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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31 , 2021 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 001-33887 Wisconsin ( State or other jurisdiction of incorporation or organization ) 2210 Woodland Drive , Manitowoc , WI ( Address of principal executive offices ) Orion Energy Systems , Inc. ( Exact name of Registrant as specified in its charter ) Large accelerated filer Non - accelerated filer Title of Each Class Common stock , no par value Common stock purchase rights ( 920 ) 892-9340 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the act : Trading Symbol ( s ) 00 39-1847269 ( I.R.S. Employer Identification No. ) 54220 ( Zip Code ) OESX 8 Indicate by check mark if the Registrant is a well - known seasoned issuer as defined in Rule 405 of the Securities Act . Yes No X Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes No Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC ( NASDAQ Capital Market ) The Nasdaq Stock Market LLC ( NASDAQ Capital Market ) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Securities registered pursuant to Section 12 ( g ) of the act : None Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an " emerging growth company " . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated filer Smaller reporting company Emerging growth company | | □ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes X No Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of shares of the Registrant's common stock held by non - affiliates as of September 30 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter , was approximately $ 189,240,242 . As of May 21 , 2021 , there were 30,806,390 shares of the Registrant's common stock outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement for the 2021 Annual Meeting of Shareholders to be held on August 5 , 2021 are incorporated herein by reference in Part III of this Annual Report on Form 10 - K .