8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	01-33887	39-1847269
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
2210 Woodland Drive,<br> <br>Manitowoc, Wisconsin	54220
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(Address of principal executive offices)	(Zip Code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common stock, no par value	OESX	The Nasdaq Stock Market LLC (NASDAQ Capital Market)

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. ☐

Item 3.03	Material Modification to Rights of Security Holders.

As previously disclosed on a Current Report on Form 8-K filed by Orion Energy Systems, Inc. (the “Company”) on August 8, 2025, the Company held its 2025 Annual Meeting of Shareholders on August 7, 2025 (the “2025 Annual Meeting”) and, at the 2025 Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to effect a reverse stock split of the Company’s common stock, no par value per share (the “common stock”), at a ratio ranging from 1:2 to 1:100 (the “Reverse Stock Split”), with the final decision as to whether to proceed with the Reverse Stock Split and the exact ratio of the Reverse Stock Split to be determined by our board of directors (the “Board”), in its sole discretion, following such approval, at any time prior to the 2026 annual meeting of shareholders.

The Board subsequently approved effecting the Reverse Stock Split, effective August 22, 2025, and fixed a ratio for the Reverse Stock Split at a ratio of 1:10. On August 19, 2025, the Company filed the Amendment to the Articles of Incorporation attached hereto as Exhibit 3.1 with the Wisconsin Department of Financial Institutions. The Amendment will effect the Reverse Stock Split at a ratio of 1:10 effective as of 12:01 a.m., Central Time, on August 22, 2025 (the “Effective Time”).

As of the date of this Current Report on Form 8-K, the Company had approximately 35.2 million shares of common stock issued and outstanding. As a result of the Reverse Stock Split, every ten (10) shares of common stock will be automatically combined into one share of common stock, and the number of authorized shares of common stock will be reduced proportionally from 200,000,000 to 20,000,000. No fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of common stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of common stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the common stock on The Nasdaq Capital Market on the date that is immediately prior to the Effective Time and the amount of the fractional share.

All outstanding options, restricted stock, performance shares, and similar securities entitling their holders to receive or purchase shares of common stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security. The Reverse Stock Split will not reduce the number of authorized shares of preferred stock of the Company and will not change the par value of the common stock or the preferred stock.

For more information about the Reverse Stock Split, see the definitive proxy statement for the 2025 Annual Meeting filed by the Company with the Securities and Exchange Commission on July 7, 2025, the relevant portions of which are incorporated herein by reference (the “2025 Proxy Statement”). The description of the Amendment in the 2025 Proxy Statement and in this Current Report on Form 8-K are both qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

On August 19, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.
Exhibit 3.1	Articles of Amendment to Amended and Restated Articles of Incorporation of the Company, effective August 22, 2025.
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Exhibit 99.1	Press Release issued August 19, 2025.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	ORION ENERGY SYSTEMS, INC.
Date: August 19, 2025	By:	/s/ J. Per Brodin
		J. Per Brodin
		Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDMENT TO

AMENDEDAND RESTATED ARTICLES OF INCORPORATION

of

ORION ENERGY SYSTEMS, INC.

SALLY A. WASHLOW, Chief Executive Officer of Orion Energy Systems, Inc., a corporation organized and existing under the Wisconsin Business Corporation Law (the “Company”), in accordance with the provisions of Section 180.1003 thereof,DOES HEREBY CERTIFY:

1.	That, on May 29, 2025, in accordance with Section 180.1003 of the Wisconsin Business Corporation Law,<br>the Board of Directors of the Company adopted a resolution authorizing a reverse stock split.
2.	That, on August 7, 2025, in accordance with Section 180.1003 of the Wisconsin Business Corporation<br>Law, the requisite majority of the shareholders of the Company that cast a vote approved the resolution adopted by the Board of Directors authorizing a reverse stock split.
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3.	That said resolution of the Board of Directors of the Company authorizing the reverse stock split provides that<br>the first sentence of Article IV of the Company’s Amended and Restated Articles of Incorporation shall be amended and restated by the following text:
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“Effective as of 12:01 a.m. on August 22, 2025 (the “Effective Time”), the shares of Common Stock issued and held in treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each ten (10) shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Common Stock on the applicable national listing exchange on the date that is immediately prior to the Effective Time and the amount of the fractional share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.

