8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date ofReport (Date of earliest event reported):    April 21, 2021

ORION ENERGYSYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (920)892-9340

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On April 21, 2021, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing that it has secured follow-on orders from two of its major retail customers and that it achieved revenues of approximately $117 million for its fiscal year ended March 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

On April 21, 2021, the Company announced that it achieved revenues of approximately $117 million for its fiscal year ended March 31, 2021. The Company also announced that it has secured $16.4 million in follow-on orders from two of its major retail customers. First, the Company received a contract extension from its large national retail customer totaling approximately $14.9 million, which it expects to complete during the first three quarters of fiscal year 2022. Second, the Company received an additional award of approximately $1.5 million from its large national specialty retail customer and expects to complete this work during the first and second quarters of fiscal year 2022. The estimated amount and timing of these projects is subject to uncertainty related to the COVID-19 pandemic and related business and other economic impacts.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

LED Lighting, Controls Provider Orion Secures $16.4M in Follow-OnNational Account

Orders, Underscoring Outlook for Approximately 30% Revenue Growth in FY 2022

Manitowoc, WI – April 21, 2021 – Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, controls and IoT systems, including turnkey project implementation and ongoing system maintenance and program management, today announced it has secured $16.4M in follow-on orders from two of its major retail customers.

First, Orion received a contract extension from its large national retail customer totaling approximately $14.9M, which it expects to complete during the first three quarters of fiscal 2022 (FY’22). Second, Orion received an additional award of approximately $1.5M from its large national specialty retail customer and expects to complete this work during the first and second quarters of FY’22. The estimated timing of these projects is subject to uncertainty related to the COVID-19 pandemic and related business and other economic impacts.

The turnkey retrofit projects include installation of LED lighting fixtures and state-of-the art IoT control integration, to deliver enhanced functionality and data gathering capabilities, designed to help facility managers enhance operating performance. Contract services include initial energy audits, project engineering, custom fixture design, fixture manufacturing, IoT system commissioning and installation, and full project management through installation at customer locations.

Orion CEO Mike Altschaefl commented, “We are pleased to have received these contract extensions as they demonstrate the confidence we have earned with these customers that we have the capability to successfully execute on large projects with national scope. We believe these projects and others we have underway will propel us to achieve our previously stated objective of generating at least $150M in revenue in FY’22. We are also pleased with the momentum we were able to regain in fiscal 2021, following the disruptions caused by the COVID-19 pandemic, which enabled us to achieve revenues of approximately $117M for the fiscal year.”

About Orion Energy Systems

Orion provides energy-efficient LED lighting systems and turnkey project implementation including installation and commissioning of fixtures, controls and IoT systems, as well as ongoing system maintenance and program management. We help our customers achieve energy savings with healthy, safe and sustainable solutions, enabling them to reduce their carbon footprint and digitize their business.

Safe Harbor Statement

Certain matters discussed inthis press release, are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identifiedas such because the context of such statements will include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”“potential,” “predict,” “project,” “should,” “will,” “would” or words of similar import. Similarly, statements that describe our future plans, objectives or goals, including businessrelationships with government customers, are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected including, but not limitedto, the risks described in our filings with the Securities and Exchange Commission.

Shareholders, potential investors and other readers are urgedto consider risks and uncertainties carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date ofthis press

1

release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information aboutfactors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at http://www.sec.gov or at http://investor.oriones.com/ in the Investor Relations section of ourWebsite. Except as required by applicable law, we assume no obligation to update any forward-looking statements publicly or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements,even if new information becomes available in the future.

Twitter:  @OrionLighting and @OrionLightingIR

StockTwits:@Orion_LED_IR

Investor Relations Contacts

2