LSCG Lighting Science Group Corporation (CE)

INFORMATION STATEMENT

PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Lighting Science Group Corporation, a Delaware corporation (the “ Company ”, “ we ” or “ us ”) is sending you this Information Statement solely for purposes of informing our stockholders of record as of the close of business on March 7, 2014 (the “ Record Date ”) in the manner required by Regulation 14C of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the Delaware General Corporation Law (the “ DGCL ”), of the actions taken by our board of directors at a duly convened meeting and our stockholders by written consent in lieu of a special meeting. No action is requested or required on your part.

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY WRITTEN CONSENT

On March 7, 2014, our board of directors adopted a resolution approving, and recommending that our stockholders as of the Record Date approve, an amendment to our Amended and Restated Certificate of Incorporation (the “ Charter ”) the effect of which is to increase the aggregate number of authorized shares of our capital stock from 500,000,000 to 1,000,000,000, which includes an increase in the aggregate number of authorized shares of our common stock, par value $0.001 per share (the “ Common Stock ”), from 475,000,000 to 975,000,000 (the “ Amendment ”). On March 7, 2014, stockholders holding approximately 77.7% of our Common Stock as of the Record Date executed a written consent approving the Amendment. The stockholders approving the Amendment were affiliates of Pegasus Capital Advisors, L.P. (“ Pegasus Capital ”).

Accordingly, all necessary corporate approvals in connection with the amendment to our Charter to effect the Amendment have been obtained. This Information Statement is furnished solely for the purpose of informing our stockholders, in the manner required under the Exchange Act and the DGCL, of this corporate action. Pursuant to Rule 14c-2 under the Exchange Act, the actions described herein will not be effective and the Amendment will not be filed with the Secretary of State for the State of Delaware, until 20 days after the date this definitive Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of our stockholders. Therefore, this Information Statement is being sent to you for informational purposes only.

Why am I receiving this Information Statement?

We are required under the Exchange Act and the DCGL to deliver a notice and Information Statement to our stockholders in order to inform them that our board of directors and our stockholders have approved the Amendment by an action without a meeting of our stockholders.

What action was taken?

Our board of directors adopted a resolution and stockholders holding approximately 77.7% of our Common Stock executed a written consent in lieu of a special meeting approving the Amendment attached as Appendix A to this Information Statement. The Amendment will increase the aggregate number of authorized shares of our capital stock from 500,000,000 to 1,000,000,000, which includes an increase in the aggregate number of authorized shares of Common Stock from 475,000,000 to 975,000,000.

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Why was this action taken?

Between September 11, 2013 and March 7, 2014, we issued an aggregate of 37,475 units of our securities (the “ Series J Securities ”) with each Series J Security consisting of (1) one share of our Series J Convertible Preferred Stock and (2) a warrant (the “ Series J Warrants ”) to purchase 2,650 shares of Common Stock at an exercise price of $0.001 per share of Common Stock. On February 19, 2014, we issued (1) warrants to purchase an aggregate of 10,000,000 shares of Common Stock to affiliates of Medley Capital Corporation as an inducement to enter into a Term Loan Agreement (the “ Term Loan Agreement ”) by and among the Company, as borrower, the lenders party thereto and Medley Capital Corporation, as administrative agent and (2) warrants to purchase an aggregate of 10,000,000 shares of Common Stock to affiliates of Pegasus Capital as compensation for the partial guaranty of the Term Loan Agreement provided by such affiliates of Pegasus Capital (collectively, the warrants referred to in (1) and (2) the “ Term Loan Warrants ”).

In addition, the Charter gives our board of directors the flexibility to issue additional shares of Common Stock and securities convertible or exchangeable for shares of Common Stock based on its judgment as to the best interests of the Company and our stockholders.

Currently, we are authorized to issue 500,000,000 shares of capital stock, including 475,000,000 shares of Common Stock. As of March 7, 2014, there were approximately 207,848,019 shares of Common Stock outstanding. Our outstanding shares of Series H Convertible Preferred Stock, Series I Convertible Preferred Stock and Series J Convertible Preferred Stock (collectively, the “ Preferred Shares ”) are currently convertible into an aggregate of 224,682,652 shares of Common Stock and we have issued options and warrants to purchase an aggregate of 185,582,990 shares of Common Stock.

The Series J Warrants, the Term Loan Warrants, the certificates of designation governing the Preferred Shares and certain of the options and warrants to purchase Common Stock we have issued require the Company to reserve a number of shares of Common Stock sufficient to permit the Company to issue shares of Common Stock to each holder thereof upon the exercise or conversion in full of such securities. The Series J Warrants and Term Loan Warrants are not exercisable until we amend our Charter to increase the number of authorized shares of Common Stock to a number sufficient to permit the Company to reserve shares of Common Stock for issuance upon the exercise or conversion in full of all of our outstanding securities that are convertible into or exercisable or exchangeable for shares of Common Stock. Pursuant to the Term Loan Agreement, we have agreed to effect such an amendment of our Charter on or before April 20, 2014.

