OEG / Orbital Energy Group Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Nu

EX-2.1

Exhibit 2.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact name of registrant as spe

December 6, 2023

Exhibit 16.1 December 6, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Orbital Infrastructure Group, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to item 4.01 of Form 8-K of Orbital Infrastructure Group, Inc. dated December 1, 2023. We agree with the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact name of registrant as spe

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333-180518 Registration No. 333-252682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-180518 FORM S-3 REGISTRATION STATEMENT NO. 333-252682 UNDER THE SECURITIES ACT OF 1933 Orbital Infrastructure Group, Inc. (

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333-180518 Registration No. 333-252682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-3 REGISTRATION STATEMENT NO. 333-180518 FORM S-3 REGISTRATION STATEMENT NO. 333-252682 UNDER THE SECURITIES ACT OF 1933 Orbital Infrastructure Group, Inc. (

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333-45722 Registration No. 333-140147 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO: FORM SB-2 REGISTRATION STATEMENT NO. 333-45722 POST-EFFECTIVE AMENDMENT NO. 2 TO: FORM SB-2 REGISTRATION STATEMENT NO. 333-140147 UNDER THE SECURITIES ACT OF 1933 O

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333-177636 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-1 REGISTRATION STATEMENT NO. 333-177636 UNDER THE SECURITIES ACT OF 1933 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 1731 84-1463284

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333-45722 Registration No. 333-140147 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO: FORM SB-2 REGISTRATION STATEMENT NO. 333-45722 POST-EFFECTIVE AMENDMENT NO. 2 TO: FORM SB-2 REGISTRATION STATEMENT NO. 333-140147 UNDER THE SECURITIES ACT OF 1933 O

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

As filed with the Securities and Exchange Commission on December 5, 2023.

As filed with the Securities and Exchange Commission on December 5, 2023. Registration No. 333–62208 Registration No. 333-111951 Registration No. 333-133593 Registration No. 333-149669 Registration No. 333-152544 Registration No. 333-163205 Registration No. 333-180519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REGISTRATION ST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 0-29923

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 0-29923 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Nu

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) ORBITAL INFRASTRUCTURE GROUP, INC., et al.,1 ) ) Case No. 23-90763 (CML) ) Debtors. ) Jointly Administered ) NOTICE OF (I) DEADLINES TO (A) CAST VOTES TO ACCEPT OR REJECT THE PLAN, (B) SUBMIT OPT-OUT FORMS, AND (C) OBJECT TO FINAL APPROVAL OF THE DISCLOSURE STATEMENT AND C

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

Exhibit 99.1 Solicitation Version IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) ORBITAL INFRASTRUCTURE GROUP, INC., et al.,1 ) Case No. 23-90763 (CML) ) ) (Jointly Administered) Debtors. ) ) COMBINED DISCLOSURE STATEMENT AND JOINT CHAPTER 11 PLAN OF LIQUIDATION OF ORBITAL INFRASTRUCTURE GROUP, INC., ET AL. Dated: October 20, 2023

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Nu

SHARE PURCHASE AGREEMENT

Exhibit 10.2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 5, 2023 (the “Execution Date”), is entered into among Orbital Infrastructure Group, Inc., a Texas corporation (“Seller”) and Streeterville Capital, LLC, a Utah limited liability company (“Buyer”). Seller and Buyer are each a “Party” and collectively the “Parties.” RECITALS A. Seller owns all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Num

PURCHASE AGREEMENT by and between ORBITAL INFRASTRUCTURE GROUP, INC. OCELOT BIDCO LLC Dated as of October 5, 2023 TABLE OF CONTENTS

Exhibit 10.1 PURCHASE AGREEMENT by and between ORBITAL INFRASTRUCTURE GROUP, INC. and OCELOT BIDCO LLC Dated as of October 5, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE 2 2.1. Purchase and Sale of the Purchased Equity 2 Article III CLOSING AND DELIVERIES 2 3.1. Closing 2 3.2. Deliveries by Seller 3 3.3. Deliveries by Buyer 3 Article IV REPRESENTATIONS AND WARR

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 28, 2023 by and among ORBITAL INFRASTRUCTURE GROUP, INC. as Borrower, the other entities party hereto as Guarantors, and STREETERVILLE CAPITAL, LLC, as Lender TABLE

Exhibit 10.2 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 28, 2023 by and among ORBITAL INFRASTRUCTURE GROUP, INC. as Borrower, the other entities party hereto as Guarantors, and STREETERVILLE CAPITAL, LLC, as Lender TABLE OF CONTENTS (continued) Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.01 Definitions 2 Section 1.02 Accounting and Other Ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Num

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 28, 2023 by and among ORBITAL INFRASTRUCTURE GROUP, INC. as Borrower, the other entities party hereto as Guarantors, THE VARIOUS LENDERS FROM TIME TO TIME PARTY HER

Exhibit 10.1 EXECUTION VERSION SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of August 28, 2023 by and among ORBITAL INFRASTRUCTURE GROUP, INC. as Borrower, the other entities party hereto as Guarantors, THE VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Num

Receives Commitment from Existing Secured Lenders for $15.0 Million in Debtor-in-Possession Financing

Exhibit 99.1 Orbital Infrastructure Group Inc. Intends to Enter into Purchase Agreements for the Sale of Front Line Power Construction and Gibson Technical Services and Files for Chapter 11 Protection Receives Commitment from Existing Secured Lenders for $15.0 Million in Debtor-in-Possession Financing HOUSTON, TX – Orbital Infrastructure Group Inc. (NASDAQ: OIG) (the “Company”), announced today th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 Orbital Infrastructure Group, Inc. (Exact name of registrant as specified in its charter) Texas 0-29923 84-1463284 (State or other jurisdiction of (Commission File Num

