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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 7.01. | Regulation FD Disclosure. |
On January 5, 2022, Orion Energy Systems, Inc. (the “Company”) issued a press release announcing the Stay-Lite Acquisition, as defined and described under Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
Effective on January 1, 2022, the Company acquired all of the issued and outstanding capital stock of Stay-Lite Lighting, Inc. (“Stay-Lite Lighting”), a nationwide lighting and electrical maintenance service provider, for a cash purchase price of $3.7 million, subject to normal and customary closing adjustments (the “Stay-Lite Acquisition”). In addition, depending upon the relative gross profit growth of Stay-Lite Lighting’s legacy business over the next two calendar years, the Company could pay up to an additional $700,000 in earn-out related purchase price.
| Item 9.01(d) | Financial Statements and Exhibits. |
| Exhibit 99.1 | Press Release of Orion Energy Systems, Inc., dated January 5, 2022 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: January 5, 2022 | By: | /s/ J. Per Brodin | ||||
| J. Per Brodin | ||||||
| Chief Financial Officer | ||||||
