Filing Analysis
Orion Energy Systems, Inc. held its 2026 Annual Meeting of Shareholders on August 6, 2026. The meeting resulted in the election of two directors, approval of executive compensation (Say-on-Pay), ratification of BDO USA, P.C. as independent auditors, and approval of an amended Omnibus Incentive Plan.
📋 Key Facts
- Shareholders approved the Amended 2016 Omnibus Incentive Plan, increasing available shares from 600,000 to 900,000 (a 300,000 share increase).
- The term of the Amended 2016 Plan was extended to its 10th anniversary from the date of the 2026 Annual Meeting.
- Richard A. Shapiro and Heather L. Wishart-Smith were elected as Class I directors with over 93% of votes cast.
- Executive compensation (Say-on-Pay) was approved by over 95% of votes cast.
- BDO USA, P.C. was ratified to serve as the independent public accounting firm for fiscal year 2027 with over 99% approval.
- Approximately 70% of outstanding common stock (4,056,568 shares) were represented at the meeting.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal quarter ended June 30, 2026.
📋 Key Facts
- Report date: August 5, 2026
- Reporting period: Fiscal 2026 quarter ended June 30, 2026
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Orion Energy Systems, Inc. filed a current report to announce the issuance of a press release regarding its quarterly financial results for the fiscal 2026 quarter ended March 31, 2026.
📋 Key Facts
- The filing date is June 4, 2026.
- The report pertains to the fiscal quarter ended March 31, 2026.
- The financial results were disseminated via a press release (Exhibit 99.1).
Orion Energy Systems, Inc. issued a press release on May 19, 2026, announcing its expected quarterly revenue results for its fiscal year 2026 ended March 31, 2026.
📋 Key Facts
- Filing date and earliest event date is May 19, 2026.
- The company disclosed expected quarterly revenue results for fiscal year 2026 ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The press release was furnished as Exhibit 99.1.
- The report was signed by J. Per Brodin, Chief Financial Officer.
Orion Energy Systems issued a press release on April 15, 2026, reiterating its financial outlook for fiscal years 2026 and 2027. The company maintains its expectations for increased growth and profitability over the next two fiscal years.
📋 Key Facts
- Company issued a press release on April 15, 2026
- Management reiterated expectations for growth and profitability in FY 2026 and FY 2027
- The filing was made under Item 2.02 (Results of Operations and Financial Condition)
- The report was signed by CFO J. Per Brodin on April 16, 2026
Orion Energy Systems settled a material earn-out dispute with the former owners of Voltrek for a $3.0 million cash payment, resolving claims that reached as high as $10 million. The settlement terminates multiple debt and security agreements, releases liens on company assets, and is partially offset by a $1.3 million cash inflow from the termination of solar power purchase agreements.
🚩 Red Flags
- Significant litigation regarding acquisition earn-outs indicating past integration or valuation friction.
- Facilitation of insider selling for the former owners of an acquired entity (Connors Parties).
- The company was previously subject to restrictive second-lien mortgages and security interests on its assets related to this dispute.
📋 Key Facts
- Entered into a Settlement Agreement on March 17, 2026, with Final Frontier, LLC and Kathleen M. Connors regarding the 2022 Voltrek acquisition.
- Paid a one-time cash settlement of $3.0 million on March 18, 2026, to resolve all earn-out disputes.
- The settlement resolves a discrepancy where the Connors Parties claimed $10 million and a CPA arbitrator had previously awarded $3.4 million.
- Termination of several 'Earn Out Agreements' including a Senior Subordinated Loan Agreement, Note, Security Agreement, and a Second Lien Mortgage.
- All liens and security interests held by Final Frontier on the Company’s assets were automatically terminated and released.
- Orion will receive $1.3 million within 21 days from the termination of two solar Power Purchase Agreements (PPAs) and the transfer of solar arrays to a third party.
- The Company agreed to facilitate a Rule 10b5-1 trading plan for the Connors Parties to sell their common stock.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal quarter ended December 31, 2025.