Orbital Infrastructure Group Inc. Announces Receipt of Nasdaq Delinquency Letter Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 Orbital Infrastructure Group Inc. Announces Receipt of Nasdaq Delinquency Letter Regarding Late Filing of Quarterly Report on Form 10-Q Houston, TX, August 23, 2023 - Orbital Infrastructure Group Inc. (NASDAQ: OIG) (the “Company”), today announced that it received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) on August 18, 2023 notifying the Company that (i) the Company’s failu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 0-29923

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 0-29923 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

EX-2.1

Exhibit 2.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2023 Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.R

Orbital Infrastructure Group Reports First Quarter 2023 Results

Exhibit 99.1 Orbital Infrastructure Group Reports First Quarter 2023 Results HOUSTON, (May 16, 2023) — Orbital Infrastructure Group, Inc. (“OIG”) (Nasdaq: OIG), today announced financial results for the first quarter of 2023. The Company also announced that its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, was filed with the SEC on May 15, 2023. First Quarter 2023 Summary Fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2023 Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.R.

SETTLEMENT AGREEMENT

Exhibit 10.116 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”) is dated as of April 19, 2023 and is entered into, on one side, by Jingoli Power, LLC (“JPOW”) and, on the other side, by Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (“OIG”) and Orbital Solar Services, L.L.C. (“OSS”),. (JPOW, OIG and OSS are collectively hereinafter referred to as the “Parties” or i

AMENDMENT #4 TO MODIFICATION AGREEMENT AMONG ORBITAL INFRASTRUCTURE GROUP, INC., KURT A. JOHNSON JR. & TIDAL POWER GROUP LLC

Exhibit 10.115 AMENDMENT #4 TO MODIFICATION AGREEMENT AMONG ORBITAL INFRASTRUCTURE GROUP, INC., KURT A. JOHNSON JR. & TIDAL POWER GROUP LLC WHEREAS, ORBITAL ENERGY GROUP, INC. (“OEG”), has issued its promissory note dated November 17, 2021 payable to TIDAL POWER GROUP LLC (“Tidal”) in the original principal amount of $51,384,000.00 (the “Tidal Original Note”), its promissory note dated November 17

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 0-29923 Orbit

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (I.R.S. Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 0-29923 Orbital Infrastru

Certificate of Formation

Exhibit 3.12(i) Certificate of Formation of Orbital Infrastructure Group, Inc. a Texas For-Profit Corporation This certificate of formation (“Certificate of Formation”) is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code, as amended from time to time (the “TBOC.”) ARTICLE I Entity Name, Type, and Initial Mailing Address The name of the entity is O

Bylaws of Orbital Infrastructure Group, Inc.

Exhibit 3.13(ii) BYLAWS of Orbital Infrastructure Group, Inc. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation shall be located at the corporation’s principal place of business or at the office of the person or entity then acting as the corporation’s registered agent in Texas. The registered office and/or registered agent of the corporation may be changed f

Employment agreement with Nick Grindstaff effective November 16, 2021.

Exhibit 10.114 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of November 16, 2021, (the "Effective Date"), is made and entered into by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (the "Company"), and NICK GRINDSTAFF (the "Executive"). WITNESSETH: WHEREAS, the Executive shall be employed as the Company's Chief Financial Office

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2023 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or Jurisdiction of (I.R

Orbital Infrastructure Group Reports Full Year 2022 Results

Exhibit No. Description of Exhibit 99.1 Press Release dated April 10, 2023 Orbital Infrastructure Group Reports Full Year 2022 Results HOUSTON, (April 10, 2023) — Orbital Infrastructure Group, Inc. (“OIG”) (Nasdaq: OIG), today announced financial results for the fiscal year 2022. The Company also announced that its Annual Report on Form 10-K for the year ended December 31, 2022, was filed with the

OMB APPROVAL

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (I.R.S. Employer Identificati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 84-1463284 (State or jurisdict

Amended and Restated Forbearance and Line of Credit Agreement, between Orbital Infrastructure Group, Inc. and Streeterville Capital, LLC, effective March 6, 2023.

Exhibit 10.1 10.1 Amended and Restated Forbearance and Line of Credit Agreement, between Orbital Infrastructure Group, Inc. and Streeterville Capital, LLC, effective March 6, 2023. Amended and Restated Forbearance and Line of Credit Agreement THIS AMENDED AND RESTATED FORBEARANCE AND LINE OF CREDIT AGREEMENT (this “Agreement”), dated as of March 6, 2023, is entered into by and among ORBITAL INFRAS

Amended and Restated Secured Promissory Note in the face amount of $20,931,076.84. dated March 6, 2023, issued by Orbital Infrastructure Group, Inc. to Streeterville Capital, LLC.

Exhibit 10.2 10.2 Amended and Restated Secured Promissory Note in the face amount of $20,931,076.84. dated March 6, 2023, issued by Orbital Infrastructure Group, Inc. to Streeterville Capital, LLC. AMENDED AND RESTATED SECURED PROMISSORY NOTE Up to $20,931,076.84 March 6, 2023 FOR VALUE RECEIVED, ORBITAL INFRASTRUCTURE GROUP, INC., a Texas corporation (“Orbital”), and Gibson Technical Services, In

OEG / Orbital Energy Group Inc / Streeterville Capital LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Orbital Infrastructure Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A109 (CUSIP Number) February 22, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 oeg20230216def14a.htm FORM DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential for use of the Commission ☒ De

OEG / Orbital Energy Group Inc / Irradiant Partners, LP - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orbital Infrastructure Group, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A 109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2023 (January 18, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2023 (January 18, 2023) Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential for use of the Commission ☐ Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2023 (December 28, 2022) Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 5 TO FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2022 (November 17, 2021) Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Te

AMENDED AND RESTATED UNSECURED PROMISSORY NOTE

Exhibit 99.1 AMENDED AND RESTATED UNSECURED PROMISSORY NOTE THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A

AMENDED AND RESTATED UNSECURED PROMISSORY NOTE

Exhibit 99.2 AMENDED AND RESTATED UNSECURED PROMISSORY NOTE THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO A

Forbearance and Investment Agreement, effective December 9, 2022 by and between Orbital Infrastructure Group, Inc. and Streeterville Capital, LLC.

