EFOI Energy Focus Inc

(1) Includes 796,770 shares of the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) held directly by Brilliant Start Enterprise, Inc., which is convertible on a one-for-one basis into the Issuer’s Common Stock, par value $0.0001 per share (“Common Stock”).

(1) Includes 796,770 shares of Series A Preferred Stock held directly by Brilliant Start Enterprise, Inc., which is convertible on a one-for-one basis into Common Stock.

(1) Includes 924,253 shares of Series A Preferred Stock held directly by Fusion Park LLC., which is convertible on a one-for-one basis into Common Stock.

(1) Consists of 924,253 shares of Series A Preferred Stock held directly by Fusion Park LLC., which is convertible on a one-for-one basis into Common Stock.

Explanatory Note:

This Amendment No. 3 (this “Amendment”) to the Schedule 13D relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Energy Focus, Inc. (the “Issuer”), a Delaware corporation, filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on November 30, 2018 (the “Initial 13D”) and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on February 26, 2019 and Amendment No. 2 to the Initial 13D filed on April 3, 2019 (as amended, the “Schedule 13D”), amends and supplements certain of the items of the Schedule 13D as set forth herein.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

With respect to the voting and dispositive power of each of the reporting entities:

The purpose of this Amendment is to:

As they may no longer be considered as members of the Rule 13d-5(b) Group that may have existed among the Reporting Persons, this Amendment constitutes an exit filing for the following Reporting Persons:

Item 2 is hereby supplemented by the addition of the following:

On January 24, 2020, Gina Huang was appointed as a member of the board of directors of the Issuer.

Fusion Park is a Nevada limited liability company. Its principal business is investing in the Issuer. The address of its principal office is 1 Bridge Plaza North, #275, Fort Lee, NJ 07024.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 is hereby supplemented by the addition of the following:

Conversion of Notes

On March 29, 2019, the Issuer entered into a note purchase agreement (the “Note Purchase Agreement”) with certain investors, including Fusion Park (of which James Tu is the sole member) and Brilliant Start (which is controlled by Gina Huang), for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes. Pursuant to the Note Purchase Agreement, Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively, in principal amount of the subordinated convertible promissory notes. The subordinated convertible promissory notes were amended on May 29, 2019 (as amended, the “Notes”).

Pursuant to their terms, on January 16, 2020, all of the Notes (including accumulated interest thereon) converted at a conversion price of $0.67 per share into an aggregate of 2,709,018 shares of the Series A Preferred Stock, which is convertible on a one-for-one basis into the Issuer’s Common Stock, par value $0.0001 per share (“Common Stock”). Upon the conversion of the Notes, Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock.

General

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock or Series A Preferred Stock (collectively, the “Securities”) at prices that would make the purchase or sale of Securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Securities on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Securities, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, potential business combinations or dispositions involving the Issuer or certain of its businesses, purchasing additional Securities, selling some or all of their Securities, engaging in short selling of or any hedging or similar transaction with respect to the Securities, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4. The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional securities of the Issuer or dispose of all of the Issuer’s securities beneficially owned by them, in the public market or in privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Paragraph “(a) – (b)” of Item 5 is hereby amended and restated in its entirety as follows:

(a) – (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 15,883,746 Common Shares outstanding as of January 13, 2020, as reported in the Issuer’s Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, filed on January 13, 2020.

As of January 16, 2020, the day after the Reconvened Annual Meeting, the Rule 13d-5(b) Group that may have existed among all the Reporting Persons was dissolved. Accordingly, this Amendment constitutes an exit filing for the following Reporting Persons:

Gina Huang, Jag, Brilliant Start, James Tu, Five Elements Global and Fusion Park may be deemed to be a Rule 13d-5(b) Group. Assuming these reporting persons are a Rule 13d-5(b) Group, they would collectively have shared voting and dispositive power over 3,038,413 shares (or 17.3%) of the Common Stock.

(c) The information in Item 4 above is incorporated herein by reference.

Item 6 is hereby supplemented by the addition of the following:

Gina Huang, Jag, Brilliant Start, James Tu, Five Elements Global and Fusion Park are parties to an agreement with respect to the joint filing of the Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer to the extent required by applicable law. A copy of such agreement is attached as Exhibit 99.1 to this Amendment and is incorporated by reference herein.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: January 28, 2020