📋 Key Facts
- The filing is a routine announcement of quarterly financial results (Item 2.02).
- Reporting period: Fiscal 2026 quarter ended December 31, 2025.
- Filing date: February 5, 2026.
Orion Energy Systems, Inc. completed a public offering of 500,000 shares of common stock on February 2, 2026, raising approximately $6.4 million in net proceeds. The funds are primarily earmarked for debt reduction and working capital.
🚩 Red Flags
- Dilution: Issuance of 500,000 new shares will dilute existing shareholders.
- Debt Repayment Use: A primary use of proceeds is reducing outstanding debt, which can indicate liquidity management needs.
📋 Key Facts
- Offered 500,000 shares of common stock via an underwriting agreement with Craig-Hallum Capital Group LLC.
- The offering closed on February 2, 2026.
- Net proceeds to the company are approximately $6.4 million after discounts and expenses.
- Proceeds are intended for reducing existing credit agreement debt and working capital/general corporate purposes.
- Includes a 90-day lock-up period for directors and executive officers following the closing date.
Orion Energy Systems, Inc. issued an 8-K to announce expected quarterly revenue results for the fiscal quarter ended December 31, 2025, along with updated revenue outlooks for fiscal 2026 and guidance for fiscal 2027.
📋 Key Facts
- Report date: January 20, 2026
- Announcement includes expected quarterly revenue results for the quarter ended Dec 31, 2025
- Company provided updated fiscal 2026 revenue outlook
- Company provided guidance for fiscal 2027 revenue
Orion Energy Systems, Inc. has approved the reinstatement of a deferred $500,000 cash signing bonus for CEO Sally A. Washlow. This includes a requirement for the CEO to use $300,000 of that bonus to directly purchase company common stock.
🚩 Red Flags
- Related-party transaction involving a significant cash outlay ($500,000) and direct stock issuance to an executive.
- The use of company cash for an executive to purchase equity can be viewed as a form of indirect compensation that dilutes existing shareholders.
📋 Key Facts
- CEO Sally A. Washlow's $500,000 cash signing bonus was previously deferred on May 29, 2025.
- The Human Capital Management and Compensation Committee approved the reinstatement of this bonus on November 13, 2025.
- $300,000 of the bonus is designated for a direct purchase of Common Stock by Ms. Washlow.
- The shares are scheduled to be issued on November 19, 2025, based on the average closing price over the five preceding trading days.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal quarter ended September 30, 2025.
📋 Key Facts
- Report date: November 5, 2025
- Reporting period: Fiscal 2026 quarter ended September 30, 2025
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Orion Energy Systems has restructured its remaining earnout obligations to Final Frontier, LLC via a senior subordinated loan and note. The restructuring involves significant debt deferral, asset liens, and the issuance of common stock to settle prior obligations.
🚩 Red Flags
- Significant debt restructuring involving a senior subordinated note and asset liens.
- The exact amount of remaining liability is unknown and subject to binding arbitration (potential for $3.0M+ liability).
- Issuance of 1.65 million shares to an individual (Kathleen Connors) as part of obligation settlement, indicating potential dilution/related-party impact.
- The company granted a security interest in substantially all assets to a non-institutional lender (Final Frontier, LLC).
📋 Key Facts
- Paid $500,000 on August 1, 2025, and $375,000 on September 2, 2025, to satisfy fiscal 2024 Voltrek earnout obligations.
- Issued 1,649,077 shares of common stock ($1.0 million value) to Kathleen Connors in July 2025 for partial payment of fiscal 2023-2025 earnouts.
- Entered into a Senior Subordinated Loan Agreement on September 30, 2025, to defer the 'Remaining Earnout Amount'.
- The Remaining Earnout Amount is subject to binding arbitration and may be as high as $3.0 million per Bank of America consent.
- The Company will pay monthly principal of $25,000 starting Jan 15, 2026, increasing to $50,000 on July 15, 2026, through maturity in July 2027.
