Orion Energy Systems Files 8-K on New Agreements

TL;DR

OESX filed an 8-K for new material agreements and financial obligations as of Sept 30, 2025.

AI Summary

Orion Energy Systems, Inc. filed an 8-K on October 3, 2025, reporting a material definitive agreement and a direct financial obligation entered into on September 30, 2025. The filing also includes financial statements and exhibits. The company is incorporated in Wisconsin and its principal executive offices are located in Manitowoc.

Why It Matters

This 8-K filing indicates Orion Energy Systems has entered into new material agreements and financial obligations, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement and a direct financial obligation suggests significant business developments that could carry inherent risks.

Key Numbers

• 001-33887 — SEC File Number (Identifies the company's filing history with the SEC.)
• 39-1847269 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ORION ENERGY SYSTEMS, INC. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 3, 2025 (date) — Filing Date
• Wisconsin (location) — State of Incorporation
• Manitowoc, Wisconsin (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $500,000 — , 2025, the Company paid Final Frontier $500,000, and on September 2, 2025 the Company p
• $375,000 — 2, 2025 the Company paid an additional $375,000, in full and final payment of its fisca
• $1.0 million — t, on July 16, 2025, the Company issued $1.0 million in common stock of the Company, constit
• $25,000 b — tier on the Senior Subordinated Note of $25,000 beginning on January 15, 2026, which will
• $50,000 — anuary 15, 2026, which will increase to $50,000 on July 15, 2026 through the maturity d
• $3.0 million — Agreement in (a) a maximum amount of up $3.0 million following the final determination in bi

Filing Documents

• oesx-20250930.htm (8-K) — 78KB
• oesx-ex10_1.htm (EX-10.1) — 88KB
• oesx-ex10_2.htm (EX-10.2) — 231KB
• oesx-ex10_3.htm (EX-10.3) — 16KB
• oesx-ex10_4.htm (EX-10.4) — 70KB
• oesx-ex10_5.htm (EX-10.5) — 231KB
• oesx-ex10_6.htm (EX-10.6) — 92KB
• oesx-ex10_7.htm (EX-10.7) — 24KB
• oesx-ex10_8.htm (EX-10.8) — 66KB
• 0001193125-25-230223.txt ( ) — 1125KB
• oesx-20250930.xsd (EX-101.SCH) — 24KB
• oesx-20250930_htm.xml (XML) — 5KB

01

Item 1.01 . Entry into a Material Definitive Agreement. The information included, or incorporated by reference, in Item 2.03 below, is incorporated by reference into this Item 1.01.

03

Item 2.03 . Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously disclosed, on June 23, 2025, Orion Energy Systems, Inc. (the "Company") entered into a binding term sheet (as subsequently amended, the "Term Sheet") with Final Frontier, LLC ("Final Frontier") and its owner Kathleen Connors, the prior owner of Voltrek, LLC ("Voltrek"), with respect to the Company's remaining earnout obligations owed to Final Frontier pursuant to its October 5, 2022 acquisition of Voltrek. Pursuant to the Term Sheet, on August 1, 2025, the Company paid Final Frontier $500,000, and on September 2, 2025 the Company paid an additional $375,000, in full and final payment of its fiscal 2024 Voltrek acquisition earnout obligations. Additionally, pursuant to the Term Sheet, on July 16, 2025, the Company issued $1.0 million in common stock of the Company, constituting 1,649,077 shares, to Kathleen Connors in partial payment of the Company's fiscal 2025 and aggregate fiscal 2023 through fiscal 2025 earnout obligations. The Company agreed with Final Frontier to pay the remainder of the finally determined remaining amount of the Company's fiscal 2025 earnout obligations (the "Remaining Earnout Amount") pursuant to the Subordinated Loan Agreement (as defined below). The Company and Final Frontier agreed to submit the final determination of its Remaining Earnout Amount to binding arbitration. Pursuant to the Term Sheet, on September 30, 2025, the Company, as borrower, Great Lakes Energy Technologies, LLC ("Great Lakes"), Clean Energy Solutions, LLC ("Clean Energy"), Orion Asset Management, LLC ("Asset Management"), Orion Technologies Ventures, LLC ("Orion Technology", and together with Voltrek, Clean Energy, Asset Management and Orion Technology, the "Company Subsidiaries") and Voltrek, as guarantors, and Final Frontier, as lender, entered into a senior subordinated loan agreement (the "Subordinated Loan Agreement"),

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits. Exhibit Number Exhibit Title Exhibit 10.1 Term Sheet, dated June 23, 2025, by and between Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors. Exhibit 10.2 Senior Subordinated Loan Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC and Final Frontier, LLC. Exhibit 10.3 Senior Subordinated Note, dated September 30, 2025 by Orion Energy Systems, Inc. in favor of Final Frontier, LLC. Exhibit 10.4 Security Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC and Final Frontier, LLC. Exhibit 10.5 Subordination and Intercreditor Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc, Great Lakes Energy Technologies, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technologies Ventures, LLC, Voltrek, LLC, Final Frontier, LLC and Bank of America, N.A. Exhibit 10.6 Amendment No. 4 to Loan and Security Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc., Great Lakes Energy Solutions, LLC, Clean Energy Solutions, LLC, Orion Asset Management, LLC, Orion Technology Ventures, LLC, Voltrek, LLC and Bank of America, N.A. Exhibit 10.7 Management Support Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc., Final Frontier, LLC and Kathleen Connors. Exhibit 10.8 Board Observer Agreement, dated September 30, 2025, by and among Orion Energy Systems, Inc. and Kathleen Connors. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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: October 3, 2025 By: /s/ J. Per Brodin J. Per Brodin Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR