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Jag International Co Ltd.

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125927
SEC CIK
0001544485

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CompanyLast reported asReport datePublished
ENERGY FOCUS, INC/DEEFOI · Entity 772310% ownerJune 22, 2022June 23, 2022

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

ENERGY FOCUS, INC/DE

Report date June 22, 2022 · Filed June 23, 2022

Jointly reported with Huang Gina, Brilliant Start Enterprise, Inc.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnote381,832 Reported balance After 2022-06-22 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-06-22 · Exercise / conversion · Acquired 5,000 · Balance 381,832

F1: Restricted stock units convert into Common Stock on a one-for-one basis.

F2: Consists of 242,832 shares of common stock held by Brilliant Start Enterprise, Inc. ("Brilliant Start"), 120,000 shares of common stock held by Jag International Ltd. ("Jag") and 19,000 shares held by Ms. Huang directly. Brilliant Start and Jag are controlled affiliates of Ms. Huang.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect0 Reported balance After 2022-06-22 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2022-06-22 · Exercise / conversion · Disposed 5,000 · Balance 0

F1: Restricted stock units convert into Common Stock on a one-for-one basis.

F3: On February 11, 2022, Ms. Huang was granted 5,000 restricted stock units that vested June 22, 2022, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F4: The restricted stock units were held directly by Ms. Huang.

Filing footnotes · ownership attribution and instrument terms

F1: Restricted stock units convert into Common Stock on a one-for-one basis.

F2: Consists of 242,832 shares of common stock held by Brilliant Start Enterprise, Inc. ("Brilliant Start"), 120,000 shares of common stock held by Jag International Ltd. ("Jag") and 19,000 shares held by Ms. Huang directly. Brilliant Start and Jag are controlled affiliates of Ms. Huang.

F3: On February 11, 2022, Ms. Huang was granted 5,000 restricted stock units that vested June 22, 2022, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F4: The restricted stock units were held directly by Ms. Huang.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 22, 2022 Filed Jun 23, 2022 15:01 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionRestricted Stock Units · Derivative 5,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-22-000004 · wf-form4_165599648031704.xml · derivative · entry 2

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 5,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Common Stock on a one-for-one basis.

F3 · derivative.exercise_date: On February 11, 2022, Ms. Huang was granted 5,000 restricted stock units that vested June 22, 2022, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F3 · derivative.expiration_date: On February 11, 2022, Ms. Huang was granted 5,000 restricted stock units that vested June 22, 2022, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F4 · ownership.direct: The restricted stock units were held directly by Ms. Huang.

Read SEC document
June 22, 2022 Filed Jun 23, 2022 15:01 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionCommon Stock 5,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-22-000004 · wf-form4_165599648031704.xml · nonDerivative · entry 1

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 381,832

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Common Stock on a one-for-one basis.

F2 · ownership.nature: Consists of 242,832 shares of common stock held by Brilliant Start Enterprise, Inc. ("Brilliant Start"), 120,000 shares of common stock held by Jag International Ltd. ("Jag") and 19,000 shares held by Ms. Huang directly. Brilliant Start and Jag are controlled affiliates of Ms. Huang.

Read SEC document
May 26, 2021 Filed May 27, 2021 10:50 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionRestricted Stock Units · Derivative 10,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-21-000005 · wf-form4_162211259604422.xml · derivative · entry 2

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Common Stock on a one-for-one basis.

F3 · derivative.exercise_date: On March 24, 2021, Ms. Huang was granted 10,000 restricted stock units that vested May 26, 2021, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F3 · derivative.expiration_date: On March 24, 2021, Ms. Huang was granted 10,000 restricted stock units that vested May 26, 2021, the earlier of (i) the one year anniversary of the grant date or (ii) the date of the Company's annual meeting of stockholders next following the grant date.

F4 · ownership.direct: The restricted stock units were held directly by Ms. Huang.

Read SEC document
May 26, 2021 Filed May 27, 2021 10:50 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionCommon Stock 10,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-21-000005 · wf-form4_162211259604422.xml · nonDerivative · entry 1

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 376,832

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Common Stock on a one-for-one basis.

