UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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.
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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 | ||||||