Exhibit 10.1 Forbearance and Investment Agreement This Forbearance and Investment Agreement (this ?Agreement?), dated as of December 9, 2022, is entered into by and between Orbital Infrastructure Group, Inc., a Texas corporation (?Company?), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delive

Secured Promissory Note in the face amount of $42,113,840.90, dated December 9, 2022, issued by Orbital Infrastructure Group, Inc. to Streeterville Capital, LLC.

Exhibit 10.2 SECURED PROMISSORY NOTE Effective Date: December 9, 2022 U.S. $42,113,840.90 FOR VALUE RECEIVED, Orbital Infrastructure Group, Inc., a Texas corporation (?Borrower?), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $42,113,840.90 and any interest, fees, charges, and late fees accrued hereunder on the date that i

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2022 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1463284 (State or jurisdiction of (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 4 TO FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 17, 2021) Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. (Exact Name of registrant as specified in Its Charter) Co

AMENDMENT #3 TO MODIFICATION AGREEMENT AMONG ORBITAL INFRASTRUCTURE GROUP, INC., KURT A. JOHNSON JR. AND TIDAL POWER GROUP LLC (this “Amendment”)

Exhibit 99.1 AMENDMENT #3 TO MODIFICATION AGREEMENT AMONG ORBITAL INFRASTRUCTURE GROUP, INC., KURT A. JOHNSON JR. AND TIDAL POWER GROUP LLC (this ?Amendment?) WHEREAS, ORBITAL ENERGY GROUP, INC. (?OEG?), has issued its promissory note dated November 17, 2021 payable to TIDAL POWER GROUP LLC (?Tidal?) in the original principal amount of $51,384,000.00 (the ?Tidal Original Note?), its promissory not

Orbital Infrastructure Group Reports Third Quarter 2022 Results

Exhibit 99.1 Orbital Infrastructure Group Reports Third Quarter 2022 Results Third Quarter Summary ● Revenues of $99.8 million compared to $24.8 million for the third quarter of 2021; ● Adjusted EBITDA loss from continuing operations of $14.6 million compared to a loss of $6.3 million in the third quarter of 2021; excluding the results of the renewables segment, adjusted EBITDA for the third quart

Executive Long Term Retention Equity Award Agreement by Orbital Infrastructure Group, Inc. and William J. Clough

Exhibit 10.137 ORBITAL INFRASTRUCTURE GROUP, INC. EXECUTIVE LONG TERM RETENTION EQUITY AWARD AGREEMENT THIS EXECUTIVE LONG TERM RETENTION EQUITY AWARD AGREEMENT (“Agreement”) is made effective as of September 15, 2022 by ORBITAL INFRASTRUCTURE GROUP, INC., a Texas corporation (the “Company”) and WILLIAM J. CLOUGH (the “Executive”). RECITAL WHEREAS, the Compensation Committee of the Board of Direct

Limited Consent to Credit Agreement between Alter Domus LLC, Front Line Power Construction LLC and Orbital Infrastructure Group, Inc.

Exhibit 10.139 LIMITED CONSENT TO CREDIT AGREEMENT Limited Consent, dated November 2, 2022 (this “Agreement”), to the Credit Agreement, dated as of November 17, 2021 (as amended by Amendment No. 1 thereto, dated as of March 25, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders from time to time party the

Executive Long Term Retention Equity Award Agreement by Orbital Infrastructure Group, Inc and James F. O'Neil

EX-10.138 4 ex446657.htm EXHIBIT 10.138 - EXECUTIVE LONG TERM RETENTION EQUITY AWARD AGREEMENT - O'NEIL Exhibit 10.138 ORBITAL INFRASTRUCTURE GROUP, INC. EXECUTIVE LONG TERM RETENTION EQUITY AWARD AGREEMENT THIS EXECUTIVE LONG TERM RETENTION EQUITY AWARD AGREEMENT (“Agreement”) is made effective as of September 15, 2022 by ORBITAL INFRASTRUCTURE GROUP, INC., a Texas corporation (the “Company”) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 0-29923 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-1

Home Office lease dated October 5, 2022 by and between Franklin Post Oak, Ltd and Orbital Infrastructure Group, Inc.

Exhibit 10.136 444 WESTHEIMER HOUSTON, TEXAS LEASE AGREEMENT BETWEEN FRANKLIN POST OAK, LTD. (“Landlord”) ORBITAL INFRASTRUCTURE GROUP, INC. (“Tenant”) 10/5/2022 DATE: TABLE OF CONTENTS 1. Leased Premises1 2. Net Rentable Area1 3. Term1 4. Use1 5. Rent2 6. Abatement of Rent4 7. Operating Expenses4 8. Security Deposit8 9. Utilities8 10. Building Services9 11. Keys and Locks; Access Cards10 12. Grap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-14

Orbital Infrastructure Group Provides Update on Full Year 2022 Outlook

Exhibit 99.1 Orbital Infrastructure Group Provides Update on Full Year 2022 Outlook ● Challenges in Renewable Segment continue and lead to revised full year 2022 revenues of $350 million to $375 million, down from $405 million to $450 million ● Lowered full year 2022 adjusted EBITDA range to $4 million to $6 million, down from $38 million to $43 million ● Lower adjusted EBITDA outlook driven prima

Letter, dated August 24, 2022, from Grant Thornton LLP to the United States Securities and Exchange Commission

Exhibit 16.1 August 24, 2022 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Orbital Infrastructure Group, Inc. (f/k/a Orbital Energy Group, Inc.) File No. 0-29923 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Orbital Infrastructure Group, Inc. dated August 22, 2022, and agree with the statements concerning our Firm contai

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2022 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-146

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2022 (August 18,2022) Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Char

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated 2021) Registration No. 333-252682 $5,000,000 of Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated 2021) Registration No.