F2 · ownership.nature: Consists of 242,832 shares of common stock held by Brilliant Start Enterprise, Inc. ("Brilliant Start"), 120,000 shares of common stock held by Jag International Ltd. ("Jag") and 14,000 shares held by Ms. Huang directly. Brilliant Start and Jag are controlled affiliates of Ms. Huang.

Read SEC document
April 01, 2021 Filed Apr 5, 2021 14:46 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 ConversionSeries A Convertible Preferred Stock · Derivative 1,721,023 Not disclosed Not disclosed
Disclosure

SEC source: 0001564957-21-000004 · wf-form4_161763390774129.xml · derivative · entry 2

Tu James · CIK 0001564957 · Director · Chairman and CEO · 10% owner

5 ELEMENTS GLOBAL FUND, LP · CIK 0001480824 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Fusion Park LLC · CIK 0001801344 · 10% owner

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 344,205 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: 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 subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.

F4 · derivative.exercise_price: Upon the conversion of their respective shares of Series A Preferred Stock, Fusion Park and Brilliant Start received 184,851 shares and 159,354 shares, respectively, of common stock.

F3 · price: 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 subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.

F4 · price: Upon the conversion of their respective shares of Series A Preferred Stock, Fusion Park and Brilliant Start received 184,851 shares and 159,354 shares, respectively, of common stock.

F3 · derivative.exercise_date: 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 subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.

F3 · derivative.expiration_date: 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 subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.

F3 · ownership.nature: 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 subordinated convertible promissory notes (as amended, the "Notes"). Pursuant to their terms, on January 16, 2020, the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferred Stock"), and Fusion Park and Brilliant Start received 924,253 shares and 796,770 shares, respectively, of Series A Preferred Stock. As a result of the 5-for-1 reverse stock split of the Issuer's common stock that occurred on June 11, 2020, the Series A Preferred Stock is convertible into the Issuer's Common Stock on a one-for-five basis and has no expiration.

F4 · ownership.nature: Upon the conversion of their respective shares of Series A Preferred Stock, Fusion Park and Brilliant Start received 184,851 shares and 159,354 shares, respectively, of common stock.

Read SEC document
April 01, 2021 Filed Apr 5, 2021 14:46 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 ConversionCommon Stock 344,205 $0.00 $0.00
Disclosure

SEC source: 0001564957-21-000004 · wf-form4_161763390774129.xml · nonDerivative · entry 1

Tu James · CIK 0001564957 · Director · Chairman and CEO · 10% owner

5 ELEMENTS GLOBAL FUND, LP · CIK 0001480824 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Fusion Park LLC · CIK 0001801344 · 10% owner

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 611,683

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Mr. Tu has shared voting and dispositive power over 60,000 shares of common stock held by 5 Elements Global Fund L.P. ("Global Fund") and 184,851 shares of common stock held by Fusion Park LLC ("Fusion Park"). Global Fund and Fusion Park are controlled affiliates of Mr. Tu.

F2 · balance_after: Ms. Huang has shared voting and dispositive power over 246,832 shares of common stock held by Brilliant Start Enterprise Inc. ("Brilliant Start"), and 120,000 shares of common stock held by Jag International Ltd. ("Jag"). Brilliant Start and Jag are controlled affiliates of Ms. Huang.

F1 · ownership.nature: Mr. Tu has shared voting and dispositive power over 60,000 shares of common stock held by 5 Elements Global Fund L.P. ("Global Fund") and 184,851 shares of common stock held by Fusion Park LLC ("Fusion Park"). Global Fund and Fusion Park are controlled affiliates of Mr. Tu.

F2 · ownership.nature: Ms. Huang has shared voting and dispositive power over 246,832 shares of common stock held by Brilliant Start Enterprise Inc. ("Brilliant Start"), and 120,000 shares of common stock held by Jag International Ltd. ("Jag"). Brilliant Start and Jag are controlled affiliates of Ms. Huang.

Read SEC document
September 17, 2020 Filed Sep 17, 2020 20:34 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionRestricted Stock Units · Derivative 4,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-20-000013 · wf-form4_160037487335874.xml · derivative · entry 2

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 4,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Restricted stock units convert into Common Stock on a one-for-one basis.

