherwise will meet Nasdaq compliance standards; whether Nasdaqwill grant us any relief from delisting as necessary or whether we canagree to or ultimately meet applicable Nasdaq requirements for anysuch relief; our need for and ability to obtain additional financingin the near term, on acceptable terms or at all, to continue ouroperations; our ability to refinance or extend maturing debt onacceptable terms or at all; our ability to continue as a going concernfor a reasonable period of time. For additional factors that couldcause our actual results to differ materially from the forward-lookingstatements, please refer to our most recent annual report on Form 10-Kand quarterly reports on Form 10-Q filed with the Securities andExchange Commission. Except as required by law, we do not undertakeany obligation to publicly update or review any forward-lookingstatement, whether as a result of new information, future developmentsor otherwise.
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