SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

ENERGY FOCUS, INC.
(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

29268T300
(CUSIP Number)

 

James Tu
1 Bridge Plaza North, #275
Fort Lee, NJ 07024

 

with a copy to:

Michael Huang, Esq.

Paul Hastings LLP

200 Park Avenue,

New York, NY 10166

(212) 318-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 21, 2019
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ¨

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Gina Huang

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

PF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

Taiwan

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

1,017,390

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

1,017,390

 

11.

Aggregate amount beneficially owned by each reporting person

 

1,017,390

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

8.4%

 

14.

Type of reporting person (see instructions)

 

IN

 

 

Page 2 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Jag International, Ltd.

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

British Virgin Islands

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

600,000

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

600,000

 

11.

Aggregate amount beneficially owned by each reporting person

 

600,000

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

5.0%

 

14.

Type of reporting person (see instructions)

 

OO

 

 

Page 3 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Brilliant Start Enterprise, Inc.

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

British Virgin Islands

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

417,390

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

417,390

 

11.

Aggregate amount beneficially owned by each reporting person

 

417,390

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

3.5%

 

14.

Type of reporting person (see instructions)

 

CO

 

 

Page 4 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Jiangang Luo

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

PF, OO

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

People’s Republic of China

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

2,502

 

8.

Shared voting power

 

519,565

 

9.

Sole dispositive power

 

2,502

 

10.

Shared dispositive power

 

519,565

 

11.

Aggregate amount beneficially owned by each reporting person

 

522,067

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

4.3%

 

14.

Type of reporting person (see instructions)

 

IN

 

 

Page 5 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Cleantech Global Ltd.

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF, OO

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

British Virgin Islands

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

519,565

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

519,565

 

11.

Aggregate amount beneficially owned by each reporting person

 

519,565

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

4.3%

 

14.

Type of reporting person (see instructions)

 

OO

 

 

Page 6 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

James Tu

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

USA

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

300,000

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

300,000

 

11.

Aggregate amount beneficially owned by each reporting person

 

300,000

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

2.5%

 

14.

Type of reporting person (see instructions)

 

IN

 

 

Page 7 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

5 Elements Global Fund L.P.

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

OO

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

Delaware

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

300,000

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

300,000

 

11.

Aggregate amount beneficially owned by each reporting person

 

300,000

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

2.5%

 

14.

Type of reporting person (see instructions)

 

PN

 

 

Page 8 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Yeh-Mei Hui Cheng

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

PF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

Taiwan

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

287,391

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

287,391

 

11.

Aggregate amount beneficially owned by each reporting person

 

287,391

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

2.4%

 

14.

Type of reporting person (see instructions)

 

IN

 

  

Page 9 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

Communal International, Ltd.

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

British Virgin Islands

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

287,391

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

287,391

 

11.

Aggregate amount beneficially owned by each reporting person

 

287,391

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

2.4%

 

14.

Type of reporting person (see instructions)

 

OO

 

 

Page 10 of 13 

 

 

CUSIP No. 29268T300

 

1.

Names of reporting persons.

 

5 Elements Energy Efficiency Limited

 

2.

Check the appropriate box if a member of a group (see instructions)

 

(a)  x        (b)  ¨

 

3. SEC use only
4.

Source of funds (see instructions)

 

AF

 

5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6.

Citizenship or place of organization

 

British Virgin Islands

 

Number of
shares
beneficially
owned by
each
reporting
person with		 7.

Sole voting power

 

0

 

8.

Shared voting power

 

287,391

 

9.

Sole dispositive power

 

0

 

10.

Shared dispositive power

 

287,391

 

11.

Aggregate amount beneficially owned by each reporting person

 

287,391

 

12. Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨
13.

Percent of class represented by amount in Row (11)

 

2.4%

 

14.

Type of reporting person (see instructions)

 

OO

 

 

Page 11 of 13 

 

 

CUSIP No. 29268T300

 

Explanatory Note:

 

This Amendment No. 1 (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”), amends and supplements certain of the items of the Initial 13D as set forth therein. The “Reporting Persons” are:

 

·Gina Huang;

 

·Jag International, Ltd.;

 

·Brilliant Start Enterprise, Inc.;

 

·Jiangang Luo;

 

·Cleantech Global Ltd.;

 

·James Tu;

 

·5 Elements Global Fund L.P.;

 

·Yeh-Mei Hui Cheng (“Ms. Cheng”);

 

·Communal International, Ltd.; and

 

·5 Elements Energy Efficiency Limited.

 

 

Item 4.Purpose of Transaction.