Pre-Paid Advance Agreement, dated August 18, 2022, by and between Company and YA II PN, Ltd.

Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this ?Agreement?) dated as of August 18, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and ORBITAL INFRASTRUCTURE GROUP, INC., a company incorporated under the laws of the State of Texas (the ?Company?). WHEREAS, the parties desire that, upon the terms and subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 0-29923 Orbita

Orbital Infrastructure Group Reports Second Quarter 2022 Results Record Quarterly Revenue of $93.9 Million Raises Full-Year 2022 Revenue Guidance to a Range of $405 Million to $450 Million

Exhibit 99.1 Orbital Infrastructure Group Reports Second Quarter 2022 Results Record Quarterly Revenue of $93.9 Million Raises Full-Year 2022 Revenue Guidance to a Range of $405 Million to $450 Million HOUSTON, (August 11, 2022) ? Orbital Infrastructure Group, Inc. (Nasdaq: OIG) ("Orbital Infrastructure" or the "Company") today reported its financial results for the second quarter ended June 30, 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 Commission File Number: 0-29923 Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Texas 84-146

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2022 (July 21, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdict

Plan of Conversion of Orbital Energy Group, Inc., a Colorado corporation, into Orbital Infrastructure Group, Inc., a Texas corporation.

Exhibit 1. ANNEX B Plan of Conversion of Orbital Energy Group, Inc., a Colorado corporation, into Orbital Infrastructure Group, Inc., a Texas corporation This PLAN OF CONVERSION (this ?Plan?), dated as of July 21, 2022, is hereby adopted by Orbital Energy Group, Inc., a Colorado corporation (?Orbital Energy Group, Inc.?), in order to set forth the terms, conditions and procedures governing the con

Certificate of Formation

Exhibit 2. Certificate of Formation of Orbital Infrastructure Group, Inc. a Texas For-Profit Corporation This certificate of formation (?Certificate of Formation?) is submitted for filing pursuant to the applicable provisions of the Texas Business Organizations Code, as amended from time to time (the ?TBOC.?) ARTICLE I Entity Name, Type, and Initial Mailing Address The name of the entity is Orbita

ANNEX E Orbital Infrastructure Group, Inc. a Texas Corporation

Exhibit 3. ANNEX E BYLAWS of Orbital Infrastructure Group, Inc. a Texas Corporation CONTENTS ARTICLE I 6 OFFICES 6 Section 1.1 Registered Office 6 Section 1.2 Other Offices 6 ARTICLE II 6 STOCKHOLDERS 6 Section 2.1 Annual Meeting. 6 Section 2.2 Special Meetings. 6 Section 2.3 Place of Meetings. 7 Section 2.4 Notice 8 Section 2.5 Setting a Record Date for Stockholder Meetings 8 Section 2.6 Quorum 8

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2022 (July 21, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdict

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2022 (July 19, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdict

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2022 (June 30, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdicti

Form of Amended and Restated Agreement by and between Orbital Energy Group, Inc. and the Frontline Lenders effective as of June 30, 2022.

Exhibit 10.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of June 30, 2022 (the ?Amendment and Restatement Effective Date?), by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (the ?Company? or ?Parent?), and [?] (the ?Subscriber?), that is subscribing hereby (or subscribed pursuant to the terms and condit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 (May 19, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2022 Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2022 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 0-29923 Orbit

Orbital Energy Group Reports Record Revenues in First Quarter 2022 of $70.3 Million Records Positive Adjusted EBITDA of $3.8 Million and Reiterates Full-Year 2022 Financial Guidance

Exhibit 99.1 Orbital Energy Group Reports Record Revenues in First Quarter 2022 of $70.3 Million Records Positive Adjusted EBITDA of $3.8 Million and Reiterates Full-Year 2022 Financial Guidance HOUSTON, (May 16, 2022) ? Orbital Energy Group, Inc. (Nasdaq: OEG) ("Orbital Energy" or the "Company") today reported its financial results for the first quarter ended March 31, 2022. First Quarter Summary

AMENDMENT TO MODIFICATION AGREEMENT AMONG ORBITAL ENERGY GROUP, INC., KURT A. JOHNSON JR. AND TIDAL POWER GROUP LLC (this “Amendment”)

Exhibit 99.1 AMENDMENT TO MODIFICATION AGREEMENT AMONG ORBITAL ENERGY GROUP, INC., KURT A. JOHNSON JR. AND TIDAL POWER GROUP LLC (this ?Amendment?) WHEREAS, ORBITAL ENERGY GROUP, INC. (?OEG?), has issued its promissory note dated November 17, 2021 payable to TIDAL POWER GROUP LLC (?Tidal?) in the original principal amount of $51,384,000.00 (the ?Tidal Original Note?), its promissory note dated Nov

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 3 TO FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 (November 17, 2021) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-146

Orbital Energy Group, Inc. Announces $21.0 Million Registered Direct Offering

Exhibit 99.1 Orbital Energy Group, Inc. Announces $21.0 Million Registered Direct Offering HOUSTON, April 29, 2022 /PRNewswire/ - Orbital Energy Group, Inc. (Nasdaq: OEG) ("Orbital Energy" or the "Company") today announced that it has entered into a definitive agreement with a single institutional investor, for the purchase and sale of 16,153,847 shares of the Company's common stock (or common sto

Form of Accompanying Warrant.

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT ORBITAL ENERGY GROUP, INC. Warrant Shares: Initial Exercise Date: October [], 2022 Original Issuance Date: May [], 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

Securities Purchase Agreement dated April 28, 2022, by and among Orbital Energy Group, Inc. and the purchaser identified on the signature pages thereto

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 28, 2022, between Orbital Energy Group, Inc., a corporation incorporated under the laws of the state of Colorado (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?

