[Form 4] Orion Energy Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 30 June 2025 Akari Therapeutics plc (AKTX) filed an 8-K summarizing the voting outcomes of its 2025 Annual General Meeting.

• Equity Incentive Plan: Shareholders increased the 2023 plan pool by 11.026 billion ordinary shares (5.513 million ADSs), raising the total to 19.806 billion shares (9.903 million ADSs). This equates to potential dilution of roughly 17 % relative to the 65.2 billion shares entitled to vote.
• Director Compensation: A one-time grant of options over 1.35 million ADSs (2.7 billion shares, 4.2 % of current capital) to six directors was approved.
• Board & Governance: All seven Class A directors were re-elected. FY-2024 financial statements and the remuneration report received advisory approval. BDO USA, P.C. and HaysMac LLP were confirmed as U.S. and U.K. auditors, respectively.
• Capital Authority: A general authority to allot up to USD 20 million nominal value of new shares and a five-year waiver of pre-emption rights were passed, providing management flexibility for equity financing.

All resolutions passed by wide margins, signalling strong shareholder support. The filing contains no new operating or earnings figures; the principal takeaway is the expanded capacity for equity issuance and compensation grants, which could dilute existing holders if fully utilized.

Positive

• All 15 resolutions passed, reflecting strong shareholder confidence in management and corporate strategy.
• Re-election of directors and auditor confirmations maintain continuity and governance stability.

Negative

• Increase of 11.0 billion ordinary shares for equity incentives represents potential dilution of roughly 17 % of current share count.
• Authority to allot additional shares without pre-emption rights heightens future financing dilution risk for existing shareholders.

Insights

Corporate Governance Specialist

TL;DR – Governance stable; shareholders endorse board and plans, but equity pool enlarged.

Shareholders approved every proposal, including director re-elections, auditor appointments and remuneration items, indicating confidence in the board. The expanded equity incentive pool and new allotment authority align compensation and financing tools with strategic flexibility, yet remain within typical U.K. corporate practice because future issuances still require board action and market disclosure. From a governance perspective, the meeting reinforces continuity and transparency, earning a neutral stance on impact.

Equity Analyst

TL;DR – Potential dilution rises ~17 %; near-term neutral, longer-term pressure possible.

The 11 billion-share increase to the incentive plan plus option grants gives management headroom equivalent to about one-sixth of current outstanding shares. Combined with a USD 20 million allotment mandate and pre-emption waiver, Akari now has ample room to raise equity or fund stock-based compensation. While no shares are issued today, the expanded capacity could weigh on valuation multiples if exercised, particularly for a micro-cap biotech where dilution has historically been a key risk. Absence of fresh clinical or financial catalysts in the filing keeps the immediate market impact muted, but investors should monitor subsequent share issuances closely.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RICHSTONE ELLEN B

(Last) (First) (Middle)

2210 WOODLAND DRIVE

(Street)

MANITOWOC WI 54220

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORION ENERGY SYSTEMS, INC. [ OESX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A(1)		20,000	A	$0	333,658	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock granted to the reporting person under the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan. The restricted stock vests and becomes exercisable with respect to 1/3 of the restricted stock on each of July 1, 2026, 2027 and 2028, respectively.

	/s/ Steven R. Barth, Attorney-in-Fact for Ellen B. Richstone	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many additional shares did Akari Therapeutics (AKTX) add to its 2023 Equity Incentive Plan?

11,026,000,000 ordinary shares (5,513,000 ADSs) were added, raising the pool to 19.806 billion shares.

What is the potential dilution from the newly approved equity pool relative to current shares outstanding?

Approximately 17 % of the 65.23 billion ordinary shares entitled to vote at the AGM.

Were all director nominees for Akari Therapeutics re-elected at the 2025 AGM?

Yes. All seven Class A directors received majority support and were re-elected.

Which firms will audit Akari Therapeutics in 2025?

BDO USA, P.C. (U.S. registered) and HaysMac LLP (U.K. statutory) were ratified as auditors.

Did Akari shareholders approve the authority to issue new shares without pre-emption rights?

Yes. A special resolution empowers the board for five years to issue equity for cash without applying pre-emption rights.

What stock option awards for directors were approved at the AGM?

One-time options over 1,350,000 ADSs (2.7 billion shares, 4.2 % of capital) vesting between 2025 and 2027.