 

Item 4 of the Initial 13D is supplemented by the addition of the following:

 

On February 21, 2019, the Reporting Persons and the Issuer entered into an agreement (the “Agreement”) providing for the appointment of two new independent directors to the board of directors of the Issuer (the “Board”). The new independent directors, Jennifer Y. Cheng (“Jennifer Cheng”) and Geraldine McManus, were proposed by the Reporting Persons and appointed to the Board on February 21, 2019. Including Jennifer Cheng and Geraldine McManus, the Board currently consists of seven persons. Jennifer Cheng and Ms. McManus will also serve as members of the Nominating and Corporate Governance Committee of the Board. Jennifer Cheng is the daughter of Ms. Cheng, one of the Reporting Persons.

 

Under the Agreement, the Issuer agreed to (i) increase the size of the Board by two members; (ii) not increase the size of the Board in excess of eight members; (iii) appoint Jennifer Cheng and Ms. McManus to the Board for the term ending at the annual meeting of stockholders to be held in 2019 (the “2019 Annual Meeting”) and nominate Jennifer Cheng and Ms. McManus for election as director to the Board at the 2019 Annual Meeting; (iv) recommend that the Issuer’s stockholders vote in favor of the election of Jennifer Cheng and Ms. McManus; and (v) solicit proxies for the election of Jennifer Cheng and Ms. McManus at the 2019 Annual Meeting.

 

The Reporting Persons agreed to comply with the terms of a customary standstill provisions and the parties agreed to customary non-disparagement provisions. These provisions terminate on the earlier of (i) sixty calendar days prior to the start of the Issuer’s advance notice period for the nomination of directors for election at the 2020 annual meeting of stockholders under the Issuer’s bylaws and (ii) the happening of a Termination Event (as such term is defined in the Agreement). In addition, the parties agreed to the release and discharge of certain claims.

 

The Agreement will terminate on the date of 2020 annual meeting of Issuer’s stockholders.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached to this Amendment as Exhibit 99.2 and is incorporated herein by reference.

 

Page 12 of 13 

 

 

CUSIP No. 29268T300

 

Item 5.Interest in Securities of the Issuer.

 

Paragraph “(a) – (b)” of Item 5 of the Initial 13D 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 12,078,160 shares of Common Stock outstanding as reported in the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 12, 2018. The Reporting Persons may be deemed to be a “group” under Section 13(d)(3) of the Exchange Act of 1934, as amended, and Rule 13d-5 promulgated thereunder. Collectively, as a “group,” the Reporting Persons have shared voting and dispositive power over 2,126,848 shares (or 17.6%) of the Common Stock.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Initial 13D is hereby supplemented by the addition of the following:

 

The disclosure regarding the Agreement in Item 4 is herein incorporated by reference.

 

Item 7.Material to Be Filed as Exhibits.

 

Item 7 of the Initial 13D is hereby amended and restated in its entirety as follows:

 

Exhibit No.   Description
99.1*   Joint Filing Agreement, dated as of November 30, 2018, by and among the Reporting Persons
99.2   Agreement, dated as of February 21, 2019, by and among the Issuer and the Reporting Persons

 

 

* Previously filed.

 

Page 13 of 13 

 

 

CUSIP No. 29268T300

 

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: February 25, 2019

 

  GINA HUANG
   
  /s/ Gina Huang (Mei-Yun Huang)
 

Gina Huang

 

  JAG INTERNATIONAL, LTD.
     
  By: /s/ Gina Huang (Mei-Yun Huang)
  Name:  Gina Huang
  Title: General Partner

 

  BRILLIANT START ENTERPRISE, INC.
   
  By:  /s/ Gina Huang (Mei-Yun Huang)
  Name:  Gina Huang
  Title: General Partner

 

  JIANGANG LUO
   
  /s/ Jiangang Luo
  Jiangang Luo

 

 

CLEANTECH GLOBAL LTD.

 
  By: /s/ Jiangang Luo
  Name:  Jiangang Luo
  Title:  Managing Partner

 

 

 

 

CUSIP No. 29268T300

 

  JAMES TU
   
  /s/ James Tu
  James Tu
   
  5 ELEMENTS GLOBAL FUND L.P.
   
  By: /s/ James Tu
  Name:  James Tu
  Title:

Managing Partner

   
  YEH-MEI HUI CHENG
   
  /s/ Yeh-Mei Hui Cheng
  Yeh-Mei Hui Cheng
   
  COMMUNAL INTERNATIONAL, LTD.
   
  By: /s/ Yeh-Mei Hui Cheng
  Name:  Yeh-Mei Hui Cheng
  Title:  Authorized Representative
   
  5 ELEMENTS ENERGY EFFICIENCY LIMITED
   
  By:  /s/ Yeh-Mei Hui Cheng
  Name:  Yeh-Mei Hui Cheng
  Title:  Authorized Representative