- A security agreement grants Final Frontier a lien upon substantially all assets of the Company and its subsidiaries, subordinated only to Bank of America.
Orion Energy Systems, Inc. has regained compliance with Nasdaq's minimum bid price requirements following a 1-for-10 reverse stock split. The company had been facing delisting due to its share price trading below $1.00 for an extended period.
🚩 Red Flags
- Reverse stock split (1-for-10) is a common sign of distress in micro-cap companies.
- History of non-compliance with minimum bid price requirements ($1.00 threshold).
- The company required multiple 180-day extensions to avoid delisting.
📋 Key Facts
- The company executed a 1-for-10 reverse stock split effective August 22, 2025.
- Nasdaq granted multiple extensions (originally until March 19, 2025; then until September 15, 2025) to regain compliance with the Minimum Bid Price Rule.
- As of September 8, 2025, Nasdaq confirmed the company has regained compliance and will continue listing on the Nasdaq Capital Market.
Orion Energy Systems, Inc. has announced a 1-for-10 reverse stock split to be effective August 22, 2025. This follows shareholder approval at the 2025 Annual Meeting and is intended to consolidate common stock.
🚩 Red Flags
- Reverse stock split (often used to combat delisting or improve share price perception)
- Significant reduction in authorized shares (from 200M to 20M)
📋 Key Facts
- Reverse stock split ratio: 1:10
- Effective Date/Time: August 22, 2025, at 12:01 a.m. Central Time
- Authorized shares reduction: From 200,000,000 to 20,000,000
- Outstanding shares prior to split: Approximately 35.2 million
- Fractional shares will be paid out in cash based on the closing price from the day before the effective date.
- All options and restricted stock units will be adjusted proportionally.
Orion Energy Systems, Inc. held its 2025 Annual Meeting of Shareholders where shareholders approved a significant reverse stock split proposal ranging from 1-for-2 to 1-for-100.
🚩 Red Flags
- Approval of a reverse stock split (up to 1-for-100) is often used to combat low share prices and maintain Nasdaq listing compliance requirements.
📋 Key Facts
- Annual Meeting held on August 7, 2025.
- Shareholders approved a reverse stock split with a ratio between 1-for-2 and 1-for-100 (91.42% approval).
- Two directors, Anthony L. Otten and Sally A. Washlow, were elected to Class III seats with >90% of votes cast.
- Say-on-Pay advisory vote approved executive compensation with 92.28% approval.
- BDO USA, P.C. was ratified as independent public accountants for fiscal year 2026 with >98% approval.
- Shareholders approved a special stock option grant of up to 500,000 shares for the new CEO (91.86% approval).
- Total shares outstanding at record date: 33,688,163.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal quarter ended June 30, 2025.
📋 Key Facts
- Reporting period: Fiscal 2026 quarter ended June 30, 2025.
- Filing date: August 6, 2025.
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal year ended March 31, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly financial results (Item 2.02).
- Reporting period: Fiscal 2025 year ended March 31, 2025.
- Report date: June 26, 2025.
Orion Energy Systems, Inc. has deferred a $500,000 cash signing bonus for its new CEO, Sally A. Washlow, due to the company's current financial condition. The deferral includes a requirement that $300,000 of the bonus was intended for direct stock purchase by the executive.
🚩 Red Flags
- Explicit mention of 'current financial condition' as the reason for deferring executive compensation.
- Potential liquidity constraints indicated by the inability to fulfill a scheduled $500,000 cash obligation.
- The deferred bonus involves a direct stock purchase from the company, which can be viewed as a form of capital restructuring or related-party transaction.
📋 Key Facts
- CEO Sally A. Washlow was appointed effective April 14, 2025.
- The original agreement included a $500,000 cash signing bonus payable on June 2, 2025.
- $300,000 of the bonus was designated for Ms. Washlow to purchase Company Common Stock directly from the Company.
