Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Effective April 22, 2024, Orion Energy Systems, Inc. (the "Company"), with Bank of America, N.A. as lender, executed Amendment No. 2 ("Amendment No. 2") to its Loan and Security Agreement dated December 29, 2020 and amended previously on November 4, 2022 (the "LSA"). The primary purpose of Amendment No. 2 was to add a $3.525 million mortgage loan facility to the LSA secured by the Company's office headquarters property in Manitowoc, Wisconsin. Amendment No. 2 also broadened the definition of receivables to encompass government receivables as being eligible to be included in the Company's borrowing base calculation for the purpose of establishing the Company's monthly borrowing availability under the LSA.

As of March 31, 2024, the Company had a net available liquidity position of $15.3 million, comprised of net borrowing availability under the LSA of approximately $10.1 million and $5.2 million of cash, as determined on a preliminary unaudited basis. By entering into Amendment No. 2, the Company has added approximately $5.1 million to its net available liquidity position ($3.525 million in mortgage proceeds and $1.6 million of borrowing base enhancements).

The foregoing description of Amendment No. 2 and the LSA as amended by Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.