Placement Agent Agreement dated April 28, 2022, between Orbital Energy Group, Inc. and A.G.P./Alliance Global Partners.

Exhibit 1.1 April 28, 2022 Orbital Energy Group, Inc. 1924 Aldine Western Houston, Texas 77038 Attention: William Clough Executive Chairman Email: [email protected] Dear Mr. Clough: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (?A.G.P.?) (A.G.P. is also referred to herein as the ?Placement Agent?), and Orb

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 29, 2021) Registration No. 333-252682 9,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 7,153,847 Shares of Common Stock Warrants to Purchase up to

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 29, 2021) Registration No.

Form of Pre-Funded Warrant.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ORBITAL ENERGY GROUP, INC. Warrant Shares: Initial Exercise Date: May [], 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Up to $50,000,000 Common Stock

Prospectus Supplement Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 29, 2021) Registration No.

Sales Agreement dated April 20, 2022 by and between Orbital Energy Group, Inc., A.G.P./Alliance Global Partners and Craig-Hallum Capital Group LLC

EX-1.1 2 ex358826.htm EXHIBIT 1.1 SALES AGREEMENT BY AND BETWEEN ORBITAL ENERGY GROUP, INC., A.G.P./ALLIANCE GLOBAL PARTNERS AND CRAIG-HALLUM CAPITAL GROUP LLC Exhibit 1.1 ORBITAL ENERGY GROUP, INC. COMMON STOCK SALES AGREEMENT April 20, 2022 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Craig-Hallum Capital Group LLC 222 South 9th Street, Suite 350 Minneapolis, MN 55402 La

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 -12-31FY2021 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 0-29923 O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2022 (April 20, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdi

ADDENDUM “A” EMPLOYMENT AGREEMENT James F. O’Neil III, Employee

Exhibit 99.1 ADDENDUM ?A? TO EMPLOYMENT AGREEMENT of James F. O?Neil III, Employee THIS ADDENDUM TO EMPLOYMENT AGREEMENT is entered into this 1st day of April 2022, by and between Orbital Energy Group, Inc., a Colorado corporation (hereinafter ?OEG? or ?Employer?) and James F. O?Neil III, hereinafter (?Employee?), collectively referred to herein as the ?Parties?, or in the singular as "Party.? WHE

ADDENDUM “A” EMPLOYMENT AGREEMENT William J. Clough, Employee

Exhibit 99.2 ADDENDUM ?A? TO EMPLOYMENT AGREEMENT of William J. Clough, Employee THIS ADDENDUM TO EMPLOYMENT AGREEMENT is entered into this 1st day of April 2022, by and between Orbital Energy Group, Inc., a Colorado corporation (hereinafter ?OEG? or ?Employer?) and William J. Clough, hereinafter (?Employee?), collectively referred to herein as the ?Parties?, or in the singular as "Party.? WHEREAS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2022 (April 11, 2022) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdi

AMENDMENT TO $34,356,000.00 PROMISSORY NOTES BETWEEN ORBITAL ENERGY GROUP, INC. AND KURT A. JOHNSON, JR.

Exhibit 99.1 AMENDMENT TO $34,356,000.00 PROMISSORY NOTES BETWEEN ORBITAL ENERGY GROUP, INC. AND KURT A. JOHNSON, JR. WHERAS the Parties hereto, ORBITAL ENERGY GROUP, INC. (?OEG?), on the one hand, and KURT A. JOHNSON JR. (?JOHNSON?), on the other hand, entered into that certain Promissory Note in the original principal amount of $34,356,000.00 on November 16, 2021 (?the Note?); WHEREAS the Partie

AMENDMENT TO $51,384,000.00 PROMISSORY NOTE BETWEEN ORBITAL ENERGY GROUP, INC. AND TIDAL POWER GROUP LLC

Exhibit 99.2 AMENDMENT TO $51,384,000.00 PROMISSORY NOTE BETWEEN ORBITAL ENERGY GROUP, INC. AND TIDAL POWER GROUP LLC WHEREAS the Parties hereto, ORBITAL ENERGY GROUP, INC. (?OEG?), on the one hand, and TIDAL POWER GROUP LLC (?TIDAL?), on the other hand, entered into that certain Promissory Note in the original principal amount of $51,384,000.00 on November 16, 2021 (the ?Note?); WHEREAS the Parti

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 2 TO FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 (November 17, 2021) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-14

Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 1 TO FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2022 (December 28, 2021) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-14

Promissory Notes & Lock-up Letter Agreement (the “Modification Agreement”) March 29 , 2022

EX-99.3 4 ex354533.htm EXHIBIT 99.3 PROMISSORY NOTES AND LOCK UP LETTER AGREEMENT (THE "MODIFICATION AGREEMENT" DATED MARCH 29, 2022 Exhibit 99.3 Promissory Notes & Lock-up Letter Agreement (the “Modification Agreement”) March 29 , 2022 Orbital Energy Group, Inc. 1924 Aldine Western Road Houston, Texas 77038 WHEREAS, pursuant to the Membership Purchase Agreement (the “Purchase Agreement”), dated N

Note purchase Agreement with institutional investor

Exhibit 10.113 Note Purchase Agreement THIS NOTE PURCHASE AGREEMENT (this ?Agreement?), dated as of December 20, 2021, is entered into by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (?Company?), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in relia

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2022 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

List of all subsidiaries, state of incorporation and name under which the subsidiary does business.