F3 · derivative.exercise_date: On March 18, 2020, the reporting person Ms. Huang was granted 4,000 restricted stock units that vested September 17, 2020, the date of the Company's annual meeting of stockholders.

F3 · derivative.expiration_date: On March 18, 2020, the reporting person Ms. Huang was granted 4,000 restricted stock units that vested September 17, 2020, the date of the Company's annual meeting of stockholders.

F4 · ownership.direct: The restricted stock units were held directly by Ms. Huang.

Read SEC document
September 17, 2020 Filed Sep 17, 2020 20:34 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 Exercise / conversionCommon Stock 4,000 $0.00 $0.00
Disclosure

SEC source: 0001600805-20-000013 · wf-form4_160037487335874.xml · nonDerivative · entry 1

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 207,478

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Restricted stock units convert into Common Stock on a one-for-one basis.

F2 · ownership.nature: Consists of 83,478 shares of common stock held by Brilliant Start Enterprise, Inc. ("Brilliant Start"), 120,000 shares of common stock held by Jag International Ltd. ("Jag") and 4,000 shares held by Ms. Huang directly. Brilliant Start and Jag are controlled affiliates of Ms. Huang.

Read SEC document
January 16, 2020 Filed Jan 30, 2020 21:11 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 ConversionSeries A Convertible Preferred Stock · Derivative 1,721,023 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-008694 · tv537363_4.xml · derivative · entry 2

Tu James · CIK 0001564957 · Director · CEO & Chairman · 10% owner

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

5 ELEMENTS GLOBAL FUND, LP · CIK 0001480824 · 10% owner

Fusion Park LLC · CIK 0001801344 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,721,023

Underlying: Common Stock · 1,721,023 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · derivative.exercise_price: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · shares: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · shares: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · price: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · price: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F2 · derivative.exercise_date: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F2 · derivative.expiration_date: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F2 · derivative.underlying_shares: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · ownership.nature: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · ownership.nature: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

Read SEC document
January 16, 2020 Filed Jan 30, 2020 21:11 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 ConversionConvertible Notes due 2021 · Derivative Not disclosed Not disclosed $1,080,000.00
Disclosure

SEC source: 0001104659-20-008694 · tv537363_4.xml · derivative · entry 1

Tu James · CIK 0001564957 · Director · CEO & Chairman · 10% owner

Huang Gina · CIK 0001600805 · Director · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

5 ELEMENTS GLOBAL FUND, LP · CIK 0001480824 · 10% owner

Fusion Park LLC · CIK 0001801344 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: Not disclosed

Underlying: Series A Convertible Preferred Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · derivative.exercise_price: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · reported_value: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · reported_value: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · price: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · price: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · derivative.exercise_date: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · derivative.exercise_date: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · derivative.expiration_date: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · derivative.expiration_date: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · derivative.underlying_shares: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · derivative.underlying_shares: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · valueOwnedAfter: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · valueOwnedAfter: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

F1 · ownership.nature: On March 29, 2019, the Issuer entered into a note purchase agreement (the "Note Purchase Agreement") with certain investors, including Fusion Park LLC (of which James Tu is the sole member) and Brilliant Start Enterprise, Inc. (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").

F2 · ownership.nature: The Notes, which were issued on March 29, 2019, had a maturity date of December 31, 2021 and paid interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. Pursuant to their terms, on January 16, 2020 (the first business day after the Issuer's stockholders approved certain amendments to the Issuer's certificate of incorporation), the Notes (including the accumulated interest thereon) converted into the Issuer's Series A Convertible Preferred Stock ("Series A Preferrred Stock) at a price of $0.67 per share. 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. The Series A Preferred Stock is convertible into the Issuer's Common Stock one a one-for-one basis and has no expiration.

