Orion Energy Systems (NASDAQ: OESX) secures Nasdaq listing by regaining minimum bid compliance

Rhea-AI Filing Summary

Orion Energy Systems, Inc. reports that it has regained compliance with Nasdaq’s minimum bid price listing requirement. The company previously fell below the $1.00 per share minimum bid price for 30 consecutive trading days and was given until March 19, 2025, and then an additional extension to September 15, 2025, to cure the deficiency.

To address this, Orion implemented a 1-for-10 reverse stock split of its common stock, effective at the opening of trading on August 22, 2025. As a result of the reverse split’s effect on the share price, Nasdaq staff notified Orion on September 8, 2025 that it has regained compliance with the Minimum Bid Price Rule and will continue to be listed on the Nasdaq Capital Market.

Positive

• Regains Nasdaq compliance and preserves listing: After a period of non-compliance with Nasdaq’s $1.00 minimum bid price rule, Orion received confirmation on September 8, 2025 that it again meets all applicable listing standards and will remain on the Nasdaq Capital Market, removing near-term delisting risk.

Negative

• None.

Insights

Equity markets and listing standards analyst

Orion avoids Nasdaq delisting risk by regaining minimum bid compliance through a reverse split.

Orion Energy Systems fell out of compliance with Nasdaq’s Minimum Bid Price Rule after its stock traded below $1.00 for 30 consecutive days. Nasdaq granted two 180-day grace periods, extending the deadline to September 15, 2025, giving the company time to restore its share price above the threshold.

To resolve the issue, Orion executed a 1-for-10 reverse stock split effective at the open on August 22, 2025, mechanically lifting the per-share price. Following this corporate action, Nasdaq staff notified Orion on September 8, 2025 that it again meets the minimum bid requirement and all applicable listing standards.

Maintaining a Nasdaq Capital Market listing keeps Orion’s shares on a major exchange, which can be important for liquidity and for investors that require exchange-listed securities. Future company filings may provide more detail on how the reverse split and continued listing status interact with Orion’s longer-term capital markets strategy.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

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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): September 8, 2025

ORION ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin		01-33887		39-1847269
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2210 Woodland Drive, Manitowoc, Wisconsin		54220
(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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on September 20, 2024, Orion Energy Systems, Inc. (the “Company”) received written notice from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) for continued listing on The Nasdaq Capital Market, as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive trading days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until March 19, 2025, to regain compliance with the Minimum Bid Price Rule. The Company did not achieve compliance with the Minimum Bid Price Rule by March 19, 2025. Accordingly, the Company requested and on March 20, 2025 was granted an additional 180 calendar days, or until September 15, 2025 to regain compliance with the Minimum Bid Price Rule.

As previously disclosed, in order to regain compliance with the Minimum Bid Price Rule, on August 19, 2025, the Company filed an amendment to its Amended and Restated Articles of Incorporation, effecting a 1-for-10 reverse stock split of its common stock effective as of the opening of trading on August 22, 2025.

As a result of the effect of Company’s reverse stock split, on September 8, 2025, the Company received a written notification from the Staff indicating that the Company has regained compliance with the Minimum Bid Price Rule. Consequently, the Company is now in compliance with all applicable listing standards of, and will continue to be listed on, the Nasdaq Capital Market.

2

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: September 8, 2025				By:		/s/ J. Per Brodin
						J. Per Brodin
						Chief Financial Officer

FAQ

What did Orion Energy Systems (OESX) announce in this 8-K?

Orion Energy Systems announced that, as of September 8, 2025, it received written notice from Nasdaq staff that it has regained compliance with the minimum bid price requirement and will continue to be listed on the Nasdaq Capital Market.

Why was Orion Energy Systems previously out of compliance with Nasdaq rules?

The company’s common stock closed below $1.00 per share for 30 consecutive trading days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price for continued listing on the Nasdaq Capital Market.

How did Orion Energy Systems regain compliance with the minimum bid price rule?

Orion regained compliance by effecting a 1-for-10 reverse stock split of its common stock, which became effective at the opening of trading on August 22, 2025, increasing the per-share trading price.

What grace periods did Nasdaq give Orion Energy Systems to fix the bid price issue?

Nasdaq first granted Orion 180 days, until March 19, 2025, to regain compliance. When it did not do so by that date, Orion requested and received a second 180-day extension, moving the deadline to September 15, 2025.

What does continued listing on the Nasdaq Capital Market mean for OESX shareholders?

Continued listing means Orion’s shares remain traded on the Nasdaq Capital Market, which can help support trading liquidity and maintain eligibility for investors or funds that require holdings in exchange-listed securities.

Did the reverse stock split itself cause Orion to regain Nasdaq compliance?

The 1-for-10 reverse stock split was the corporate action Orion implemented on August 22, 2025. Nasdaq staff later confirmed on September 8, 2025 that, as a result of the reverse split’s effect on the share price, the company again met the minimum bid requirement.