ORION ENERGY SYSTEMS, INC. 8-K

What Happened

• Orion Energy Systems, Inc. announced an underwritten public offering under an Underwriting Agreement dated January 29, 2026 with Craig‑Hallum Capital Group LLC. The company sold 500,000 shares of common stock and the offering closed on February 2, 2026. Net proceeds to the company were approximately $6.4 million after underwriting discounts, commissions and offering expenses. The offering was made under the company’s effective shelf registration statement (Form S‑3).

Key Details

• Shares sold: 500,000 shares of common stock.
• Dates: Underwriting Agreement signed Jan 29, 2026; offering closed Feb 2, 2026.
• Net proceeds: Approximately $6.4 million after fees and expenses.
• Use of proceeds: Primarily to reduce amounts outstanding under the company’s existing credit agreement; remainder for working capital and general corporate purposes.
• Lock-up: The company (and its directors and executive officers subject to separate lock‑up agreements) agreed not to sell or transfer securities for 90 days after Feb 2, 2026, except as permitted by the underwriter.

Why It Matters

• The offering provides Orion with cash to pay down debt and support operations, which can affect near‑term liquidity and interest costs. The 90‑day lock‑up limits insider share sales in the short term, reducing immediate insider dilution pressure. Investors should note the incremental share issuance and review the company’s updated share count and cash/debt position when assessing valuation and near‑term financial outlook.