Accordingly, the Amendment is being effected to (1) enable us to satisfy our obligations to issue shares of Common Stock upon the conversion or exercise of our outstanding Preferred Shares and warrants and options to purchase shares of Common Stock; (2) satisfy our obligation under the Term Loan Agreement; and (3) authorize additional shares of Common Stock for issuance in connection with subsequent financing activities, acquisitions or other corporate purposes, without the requirement of further action by the holders of our Common Stock.

How does the action affect my ownership interest?

The Amendment does not, by itself, affect your ownership interest in the Company. The additional shares of Common Stock authorized by the Amendment will have the same rights and privileges as our currently authorized, issued and outstanding shares of Common Stock. Our Common Stock does not contain any pre-emptive rights and our board of directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the holders of Common Stock, except as may be required by applicable law. To the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the equity ownership interest of our existing holders of Common Stock and, depending upon the price at which such shares of common stock are issued, could be significantly dilutive to the existing common stockholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of our outstanding shares of Common Stock.

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In addition, our board of directors is authorized to adopt resolutions in its discretion, and without any further action or vote by our common stockholders, to issue shares of preferred stock in series by filing a certificate pursuant to the DGCL to establish the number of shares included in any series of preferred stock, and to fix the designation, powers, preferences and rights of the shares of each series of preferred stock and any qualifications, limitations or restrictions of each series; in each case subject to the limitations prescribed by the DGCL, our Charter and our Amended and Restated Bylaws. If additional shares of preferred stock are issued, holders of those shares would be entitled to the number of votes, powers, preferences and rights determined by the certificate of designation establishing such series of preferred stock, and such shares of preferred stock may have a priority over your shares of Common Stock with respect to the payment of dividends, redemption payments and rights upon liquidation, dissolution or winding-up of the affairs of the Company.

Our board of directors has considered potential uses of the additional authorized shares of Common Stock, which may include the seeking of additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements, as consideration in connection with an acquisition or other strategic transaction or for other general corporate purposes. Increasing the authorized number of shares of the Common Stock will allow the Company to issue additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the holders of Common Stock and will facilitate the Company’s ability to raise capital when and as the board of directors determines that it is in the Company’s best interests and in the best interests of the stockholders of the Company.

How does the action affect my voting interest?

The Amendment does not, by itself, affect your voting interest in the Company. Nevertheless, the issuance of additional shares of Common Stock would reduce your voting interest. In addition, if we issue additional shares of preferred stock, holders of those shares would be entitled to the number of votes determined by the certificate of designation that establishes that series of preferred stock and such shares of preferred stock may be entitled to more than one vote for each share of preferred stock. Therefore, any subsequent issuance of preferred stock may also disproportionately affect the voting power of the holders of Common Stock.

What are the voting rights of the authorized shares of stock?

As of the Record Date, there were 207,848,019 shares of Common Stock and 213,449 Preferred Shares issued and outstanding. Holders of Common Stock are entitled to one vote per share of Common Stock. Except with respect to certain specified actions, holders of Preferred Shares generally do not have a right to vote on any matter other than those prescribed by Delaware law and amendments or changes to the rights of the Preferred Shares that would disproportionately and adversely affect such holders.

What are some of the risks associated with effecting the Amendment?

The Amendment could have an anti-takeover effect because additional shares of Common Stock could be issued (within the limits imposed by applicable law) in one or more transactions that could make it more difficult to effect a change in control or takeover of the Company. Our board of directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this action to amend our Charter was not taken with the intent that it be utilized as a type of anti-takeover device.

In addition, to the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the equity ownership interest of our existing holders of Common Stock and, depending upon the price at which such shares of common stock are issued, could be significantly dilutive to the existing common stockholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of our outstanding shares of Common Stock.

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What consent was required in order to amend our Charter?

The action to amend our Charter required the approval of our board of directors and the holders of a majority of the outstanding shares of Common Stock.

What Board approval was obtained for the action?

The action was approved unanimously by our board of directors.

Why was there no stockholders’ meeting?

Under the DGCL, our Charter and our Amended and Restated Bylaws, the changes to our Charter implemented by the Amendment may be effected without a meeting of our common stockholders. The Amendment was approved by our board of directors and holders of a majority of Common Stock, so no stockholders’ meeting was required.

How many shares consented to the action?

As of the Record Date, we obtained the approval of holders of 161,401,790 shares of Common Stock representing approximately 77.7% of our issued and outstanding Common Stock. Affiliates of Pegasus Capital own all of the shares of Common Stock that approved the Amendment.

Is it necessary for me to do anything to approve the actions?

No. No other votes are necessary or required. Pursuant to Rule 14c-2 under the Exchange Act, the actions described herein will not be effective and we will not file the Amendment with the Secretary of State for the State of Delaware until 20 days after the date this Definitive Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to our common stockholders. We anticipate that the actions contemplated herein will be effected on or about the close of business on March 21, 2014.

Am I entitled to dissenter’s rights?

No. The Delaware General Corporation Law does not provide for dissenter’s rights for this amendment of our Charter.

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