ADDED
As of May 30, 2025, there were 33,305,699 shares of the Registrant s common stock outstanding.
Although it is not possible to identify all of these factors, they include, among others, the following: Our existing liquidity and capital resources may not be sufficient to allow us to fund or sustain our working capital requirements or pay our contractual or debt obligations; Our payment of the remaining Voltrek acquisition earn-out obligations may involve either payments in cash or our issuance of our common stock, which could materially affect our liquidity and/or result in significant dilution to our shareholders.
In addition to the $1 million of our common stock issuable on the 14th trading day after the public announcement of our fiscal 2025 financial results, we also have the option to pay up to 20% of the then remaining earn-out obligation at maturity in shares of our outstanding common stock.
Such issuances of our common stock likely will be materially dilutive to our shareholders; The amount of our remaining Voltrek acquisition earn-out obligations will likely be subject to resolution by an independent accounting firm.
Such finally determined earn-out amount may exceed our current accrued liability for such earn-out amount and could materially affect our future liquidity; We may need to raise additional equity capital or subordinated or convertible debt to provide us with additional liquidity and capital resources to help fund our operations, pay our senior debt obligations and pay our remaining Voltrek earn-out obligations.
At our current stock price, any such equity capital raise would likely be materially dilutive to our shareholders; Over the past several years, we have incurred substantial net losses and negative cash flow.
If these trends continue, our liquidity and financial condition will be further materially adversely affected; We are experiencing ongoing increasing pressures to reduce the selling price of our lighting products and incur the related negative impact on our gross margins, driven largely by the ongoing increase in competition from foreign competitors; If we are unable to comply with NASDAQ s minimum bid price requirement, including by effecting a reverse stock split, prior to September 15, 2025, our common stock may be delisted from NASDAQ.
Our inability to successfully manage the implementation of our new ERP system could adversely affect our ability to operate our business and otherwise negatively affect our financial reporting and the effectiveness of our internal control over financial reporting; A substantial portion of our revenues are derived from major project-based retrofit work that is awarded through a competitive bid process.
We completed the acquisition of Stay-Lite Lighting on January 1, 2022, which further expanded our maintenance services capabilities.
On October 5, 2022, we acquired Voltrek LLC ("Voltrek"), which leveraged our project management and maintenance expertise into the EV sector.
REMOVED
As of May 31, 2024, there were 32,567,746 shares of the Registrant s common stock outstanding.
We completed the acquisition of Stay-Lite Lighting on January 1, 2022, which is intended to further expand our maintenance services capabilities.
On October 5, 2022, we acquired Voltrek, which was intended to leverage our project management and maintenance expertise into the rapidly growing EV sector.
We generally do not have long-term contracts with our customers for product or turnkey services that provide us with recurring annual revenue.
However, our maintenance services contracts usually consist of multi-year arrangements.
We refer to our current fiscal year which ends on March 31, 2025 as "fiscal 2025".
We refer to our most recently completed fiscal year, which ended on March 31, 2024, as fiscal 2024 , and our prior fiscal year which ended on 6 March 31, 2023 as "fiscal 2023".
Markets Segment and Orion Electric Vehicle Charging Segment (the EV Segment ).
Effective during the first quarter of fiscal 2024, we began to evaluate and report the business using three segments: Lighting Segment, Maintenance Segment and the EV Segment.
We also plan to focus our growth plans on cross selling our new EV charging solutions to our historical market channels and customers and vice versa.