Exhibit 21.3 List of all subsidiaries, state of incorporation and name under which the subsidiary does business. Effective April 1, 2013, Orbital Energy Group, Inc. closed on a share purchase agreement to acquire 100% of the equity interest in Orbital Gas Systems Ltd., a company organized under the laws of England and Wales. Orbital Gas Systems, Ltd. does business under the name, Orbital. Effectiv

Orbital Energy Group Reports Record Revenues in the Fourth Quarter of $41.0 Million and Record Backlog of $523.7 Million Revenue and Backlog Increases of 65% and 28%, respectively from the Third Quarter of 2021

Exhibit 99.1 Orbital Energy Group Reports Record Revenues in the Fourth Quarter of $41.0 Million and Record Backlog of $523.7 Million Revenue and Backlog Increases of 65% and 28%, respectively from the Third Quarter of 2021 HOUSTON, (March 30, 2021) ? Orbital Energy Group, Inc. (Nasdaq: OEG) ("Orbital Energy" or the "Company") today reported its financial results for the three months and twelve mo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 0-29923 Orbital Energy G

OEG / Orbital Energy Group Inc / Johnson Kurt A JR - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ORBITAL ENERGY GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A 109 (CUSIP Number) November 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

OEG / Orbital Energy Group Inc / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) * Orbital Energy Group, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68559A109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2022 (November 17, 2021) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-14

FRONT LINE POWER CONSTRUCTION, LLC ROSHARON, TEXAS FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019 8 WEST WAY COURT LAKE JACKSON, TEXAS 77566 (979) 297-4075 THIS PAGE LEFT BLANK INTENTIONALLY. FRONT LINE POWER CONSTRUCTION, LLC FI

Exhibit 99.1 FRONT LINE POWER CONSTRUCTION, LLC ROSHARON, TEXAS FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019 8 WEST WAY COURT LAKE JACKSON, TEXAS 77566 (979) 297-4075 THIS PAGE LEFT BLANK INTENTIONALLY. FRONT LINE POWER CONSTRUCTION, LLC FINANCIAL STATEMENTS For the Years Ended December 31, 2020 and 2019 TABLE OF CONTENTS Page Independent Auditor's Report 5-6 FINANCIAL STATE

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On November 17, 2021, Orbital Energy Group, Inc., a Colorado corporation (?Orbital Energy?, the ?Company?, ?we?, or ?our?) entered into a Membership Unit Purchase agreement (the "MUPA") by and among the Company and the owners of all the issued and outstanding membership interests of Front Line Power Construction, LLC, a Texas

OEG / Orbital Energy Group Inc / Empery Asset Management, LP - ORBITAL ENERGY GROUP, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orbital Energy Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68559A109 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whi

Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

UNSECURED PROMISSORY NOTE

Exhibit 99.2 UNSECURED PROMISSORY NOTE THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATI

December 10, 2021

Exhibit 99.1 December 10, 2021 Orbital Energy Group, Inc. 1924 Aldine Western Road Houston, Texas 77038 Attn: William J. Clough Re: Membership Unit Purchase Agreement WHEREAS, reference is hereby made to that certain Membership Unit Purchase Agreement, dated as of November 17, 2021 (the ?Purchase Agreement?), by and among Orbital Energy Group, Inc., a Colorado corporation (?Orbital?), Kurt A. John

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2021 (November 17, 2021) Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84

OEG / Orbital Energy Group Inc / Janak Dennis Ray - SCHEDULE 13G Passive Investment

SC 13G 1 drj20211129sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ORBITAL ENERGY GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A 109 (CUSIP Number) November 17, 2021 (Date of Event which Requires Filing of this Stateme

OEG / Orbital Energy Group Inc / Johnson Kurt A JR - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ORBITAL ENERGY GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A 109 (CUSIP Number) November 18, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

OEG / Orbital Energy Group Inc / Tidal Power Group LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ORBITAL ENERGY GROUP, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 68559A 109 (CUSIP Number) November 17, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

INDUSTRIAL TRIPLE NET LEASE

Exhibit 99.9 INDUSTRIAL TRIPLE NET LEASE THIS INDUSTRIAL TRIPLE NET LEASE (this "Lease") is made and entered into by and between the Landlord named in the Basic Lease Terms, below, and the Tenant named in the Basic Lease Terms, below, to be effective as of November 17, 2021 (the ?Effective Date?), as defined in the Basic Lease Terms. W I T N E S S E T H: The parties hereto hereby agree to the foll

UNSECURED PROMISSORY NOTE

Exhibit 99.4 UNSECURED PROMISSORY NOTE THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATI

CREDIT AGREEMENT dated as of November 17, 2021 by and among ORBITAL ENERGY GROUP, INC. as Parent, FRONT LINE POWER CONSTRUCTION, LLC and as Borrower, the other entities party hereto as Guarantors, THE VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, a

Exhibit 99.11 CREDIT AGREEMENT dated as of November 17, 2021 by and among ORBITAL ENERGY GROUP, INC. as Parent, FRONT LINE POWER CONSTRUCTION, LLC and as Borrower, the other entities party hereto as Guarantors, THE VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO, and ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.01 Definition

INDUSTRIAL TRIPLE NET LEASE

Exhibit 99.10 INDUSTRIAL TRIPLE NET LEASE THIS INDUSTRIAL TRIPLE NET LEASE (this "Lease") is made and entered into by and between the Landlord named in the Basic Lease Terms, below, and the Tenant named in the Basic Lease Terms, below, to be effective as of November 17, 2021 (the ?Effective Date?), as defined in the Basic Lease Terms. W I T N E S S E T H: The parties hereto hereby agree to the fol

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 17, 2021, by and among Orbital Energy Group, Inc., a Colorado corporation (the ?Company?), Kurt A. Johnson, Jr., a resident of Danbury, Texas (?Johnson?), and Tidal Power Group LLC, a Texas limited liability company (?Tidal? and, together with Johnson, collectively, ?Sellers?). Capital

PLEDGE AGREEMENT

Exhibit 99.12 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this ?Agreement?), dated as of November 17, 2021, between Orbital Energy Group, Inc. (?Parent?), and Alter Domus (US) LLC (?Alter Domus?), in its capacity as collateral agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, ?Collateral Agent?). W I T N E S S E T H: WHEREAS, pursuant to that ce