- On May 29, 2025, the Board and CEO agreed to defer the payment and stock purchase for up to one year.
- The timing of the deferred payment will be reviewed quarterly by the Human Capital Management and Compensation Committee.
Orion Energy Systems, Inc. has finalized the severance agreement for former CEO Michael H. Jenkins following his replacement on April 14, 2025. The agreement includes significant cash severance and accelerated vesting of restricted stock awards.
🚩 Red Flags
- Significant cash outflow for executive severance ($633,421 plus COBRA).
- Accelerated vesting of 321,811 shares represents a potential dilution or immediate equity impact.
- CEO departure follows a period of leadership transition (previously announced April 14).
📋 Key Facts
- Michael H. Jenkins was replaced as CEO effective April 14, 2025.
- Total cash severance payment is $633,421, to be paid ratably over an 18-month period.
- Severance includes 1.5x base salary ($382,500), a multiplier on historical bonuses, and a pro-rated portion of the fiscal 2026 target bonus.
- The company will pay employer's portion of COBRA premiums for 18 months.
- 321,811 shares of time-based restricted stock awards that would have vested within the next 24 months are deemed fully vested upon termination.
- Performance-based awards (stock and cash) were forfeited/cancelled.
Orion Energy Systems, Inc. announced a leadership transition involving the replacement of CEO Michael H. Jenkins with Sally A. Washlow and the promotion of Scott Green to President and COO.
🚩 Red Flags
- CEO replacement (leadership instability risk).
- Significant cash signing bonus ($500,000) for a micro-cap company.
- Equity grants tied heavily to specific stock price targets which may incentivize short-term price manipulation or volatility.
📋 Key Facts
- Michael H. Jenkins has been replaced as CEO effective April 14, 2025.
- Sally A. Washlow appointed as new CEO; she previously served on the Board since August 2022.
- Washlow's compensation includes a $382,500 base salary and a $500,000 cash signing bonus (with $300,000 required for stock purchase).
- The CEO employment agreement includes performance-based equity grants of 500,000 shares with vesting tied to specific stock price targets ($3.00, $4.00, and $5.00).
- Scott Green promoted from EVP/President of Orion Services Group to President and COO.
- Washlow stepped down from her roles as Chair of the Human Capital Management and Compensation Committee and member of other committees due to loss of independence.
Orion Energy Systems has been granted an additional 180-day compliance period by Nasdaq to resolve its failure to meet the minimum bid price requirement. The company has indicated it may implement a reverse stock split to regain compliance before the September 15, 2025 deadline.
🚩 Red Flags
- Delisting risk: Failure to meet requirements by Sept 15, 2025, will lead to delisting effective approx. Sept 16, 2025.
- Reverse stock split indicated as a likely remedial action.
- Ongoing struggle to maintain minimum bid price requirement.
📋 Key Facts
- Nasdaq granted an additional 180-day compliance period ending September 15, 2025.
- The deficiency is related to Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule), as the stock has been below $1.00 for over 30 consecutive trading days.
- The company explicitly stated its intention to effectuate a reverse stock split if necessary to regain compliance during this period.
- Compliance is achieved if the closing bid price is at least $1.00 per share for 10 consecutive trading days.
Orion Energy Systems, Inc. reported its quarterly financial results for the fiscal year ended December 31, 2024. Additionally, the company announced temporary 10% salary and retainer reductions for named executive officers and board members as part of cost-saving measures.
🚩 Red Flags
- Cost-saving measures involving executive/director salary cuts often signal liquidity concerns or pressure to improve margins.
- The duration of the reductions is tied to 'business performance,' indicating financial volatility.
📋 Key Facts
- Quarterly financial results for fiscal 2025 (year ended Dec 31, 2024) were released on February 11, 2025.
- Named Executive Officers (NEOs) agreed to a voluntary 10% reduction in base salaries.
- Board of Directors members agreed to a voluntary 10% reduction in retainers.
