Orion Energy Systems (NASDAQ: OESX) stock sale to reduce debt load

Rhea-AI Filing Summary

Orion Energy Systems, Inc. entered into an underwriting agreement with Craig-Hallum Capital Group LLC and sold 500,000 shares of its common stock in an underwritten offering. The transaction closed on February 2, 2026, and generated approximately $6.4 million in net proceeds for the company after fees and expenses.

Orion plans to use most of the cash to reduce amounts outstanding under its existing credit agreement, with the remaining funds allocated to working capital and general corporate purposes. The offering was conducted as a takedown from Orion’s previously effective shelf registration statement on Form S-3.

Under the agreement and related lock-up arrangements, Orion and all of its directors and executive officers agreed not to sell or transfer company securities for 90 days after February 2, 2026, unless the underwriter consents. The filing also references customary indemnification, closing conditions, and legal opinions related to the share issuance.

Insights

Equity Capital Markets Analyst

Orion raises $6.4M via equity to pay down debt and fund operations.

Orion Energy Systems completed an underwritten sale of 500,000 common shares, producing net proceeds of approximately $6.4 million. The deal was executed through Craig-Hallum Capital Group LLC using an already effective Form S-3 shelf registration, which streamlines issuance but does not change terms by itself.

The company states it will use the bulk of the cash to reduce amounts outstanding under its existing credit agreement and apply the balance to working capital and general corporate purposes. Paying down debt can lower interest expense, while added liquidity supports day-to-day operations.

Orion and all directors and executive officers agreed to a 90-day lock-up after February 2, 2026, limiting additional share sales without underwriter consent. This restricts near-term supply of stock from insiders, while the actual impact of the new shares depends on the company’s future performance and further disclosures.

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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): January 29, 2026

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 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On January 29, 2026, Orion Energy Systems, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to sell 500,000 shares (the “Shares”) of the Company’s common stock, no par value per share (“Common Stock”), less underwriting discounts and commissions.

The Offering closed on February 2, 2026. The net proceeds to the Company from the Offering were approximately $6.4 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for reducing amounts outstanding under its existing credit agreement, with the remainder to be used for working capital and general corporate purposes.

The Offering was made pursuant to a preliminary prospectus supplement filed on January 29, 2026, a final prospectus supplement dated January 29, 2026 and the Company’s existing effective shelf registration statement on Form S-3 (Registration No. 333-270197) as filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2023, and declared effective by the Commission on March 10, 2023.

The Underwriting Agreement contains customary fees, representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, the Company, pursuant to the Underwriting Agreement, and all of the Company’s directors and executive officers, pursuant to certain lock-up agreements, also agreed to not sell or transfer any securities of the Company for 90 days after February 2, 2026, without first obtaining the consent of the Underwriter.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the Underwriting Agreement, which is incorporated herein by reference and is attached hereto as Exhibit 1.1.

The legal opinion of Foley & Lardner LLP regarding the issuance and sale of the Shares is attached hereto as Exhibit 5.1.

Item 7.01 Regulation FD Disclosure

On January 29, 2026, the Company issued a press release announcing that it had commenced the offering and on January 30, 2026, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are filed as Exhibits 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement dated as of January 29, 2026, between Orion Energy Systems, Inc. and Craig-Hallum Capital Group LLC.
5.1		Opinion of Foley & Lardner LLP regarding the validity of the Shares.
23.1		Consent of Foley & Lardner (included in Exhibit 5.1).
99.1		Press release dated January 29, 2026, announcing launch of the offering.
99.2		Press release dated January 30, 2026, announcing pricing of the offering.
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: February 2, 2026				By:		/s/ J. Per Brodin
						J. Per Brodin
						Executive Vice President and Chief Financial Officer

FAQ

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

Orion Energy Systems announced it entered an underwriting agreement and sold 500,000 shares of common stock. The completed offering generated approximately $6.4 million in net proceeds, providing new capital the company plans to use for debt reduction, working capital, and general corporate purposes.

How much capital did Orion Energy Systems (OESX) raise and from what size stock offering?

Orion raised approximately $6.4 million in net proceeds from an underwritten sale of 500,000 shares of its common stock. Net proceeds reflect the amount after underwriting discounts, commissions, and other offering expenses payable by the company.

How will Orion Energy Systems (OESX) use the $6.4 million in net proceeds?

Orion plans to use most of the approximately $6.4 million in net proceeds to reduce amounts outstanding under its existing credit agreement. The remaining funds will be allocated to working capital and general corporate purposes, supporting ongoing operational and financial needs.

What lock-up restrictions apply to Orion Energy Systems (OESX) and its insiders after the offering?

Subject to certain exceptions, Orion and all its directors and executive officers agreed not to sell or transfer company securities for 90 days after February 2, 2026 without the underwriter’s consent. This lock-up arrangement is intended to limit additional share sales in the near term.

Under what registration statement was the Orion Energy Systems (OESX) offering conducted?

The offering was conducted under Orion’s effective shelf registration statement on Form S-3, Registration No. 333-270197. That shelf was filed on March 1, 2023 and declared effective on March 10, 2023, allowing Orion to issue securities more efficiently.

Who acted as underwriter for the Orion Energy Systems (OESX) stock offering?

Craig-Hallum Capital Group LLC served as the sole underwriter for the 500,000-share common stock offering. Orion entered into a customary underwriting agreement with Craig-Hallum that included standard fees, representations, warranties, closing conditions, and indemnification provisions.