SECURITY AGREEMENT

EX-99.13 14 ex309897.htm EXHIBIT 99.13 - SECURITY AGREEMENT, DATED NOVEMBER 17, 2021, BY AND BETWEEN FRONT LINE POWER CONSTRUCTION, LLC, AND ALTER DOMUS (US) LLC, AS COLLATERAL AGENT FOR EACH SECURITY PARTY Exhibit 99.13 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of November 17, 2021, by and among the Persons listed on the signature pages hereof as “Grantors” and those

MEMBERSHIP UNIT PURCHASE AGREEMENT

Exhibit 99.2 MEMBERSHIP UNIT PURCHASE AGREEMENT This MEMBERSHIP UNIT PURCHASE AGREEMENT (this ?Agreement?), dated as of November 17, 2021, is entered into by and among Kurt A. Johnson, Jr. (the ?Active Seller?) and Tidal Power Group LLC, a Texas limited liability company (the ?Passive Seller? and together with the Active Seller, collectively, the ?Sellers?), and Orbital Energy Group, Inc., a Color

SUBSCRIPTION AGREEMENT

Exhibit 99.14 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of November 17, 2021, by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (the ?Company? or ?Parent?), and , a (the ?Subscriber?), that is subscribing hereby to purchase shares of registered public Common Stock of the Company. WHEREAS, the Company has entered into that cer

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

ORBITAL ENERGY GROUP, INC. ANNOUNCES ACQUISITION OF FRONT LINE POWER CONSTRUCTION LLC Synergistic Acquisition Expected to be Immediately Accretive to Revenue and Earnings and Completes OEG’s Transformation into a Full-Service Infrastructure Service P

Exhibit 99.1 ORBITAL ENERGY GROUP, INC. ANNOUNCES ACQUISITION OF FRONT LINE POWER CONSTRUCTION LLC Synergistic Acquisition Expected to be Immediately Accretive to Revenue and Earnings and Completes OEG?s Transformation into a Full-Service Infrastructure Service Provider HOUSTON, (November 17, 2021) ? Orbital Energy Group, Inc. (NASDAQ: OEG) (?OEG?) today announced it has acquired 100% of Front Lin

LOCK-UP LETTER AGREEMENT

Exhibit 99.6 LOCK-UP LETTER AGREEMENT November 17, 2021 Orbital Energy Group, Inc. 1924 Aldine Western Road Houston, Texas 77038 Reference is hereby made to that certain Membership Unit Purchase Agreement, dated even date herewith, by and among Orbital Energy Group, Inc., a Colorado corporation (the ?Company?), and the other parties as signatories thereto (the ?Purchase Agreement?). Defined terms

LOCK-UP LETTER AGREEMENT

Exhibit 99.5 LOCK-UP LETTER AGREEMENT November 17, 2021 Orbital Energy Group, Inc. 1924 Aldine Western Road Houston, Texas 77038 Reference is hereby made to that certain Membership Unit Purchase Agreement, dated even date herewith, by and among Orbital Energy Group, Inc., a Colorado corporation (the ?Company?), and the other parties as signatories thereto (the ?Purchase Agreement?). Defined terms

INDUSTRIAL TRIPLE NET LEASE

Exhibit 99.8 INDUSTRIAL TRIPLE NET LEASE THIS INDUSTRIAL TRIPLE NET LEASE (this "Lease") is made and entered into by and between the Landlord named in the Basic Lease Terms, below, and the Tenant named in the Basic Lease Terms, below, to be effective as of November 17, 2021 (the ?Effective Date?), as defined in the Basic Lease Terms. W I T N E S S E T H: The parties hereto hereby agree to the foll

UNSECURED PROMISSORY NOTE

Exhibit 99.3 UNSECURED PROMISSORY NOTE THIS UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATI

Orbital Energy Group Reports Third Quarter 2021 Financial Results Company Reports 90% Sequential Revenue Increase and Third Quarter Gross Profit

Exhibit 99.1 Orbital Energy Group Reports Third Quarter 2021 Financial Results Company Reports 90% Sequential Revenue Increase and Third Quarter Gross Profit HOUSTON, (November 15, 2021) ? Orbital Energy Group, Inc. (Nasdaq: OEG) ("Orbital Energy" or the "Company") today reported unaudited financial results for the three and nine months ended September 30, 2021. Third Quarter Highlights ? Revenues

$4,000,000 Business loan agreement line of credit between Gibson Technical Services, Inc. and Truist Bank

Exhibit 10.115 [redacted] BUSINESS LOAN AGREEMENT Principal $4,000,000.00 Loan Date 08-19-2021 Maturity 08-19-2022 Loan No [redacted] Call / Coll Account [redacted] Officer 28953 Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limi

Employment agreement with Nicholas M. Grindstaff effective November 15, 2021

Exhibit 10.114 November 16, 2021 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of November 16, 2021, (the "Effective Date"), is made and entered into by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (the "Company"), and NICK GRINDSTAFF (the "Executive"). WITNESSETH: WHEREAS, the Executive shall be employed as the Company's Chie

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 0-29923 O

ORBITAL ENERGY GROUP’S SUBSIDIARY, GIBSON TECHNICAL SERVICES, ACQUIRES PRIVATELY OWNED FULL MOON TELECOM LLC

Exhibit 99.1 ORBITAL ENERGY GROUP’S SUBSIDIARY, GIBSON TECHNICAL SERVICES, ACQUIRES PRIVATELY OWNED FULL MOON TELECOM LLC HOUSTON, (October 26, 2021) — Orbital Energy Group, Inc. (NASDAQ: OEG) (“OEG”) today announced its telecommunications subsidiary, Gibson Technical Services, Inc. (“GTS”), has entered into a definitive Purchase Agreement to acquire 100% of Full Moon Telecom LLC (“Full Moon”), a