Immediately after the Effective Time, the total number of shares of all classes of capital stock which the Corporation shall have authority to issue is fifty million (50,000,000) shares, consisting of: (i) twenty million (20,000,000) shares of a class designated as “Common Stock,” with no par value per share; and (ii) thirty million (30,000,000) shares of a class designated as “Preferred Stock,” with a par value of one cent ($.01) per share.”

4.	That in accordance with Section 180.0123 of the Wisconsin Business Corporation Law these Articles of<br>Amendment shall be effective at 12:01 a.m. on August 22, 2025.

IN WITNESS WHEREOF, I have executed and subscribed these Articles of Amendment on behalf of the Company and do affirm the foregoing as true this 19th day of August, 2025.

Orion Energy Systems, Inc.
By:	/s/ Sally A. Washlow
Sally A. Washlow
Chief Executive Officer

This document wasdrafted by, and should be returned to, Attorney Garrett F. Bishop of

Foley & Lardner LLP, 777 East Wisconsin Avenue,Milwaukee, Wisconsin 53202.

EX-99.1

Exhibit 99.1

ORION ENERGY SYSTEMS, INC. ANNOUNCES 1-FOR-10 REVERSE STOCKSPLIT

MANITOWOC, WI – August 19, 2025: Orion Energy Systems, Inc. (NASDAQ: OESX) (Orion Lighting), a provider of energy-efficient LED lighting, electric vehicle charging station and maintenance service solutions, announced today that its Board of Directors and shareholders approved a 1-for-10 reverse stock split of the Company’s common stock, no par value per share, which will be effective at 12:01 a.m., Central Time, on August 22, 2025 (the “Reverse Stock Split”). Orion’s common stock will continue to be traded on The Nasdaq Capital Market on a split-adjusted basis beginning on August 22, 2025, under the Company’s existing trading symbol “OESX.”

The Reverse Stock Split is intended to increase the bid price of the Company’s common stock so that Orion can regain compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market. The new CUSIP number following the Reverse Stock Split will be 686275 207. The Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Wisconsin Department of Financial Institutions on August 19, 2025 to effect the Reverse Stock Split.

The Reverse Stock Split will affect all shareholders uniformly and will not alter any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in that shareholder owning a fractional share as described in more detail below.

The Reverse Stock Split will reduce the number of shares of common stock issued and outstanding from approximately 35.2 million to approximately 3.5 million. The total number of authorized shares of common stock will also be reduced proportionally from 200,000,000 to 20,000,000. No fractional shares will be issued in connection with the Reverse Stock Split. In lieu, thereof, each shareholder who would be entitled to receive a fractional share will be entitled to receive a cash payment equal to the product of the closing price on the day immediately prior to effectiveness of the Reverse Stock Split and the amount of the fractional share.

The Reverse Stock Split will also result in proportional adjustments being made to all outstanding options, restricted stock, performance shares, or similar securities entitling their holders to receive or purchase shares of our common stock.

Equinity Trust Company, LLC (“EQ”), the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split. EQ will provide instructions to any shareholders with physical stock certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form.” Shares held by shareholders in “street name” will have their accounts automatically credited by their brokerage form, bank or other nominee, as will any shareholders who held their shares in book-entry form at EQ.

About Orion Energy Systems  (www.orionlighting.com)

Orion provides energy efficiency and clean tech solutions, including LED lighting and controls, electrical vehicle (EV) charging solutions, and maintenance services. Orion specializes in turnkey design-through-installation solutions for large national customers, as well as projects through ESCO and distribution partners, with a commitment to helping customers achieve their business and environmental goals with healthy, safe and sustainable solutions that reduce their carbon footprint and enhance business performance.

Orion is committed to operating responsibly throughout all areas of our organization. Learn more about our Sustainability and Governance priorities, goals and progress here or visit our website at www.orionlighting.com.

Safe HarborStatement

Certain matters discussed in this 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 identified as 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 our ability to maintain the listing of our common stock on the Nasdaq Capital Market, 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 limited to, the risks described in our filings with the Securities and Exchange Commission.

Shareholders, potential investors and other readers are urged to 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 of this press 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 about factors 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 our Website. 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.

Engage with Us

X: @OrionLighting and @OrionLightingIR

StockTwits: @OESX_IR

Investor Relations Contacts
Per Brodin, CFO	William Jones; David Collins
Orion Energy Systems, Inc.	Catalyst IR
pbrodin@oesx.com	(212) 924-9800 or oesx@catalyst-ir.com