SEC Company Response from ENERGY FOCUS, (EFOI) — Apr 14, 2020
ENERGY FOCUS, INC/DE (EFOI) (CIK 0000924168)
Date: April 14, 2020 · CIK: 0000924168 · Accession: 0000924168-20-000019
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File numbers found in text: 333-237614
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CORRESP 1 filename1.htm Document Energy Focus, Inc. 32000 Aurora Road, Suite B Solon, Ohio 44139 April 14, 2020 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Re: Energy Focus, Inc. Registration Statement on Form S-1, Filed April 9, 2020 File No. 333-237614 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Energy Focus, Inc. (the “Company”) hereby requests that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-237614) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission on April 9, 2020 be accelerated so that such Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on April 16, 2020, or as soon as possible thereafter. As of the date above, there is no managing or principal underwriter for any of the Company’s securities that may be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement at the time of the offering. The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Keith D. Pisani of Paul Hastings LLP, by telephone at (212) 318-6053 or by email at keithpisani@paulhastings.com. The Company hereby authorizes Mr. Pisani to orally modify or withdraw this request for acceleration. Sincerely, ENERGY FOCUS, INC. By: /s/ Tod A. Nestor Tod A. Nestor President, Chief Financial Officer and Secretary cc: Keith D. Pisani, Paul Hastings LLP