- Salary and retainer reductions are temporary, effective through at least March 31, 2025, pending improved business performance.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal year ended September 30, 2024.
📋 Key Facts
- The filing reports on the company's quarterly financial results for the fiscal 2025 period ending September 30, 2024.
- The announcement was made via a press release dated November 6, 2024.
- Financial statements are provided as Exhibit 99.1.
Orion Energy Systems, Inc. has executed Amendment No. 3 to its existing Loan and Security Agreement with Bank of America, N.A. The amendment primarily serves to extend the maturity dates for the company's Revolving Credit Line and Term Loan.
🚩 Red Flags
- Frequent amendments to debt agreements (three amendments since Dec 2020) suggest ongoing liquidity management or refinancing needs.
- The need to extend maturity dates indicates the company is pushing back immediate repayment obligations to avoid near-term default/liquidity crises.
📋 Key Facts
- Amendment No. 3 was effective as of October 30, 2024.
- The lender is Bank of America, N.A.
- Maturity date for the Revolving Credit Line and Term Loan extended from December 29, 2025, to June 30, 2027.
- This follows previous amendments made on November 4, 2022, and April 22, 2024.
Orion Energy Systems, Inc. issued an 8-K to announce preliminary unaudited revenue results for its fiscal 2025 second quarter and provided a financial outlook for the full fiscal year ending March 31, 2025.
📋 Key Facts
- Report date: October 29, 2024
- Reporting period: Fiscal 2025 second quarter ended September 30, 2024
- Content: Preliminary unaudited revenue results and full-year outlook for fiscal year ending March 31, 2025
- The filing includes a press release as Exhibit 99.1
Orion Energy Systems, Inc. received a notice from Nasdaq stating it is non-compliant with the minimum $1.00 bid price requirement. The company has 180 days to regain compliance or faces potential delisting.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Failure to meet minimum bid price requirement ($1.00/share).
- Potential for a mandatory reverse stock split to regain compliance.
- Risk of delisting if the second compliance period is not met.
📋 Key Facts
- Received written notice from Nasdaq on September 20, 2024.
- Non-compliance is due to failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days.
- The company has until March 19, 2025, to regain compliance by achieving a closing bid price of at least $1.00 for 10 consecutive business days.
- A second 180-day compliance period may be available if the company implements a reverse stock split and meets other Nasdaq criteria.
- Management targets fiscal 2025 revenue growth in the range of 10-15% to support regaining compliance.
Orion Energy Systems, Inc. reported the results of its 2024 Annual Meeting of Shareholders held on August 8, 2024. All proposals, including director elections, executive compensation (Say-on-Pay), and the ratification of BDO USA, P.C. as independent auditors, were approved by significant majorities.
📋 Key Facts
- Annual Meeting held on August 8, 2024.
- 71% of all votes were represented in person or by proxy.
- Three Class II directors (Ellen B. Richstone, Richard A. Shapiro, and Heather L. Wishart-Smith) elected with >90% of votes cast.
- Executive compensation approved via Say-on-Pay with 88% 'For' votes.
- BDO USA, P.C. ratified as independent public accountants for fiscal year 2025 with over 99% approval.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal year ended June 30, 2024.
📋 Key Facts
- Report date: August 7, 2024
- Reporting period: Fiscal 2025 year ended June 30, 2024
- The filing includes a press release (Exhibit 99.1) detailing quarterly financial results.
- Company is listed on the NASDAQ Capital Market under ticker OESX.
Orion Energy Systems, Inc. has regained compliance with Nasdaq's Bid Price Rule (Rule 5550(a)(2)) after its stock maintained a minimum bid price of $1.00 for ten consecutive business days.
🚩 Red Flags
- History of non-compliance with Nasdaq minimum bid price requirements (fell out of compliance in April 2024).
📋 Key Facts
- Nasdaq notified the Company on June 18, 2024, that it has regained compliance with Listing Rule 5550(a)(2).
- The stock maintained a closing bid price of at least $1.00 per share for ten consecutive business days from June 3, 2024, to June 17, 2024.
