Orion Energy Systems Files $75 Million Universal Shelf Registration Statement

Prior shelf registration statement expired on February 3, 2017

MANITOWOC, Wis.–(BUSINESS WIRE)–Orion Energy Systems, Inc. (NASDAQ: OESX), a leading designer and
manufacturer of high-performance, energy-efficient retrofit lighting
platforms, announced today that it has filed a new universal shelf
registration statement with the U.S. Securities and Exchange
Commission to allow the company to potentially offer an indeterminate
principal amount and number of securities in the future with a proposed
maximum aggregate offering price of up to $75 million.

Similar to Orion’s expired shelf registration statement, under the new
shelf registration statement, the company will continue to have the
flexibility to publicly offer and sell from time to time debt
securities, common stock, preferred stock, warrants and other securities
or any combination of such securities. The company may periodically
offer one or more of these securities in amounts, at prices and on terms
announced if and when the securities are ever offered. The registration
statement also allows for the potential offer and sale of shares by the
company’s directors and executive officers. The specifics of any
potential future offerings, along with the use of proceeds of any such
securities offered by the company, will be described in detail in a
prospectus supplement at the time of any such offering.

John Scribante, Chief Executive Officer of Orion Energy Systems, said,
“We consider this filing to be a continuation of our current governance
practices and a proactive step to support our continued growth by
maintaining our future ability to raise public equity or debt capital to
potentially expand existing businesses, fund potential acquisitions or
invest in other growth opportunities.”

The new shelf registration statement has been filed with the SEC but has
not yet become effective. The securities referred to in this press
release may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of
any such state or jurisdiction.

About Orion Energy Systems

Orion is a leading designer and producer of energy efficient lighting
and retrofit lighting solutions for commercial and industrial buildings.
Orion manufactures and markets connected lighting systems encompassing
LED solid-state lighting and intelligent controls. Orion systems
incorporate patented design elements that deliver significant energy,
efficiency, optical and thermal performance that drive financial,
environmental, and work-space benefits for a wide variety of customers,
including nearly 40% of the Fortune 500.

Safe Harbor Statement

Certain matters discussed in this press release are “forward-looking
statements” intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may generally be identified as such
because the context of such statements will include words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or
words of similar import. Similarly, statements that describe the
Company’s future plans, objectives or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks
and uncertainties that could cause results to differ materially from
those expected, including, but not limited to, the following: (i) our
ability to achieve our expected revenue, gross margin, net income and
EBITDA objectives in fiscal 2017 and beyond; (ii) our ability to achieve
and sustain profitability and positive cash flows; (iii) the
availability of additional debt financing and/or equity capital, and our
limited borrowing capacity under our bank line of credit; (iv) our
development of, and participation in, new product and technology
offerings or applications, including customer acceptance of our new
light emitting diode product lines; (v) deterioration of market
conditions, including our dependence on customers’ capital budgets for
sales of products and services; (vi) our ability to compete and execute
our strategy in a highly competitive and rapidly changing LED market and
our ability to respond successfully to market competition; (vii) our
ability to successfully implement our strategy of focusing on lighting
solutions using new LED technologies in lieu of traditional HIF lighting
upon which our business has historically relied; (viii) adverse
developments with respect to litigation and other legal matters to which
we are subject; (ix) our failure to comply with the covenants in our
revolving credit agreement; (x) increasing duration of customer sales
cycles; (xi) fluctuating quarterly results of operations as we focus on
new LED technologies; (xii) the market acceptance of our products and
services; (xiii) our ability to recruit and hire sales talent to
increase our in-market sales and our ability to pursue an expanded
third-party sales channel through distribution and sales agents; (xiv)
price fluctuations, shortages or interruptions of component supplies and
raw materials used to manufacture our products; (xv) loss of one or more
key customers or suppliers, including key contacts at such customers;
(xvi) our ability to effectively manage our product inventory to provide
our products to customers on a timely basis; (xvii) a reduction in the
price of electricity; (xviii) the cost to comply with, and the effects
of, any current and future government regulations, laws and policies;
(xix) increased competition from government subsidies and utility
incentive programs; (xx) potential warranty claims; and (xxi) the other
risks described in our filings with the SEC. Shareholders, potential
investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The
forward-looking statements made herein are made only as of the date of
this press release and the Company undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future events or otherwise. More detailed information about
factors that may affect our performance may be found in our filings with
the Securities and Exchange Commission, which are available at 
http://www.sec.gov or
at 
http://www.orionlighting.com in
the Investor Relations section of the Company’s Web site.

Contacts

Investor Relations Contact:
Orion Energy Systems, Inc.
Bill
Hull
Chief Financial Officer
(312) 660-3575