---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-230223"
form_type: "8-K"
ticker: "OESX"
cik: "0001409375"
company_name: "ORION ENERGY SYSTEMS, INC."
filed_at: "2025-10-03T23:59:59+00:00"
generated_at: "2026-05-17T04:43:50.066211+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Orion Energy restructures Voltrek earnout into senior subordinated loan of up to $3M

## Summary
- Paid $875k cash to Final Frontier in full settlement of FY2024 earnout; issued $1M in stock for FY2025 earnout.
- Remaining earnout amount (up to $3M) deferred via senior subordinated loan due July 2027, 7% interest.
- Monthly principal payments: $25k starting Jan 2026, increasing to $50k from Jul 2026.
- Security interest granted to Final Frontier on substantially all assets, subordinated to Bank of America senior facilities.
- Final Frontier and Kathleen Connors entered support agreement and board observer rights until loan repayment.

## SEC filing metadata
- accession: 0001193125-25-230223
- form_type: 8-K
- ticker: OESX
- cik: 0001409375
- company_name: ORION ENERGY SYSTEMS, INC.
- filed_at: 2025-10-03T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1409375/000119312525230223/0001193125-25-230223-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1409375/000119312525230223/oesx-20250930.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-230223
- JSON: https://secwatch.observer/filing/0001193125-25-230223.json
- Plain text: https://secwatch.observer/filing/0001193125-25-230223.txt

## Key facts
- Debt Financings
  ORION ENERGY SYSTEMS, INC. incurred senior notes of up to $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount with Final Frontier, LLC at at the annual rate of 7% maturing July 15, 2027.
  - Instrument: senior notes
  - Principal: up to $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount
  - Counterparty: Final Frontier, LLC
  - Rate: at the annual rate of 7%
  - Maturity: July 15, 2027
  - Event: incurrence
  source text: and the Company Subsidiaries in favor of Final Frontier and consented to the Remaining Earnout Amount evidenced by the Subordinated Loan Agreement in (a) a maximum amount of up $3.0 million following the final determination in binding arbitration of the Remaining Earnout Amount or (b) such higher amount as consented to in writing by Bank of America promptly
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409375/000119312525230223/0001193125-25-230223-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.