- The company had previously fallen out of compliance on April 5, 2024.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal year ended March 31, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly financial results (Item 2.02).
- Reporting period: Fiscal year ended March 31, 2024.
- The company furnished its press release as Exhibit 99.1.
Orion Energy Systems, Inc. issued a press release providing preliminary unaudited revenue results for the fiscal 2024 fourth quarter and full year ended March 31, 2024.
📋 Key Facts
- Report date: May 16, 2024
- Reporting period: Fiscal 2024 Q4 and Full Year ended March 31, 2024
- Nature of information: Preliminary unaudited revenue results
- The company issued a press release (Exhibit 99.1) to communicate these financial expectations.
Orion Energy Systems, Inc. entered into Amendment No. 2 to its Loan and Security Agreement with Bank of America, N.A., adding a $3.525 million mortgage loan facility secured by its headquarters. The amendment also expands the definition of eligible receivables to include government receivables.
🚩 Red Flags
- Increased debt load via a new mortgage loan facility.
📋 Key Facts
- Effective date: April 22, 2024.
- Added a $3.525 million mortgage loan facility secured by the company's office headquarters in Manitowoc, Wisconsin.
- Broadened definition of 'receivables' to include government receivables for borrowing base calculations.
- As of March 31, 2024, net available liquidity was $15.3 million ($10.1M borrowing availability + $5.2M cash).
- The amendment increases total net available liquidity by approximately $5.1 million (comprised of $3.525M mortgage proceeds and $1.6M in borrowing base enhancements).
Orion Energy Systems, Inc. received a notification from Nasdaq stating it is non-compliant with the minimum $1.00 bid price requirement. The company has 180 days to regain compliance or may need to implement a reverse stock split.
🚩 Red Flags
- Delisting notice for failing to meet minimum bid price requirements.
- History of compliance issues: The company previously received a similar notification on December 21, 2023.
- Potential for an imminent reverse stock split to avoid delisting.
📋 Key Facts
- Received Nasdaq Notification Letter on April 5, 2024, regarding violation of Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).
- The deficiency is based on the closing bid price being below $1.00 for 30 consecutive business days prior to the notice.
- Company has until October 2, 2024, to regain compliance by maintaining a $1.00 minimum bid price for 10 consecutive business days.
- A second 180-day compliance period may be available if the company implements a reverse stock split to meet listing criteria.
- Company reported 28% year-over-year growth in fiscal 2024 Q3 and expects FY2024 revenue between $90M-$95M.
Orion Energy Systems, Inc. filed an 8-K to announce its quarterly financial results for the fiscal year ended December 31, 2023. The filing serves as a formal notification of the release of earnings data via press release.
📋 Key Facts
- Report date: February 7, 2024
- Reporting period: Fiscal 2023 year ended December 31, 2023
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Orion Energy Systems, Inc. has regained compliance with the Nasdaq Bid Price Rule (5550(a)(2)) after its stock maintained a minimum bid price of $1.00 for ten consecutive business days.
🚩 Red Flags
- Historical non-compliance with the Nasdaq Bid Price Rule indicates significant recent volatility or downward pressure on the stock price.
📋 Key Facts
- Nasdaq notified the Company on January 26, 2024, that it regained compliance with Listing Rule 5550(a)(2).
- The company had previously fallen out of compliance on December 21, 2023.
- Compliance was achieved by maintaining a closing bid price at or above $1.00 per share for ten consecutive business days (January 11, 2024, to January 25, 2024).
Orion Energy Systems, Inc. issued a press release providing preliminary unaudited revenue results for the third quarter of fiscal 2024 and an outlook for the full fiscal year ending March 31, 2024.
📋 Key Facts
- Report date: January 18, 2024
- Reporting period: Fiscal 2024 third quarter ended December 31, 2023
- Content: Preliminary unaudited revenue results and fiscal year outlook
- Fiscal year end: March 31, 2024