Read SEC document
March 29, 2019 Filed Apr 3, 2019 20:28 UTC ENERGY FOCUS, INC/DE EFOI · Entity 7723 PurchaseConvertible Notes due 2021 · Derivative Not disclosed Not disclosed $1,080,000.00
Disclosure

SEC source: 0001144204-19-018014 · tv517902_form4.xml · derivative · entry 1

Tu James · CIK 0001564957 · Director · CEO, President and Interim CFO · 10% owner

Huang Gina · CIK 0001600805 · 10% owner

Jag International Co Ltd. · CIK 0001544485 · 10% owner

Brilliant Start Enterprise, Inc. · CIK 0001600870 · 10% owner

Luo Jiangang · CIK 0001588515 · 10% owner

Cleantech Global Ltd · CIK 0001588566 · 10% owner

5 ELEMENTS GLOBAL FUND, LP · CIK 0001480824 · 10% owner

Cheng Yeh Mei-Hui · CIK 0001761139 · 10% owner

Communal International, Ltd. · CIK 0001761130 · 10% owner

5 Elements Energy Efficiency Ltd. · CIK 0001544460 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: Not disclosed

Underlying: Series A Convertible Preferred Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · derivative.exercise_price: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · derivative.exercise_price: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · kind: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · kind: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · kind: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · reported_value: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · reported_value: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · reported_value: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · price: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · price: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · price: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · derivative.exercise_date: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · derivative.exercise_date: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · derivative.exercise_date: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · derivative.expiration_date: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · derivative.expiration_date: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · derivative.expiration_date: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · derivative.underlying: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · derivative.underlying: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · derivative.underlying: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · derivative.underlying_shares: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · derivative.underlying_shares: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · derivative.underlying_shares: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · valueOwnedAfter: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · valueOwnedAfter: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · valueOwnedAfter: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · ownership.direct: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · ownership.direct: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · ownership.direct: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

F1 · ownership.nature: On March 29, 2019, the Issuer entered into a note purchase agreement with Fusion Park LLC ("Fusion Park") (of which James Tu is the sole member), F&S Electronic Technology (HK) Co., Ltd., Brilliant Start Enterprises, Inc. ("Brilliant Start"), Vittorio Viarengo and Amaury Furmin for the purchase of an aggregate of $1.7 million in subordinated convertible promissory notes (the "Notes") of which Fusion Park and Brilliant Start purchased $580,000 and $500,000, respectively. The Notes, which were issued on March 29, 2019, have a maturity date of December 31, 2021 and bear interest at a rate of 5% per annum until June 30, 2019 and at a rate of 10% per annum thereafter. The Notes and accrued interest will convert into shares of the Issuer's Series A convertible preferred stock (the "Series A Preferred Stock") on April 17, 2019, if permitted without stockholder approval under the equity issuance rules of the Nasdaq Stock Market (the "Nasdaq Cap")

F2 · ownership.nature: (cont'd) and to the extent sufficient shares of Series A Preferred Stock are authorized under the Issuer's certificate of incorporation (the "Charter"), based on a conversion price equal to the greater of (a) the volume-weighted average trading price of the Issuer's common stock ("Common Stock") measured over the 10 trading day period ending on April 16, 2019 or (b) $0.20 (as applicable, the "Conversion Rate"). If the Notes cannot fully convert on April 17, 2019 due to the Nasdaq Cap, then no portion of the Notes will convert into Series A Preferred Stock until the Issuer obtains stockholder approval of the transaction in accordance with the Nasdaq rules. If shares of the Series A Preferred Stock can be issued under the Nasdaq Cap, but insufficient shares of Series A Preferred Stock are available under the Charter,

F3 · ownership.nature: (cont'd) then the Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by the Issuer's stockholders of an amendment to the Charter to increase the authorized number of shares of Series A Preferred Stock. Assuming the Issuer's stockholders approve the transaction and the lowest Conversion Rate of $0.20, the maximum number of shares of Series A Preferred Stock that could be issued upon conversion of the Notes and the maximum number of shares of Common Stock that could be issued to the Reporting Persons pursuant to the conversion of the Series A Preferred Stock would be 5,400,000 (of which 2,900,000 and 2,500,000 shares of Series A Preferred Stock would be issued to Fusion Park and Brilliant Start, respectively), plus any shares issued in respect of accrued interest. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the option of the Reporting Persons on a one-for-one basis.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.