Energy Focus Announces 1-for-5 Reverse Stock Split
June 09 2020 - 8:54AM
Energy Focus, Inc. (Nasdaq: EFOI), a leader in advanced LED
lighting and lighting control technologies, today announced that
the Company will effect a 1-for-5 reverse stock split of its common
stock on June 11, 2020. The Company’s common stock is expected to
begin trading on a split-adjusted basis on The Nasdaq Capital
Market at the market open on June 12, 2020.
The reverse stock split is intended to increase
the per share trading price of the Company’s common stock to
satisfy the $1.00 minimum bid price requirement for
continued listing on The Nasdaq Capital Market. The reverse stock
split was approved by the Company's stockholders at the Company’s
Annual Meeting of Stockholders held on December 17, 2019 to be
affected at the Board’s discretion within approved parameters. The
specific ratio was subsequently approved by the Company's Board on
June 2, 2020. As a result of the reverse stock split, every five
pre-split shares of common stock outstanding will become one share
of common stock. The reverse stock split reduces the number of
shares of the Company’s outstanding common stock from approximately
15.9 million shares to approximately 3.2 million shares, subject to
adjustment due to the payment of cash in lieu of fractional shares.
The reverse stock split also applies to common stock issuable upon
the exercise of the Company’s outstanding warrants and stock
options.
No fractional shares will be issued in
connection with the reverse stock split. Stockholders who otherwise
would be entitled to receive fractional shares will receive cash
equal to the resulting fractional interest in one share of the
Company’s common stock to which the stockholder would otherwise be
entitled, multiplied by the closing trading price of the Company’s
common stock on June 10, 2020 (as adjusted to give effect to
the reverse stock split). Holders of the Company’s common stock
held in book-entry form or through a bank, broker or other nominee
do not need to take any action in connection with the reverse stock
split. Stockholders of record will be receiving information from
Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer
agent, regarding their stock ownership post-split. All other
questions can be directed to Broadridge Corporate Issuer Solutions,
Inc. at (800) 733-1121.
Additional information about the reverse stock
split will be available in the Company’s Current Report on Form
8-K, which it expects to file with the Securities and Exchange
Commission (SEC) on or about June 11, 2020. A copy of the report
will be also available in the Investor Relations section of the
Company’s website at www.energyfocus.com.
The trading symbol for the Company’s common
stock will remain “EFOI.” The new CUSIP number for the Company’s
common stock following the reverse stock split will be
29268T409.
About Energy Focus:
Energy Focus is an industry-leading innovator of
sustainable LED lighting and lighting control technologies. As the
creator of the first flicker-free LED products on the U.S. market,
Energy Focus products provide extensive energy and maintenance
savings, and aesthetics, safety, health and sustainability benefits
over conventional lighting. Our patent-pending EnFocus™ lighting
control platform enables existing and new buildings to provide
quality, convenient and affordable dimmable and color tunable
Human-Centric Lighting (HCL). Our customers include U.S. and
foreign navies, U.S. federal, state and local governments,
healthcare and educational institutions, as well as Fortune 500
companies.
Since 2007, Energy Focus has installed
approximately 900,000 lighting products across U.S. Navy fleet,
including TLEDs, waterline security lights, explosion-proof globes
and berth lights, saving more than five million gallons of fuel and
300,000 man-hours in lighting maintenance annually. Energy Focus is
headquartered in Solon, Ohio. For more information, visit our
website at www.energyfocus.com.
Forward Looking
Statements:
Forward-looking statements in this release are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Generally, these
statements can be identified by the use of words such as
“believes,” “estimates,” “anticipates,” “expects,” “seeks,”
“projects,” “intends,” “plans,” “may,” “will,” “should,” “could,”
“would” and similar expressions intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. These
forward-looking statements include all matters that are not
historical facts, including, without limitation, statements
regarding the timing of the reverse stock split and the date on
which we expect our common stock to begin trading on The Nasdaq
Capital Market on a split-adjusted basis. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Although we base these forward-looking
statements on assumptions that we believe are reasonable when made,
we caution you that forward-looking statements are not guarantees
of future events and that actual results may differ materially from
statements made in or suggested by the forward-looking statements
contained in this release. We believe that important factors that
could cause our actual results to differ materially from
forward-looking statements include, but are not limited to: (i)
disruptions in the U.S. and global economy and business
interruptions resulting from the recent coronavirus (“COVID-19”)
health pandemic outbreak and related stay-at-home orders,
quarantine policies and restrictions on travel, trade and business
operations; (ii) our need for additional financing in the near term
to continue our operations; (iii) our liquidity and refinancing
demands; (iv) our ability to obtain refinancing or extend maturing
debt; (v) our ability to continue as a going concern for a
reasonable period of time; (vi) our ability to implement plans to
increase sales and control expenses; (vii) our reliance on a
limited number of customers for a significant portion of our
revenue, and our ability to maintain or grow such sales levels;
(viii) our ability to increase sales by adding new customers to
reduce the reliance of our sales on a smaller group of customers,
and the long sales-cycle that our product requires; (ix) our
ability to increase demand in our targeted markets and to manage
sales cycles that are difficult to predict and may span several
quarters; (x) the timing of large customer orders, significant
expenses and fluctuations between demand and capacity as we invest
in growth opportunities; (xi) our ability to compete effectively
against companies with lower cost structures or greater resources,
or more rapid development efforts, and new competitors in our
target markets; (xii) our ability to successfully scale our network
of sales representatives, agents, and distributors to match the
sales reach of larger, established competitors;(xiii) market
acceptance of LED lighting technologies and products; (xiv) our
ability to attract and retain qualified personnel, and to do so in
a timely manner; (xv) the impact of any type of legal inquiry,
claim, or dispute; (xvi) general economic conditions in the United
States and in other markets in which we operate or secure products;
(xvii) our dependence on military maritime customers and on the
levels of government funding available to such customers, as well
as the funding resources of our other customers in the public
sector and commercial markets; (xviii) the possible impact on our
military maritime customers and their ability to honor the timing
for existing orders or place future orders due to COVID-19
breakouts amongst personnel that might impact the use of ships in
service; (xix) business interruptions resulting from geopolitical
actions, including war and terrorism, natural disasters, including
earthquakes, typhoons, floods and fires or from health epidemics or
pandemics or other contagious outbreaks; (xx) our reliance on a
limited number of third-party suppliers, our ability to obtain
critical components and finished products from such suppliers on
acceptable terms, and the impact of our fluctuating demand on the
stability of such suppliers; (xxi) our ability to timely and
efficiently transport products from our third-party suppliers to
our facility by ocean marine channels; (xxii) our ability to
respond to new lighting technologies and market trends, and fulfill
our warranty obligations with safe and reliable products; (xxiii)
any delays we may encounter in making new products available or
fulfilling customer specifications; (xxiv) any flaws or defects in
our products or in the manner in which they are used or installed;
(xxv) our ability to protect our intellectual property rights and
other confidential information, and manage infringement claims by
others; (xxvi) our compliance with government contracting laws and
regulations, through both direct and indirect sale channels, as
well as other laws, such as those relating to the environment and
health and safety; (xxvii) risks inherent in international markets,
such as economic and political uncertainty, changing regulatory and
tax requirements and currency fluctuations, including tariffs and
other potential barriers to international trade; and (xxviii) our
ability to remediate a significant deficiency, maintain effective
internal controls and otherwise comply with our obligations as a
public company and under Nasdaq listing standards.
Investor Contact:
Cameron Donahue(651) 653-1854ir@energyfocus.com
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