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S

PURCHASE AGREEMENT

Exhibit 99.2 PURCHASE AGREEMENT This Purchase Agreement (this ?Agreement?), dated as of October 22, 2021, is entered into by and among Vicky L. Sansoni, a Florida resident (?Sansoni?), Wendy K. Kropenick, a Florida resident (?Kropenick? and, together with Sansoni, the ?Sellers,? and each is, a ?Seller?), Full Moon Telecom, LLC, a Florida limited liability company(?Full Moon?), Gibson Technical Ser

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 (No. 333-216672) Post-Effective Amendment No. 1 (No. 333-239914) FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Orbital Energy Group, I

As filed with the Securities and Exchange Commission on August 20, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 (No. 333-216672) Post-Effective Amendment No. 1 (No. 333-239914) FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Orbital Energy Group, I

As filed with the Securities and Exchange Commission on August 20, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 0-29923 Orbita

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

Orbital Energy Group Reports Second Quarter 2021 Financial Results Total Backlog Increased to $295 Million, Up 630% since Year End Acquired Gibson Technical Services as Telecommunications Platform

Exhibit 99.1 Orbital Energy Group Reports Second Quarter 2021 Financial Results Total Backlog Increased to $295 Million, Up 630% since Year End Acquired Gibson Technical Services as Telecommunications Platform HOUSTON, August 16, 2021 - Orbital Energy Group, Inc. (Nasdaq: OEG) (?Orbital Energy? or the ?Company?) today reported unaudited financial results for the three and six months ended June 30,

Exchange Agreement between Streeterville Capital, LLC and Orbital Energy Group, Inc.

Exhibit 10.113 THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?) is entered into as of July 20, 2021 by and between Streeterville Capital, LLC, a Utah limited liability company (?Lender?), and Orbital Energy Group, Inc., a Colorado corporation (?Bo

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential for use of the Commission ? Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2)) ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

ORBITAL ENERGY GROUP, INC. APPOINTS LEGENDARY OHIO EDUCATOR, DR. JERRY SUE THORNTON, AND FORMER NSA CIO, LA FORREST WILLIAMS, TO BOARD OF DIRECTORS

EX-99.1 2 ex270653.htm EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 ORBITAL ENERGY GROUP, INC. APPOINTS LEGENDARY OHIO EDUCATOR, DR. JERRY SUE THORNTON, AND FORMER NSA CIO, LA FORREST WILLIAMS, TO BOARD OF DIRECTORS HOUSTON, (August 03, 2021) – Orbital Energy Group, Inc. [NASDAQ:OEG], today announced the appointments of “legendary educator” Jerry Sue Thornton and former National Security Agency (NSA)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. E

SHARE PURCHASE AGREEMENT

EX-99.2 3 ex267467.htm EXHIBIT 99.2 - SHARE PURCHASE AGREEMENT BY AND BETWEEN ORBITAL ENERGY AND THE SHAREHOLDERS OF IMMCO, INC. Exhibit 99.2 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”), dated as of July 28, 2021, is entered into by and among Ramesh Iyer, a Georgia resident (“Ramesh”), Jana Iyer, a Georgia resident (“Jana” and, together with Ramesh, the “Sellers,” and

ORBITAL ENERGY GROUP’S SUBSIDIARY, GIBSON TECHNICAL SERVICES, ACQUIRES PRIVATELY OWNED ENGINEERING COMPANY, IMMCO INC.

Exhibit 99.1 ORBITAL ENERGY GROUP?S SUBSIDIARY, GIBSON TECHNICAL SERVICES, ACQUIRES PRIVATELY OWNED ENGINEERING COMPANY, IMMCO INC. HOUSTON, (August 2, 2021) ? Orbital Energy Group, Inc. (NASDAQ: OEG) (?OEG?) today announced its telecommunications subsidiary, Gibson Technical Services, Inc. (?GTS?), has entered into a definitive Stock Purchase Agreement (?SPA?) to acquire 100% of IMMCO, Inc. (?IMM

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. E

Securities Purchase Agreement dated July 21, 2021, by and among Orbital Energy Group, Inc. and the purchasers identified on the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 21, 2021, and is between Orbital Energy Group, Inc., a corporation incorporated under the laws of the state of Colorado (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purch

10,410,959 shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252682 PROSPECTUS SUPPLEMENT (To Prospectus dated April 29, 2021) 10,410,959 shares of Common Stock We are offering 10,410,959 shares of our common stock at a purchase price of $3.65 per share of common stock to institutional investors pursuant to this prospectus supplement and the accompanying prospectus and Securities Purchase Agreement with

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. E

ORBITAL ENERGY GROUP, INC. ANNOUNCES $38 MILLION REGISTERED DIRECT OFFERING

EX-99.1 5 ex265226.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 ORBITAL ENERGY GROUP, INC. ANNOUNCES $38 MILLION REGISTERED DIRECT OFFERING HOUSTON, July 21, 2021 /PRNewswire/ - Orbital Energy Group, Inc. (NASDAQ: OEG) ("OEG") today announced it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 10,410,959 shares of its common stock at a purch

Placement Agency Agreement dated July 21, 2021, between Orbital Energy Group, Inc. and A.G.P./Alliance Global Partners.

Exhibit 1.1 July 21, 2021 Orbital Energy Group, Inc. 1924 Aldine Western Houston, Texas 77038 Attention: William Clough Executive Chairman Email: [email protected] Dear Mr. Clough: This letter (the ?Agreement?) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (?A.G.P.?) (A.G.P. is also referred to herein as the ?Placement Agent?), and Orbi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 13, 2020, Orbital Energy Group, Inc., a Colorado corporation (?Orbital Energy?, the ?Company?, ?we?, or ?our?) entered into a share purchase agreement to acquire Gibson Technical Services, Inc. ("GTS"), an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisd

Table of Contents

Exhibit 99.1 Gibson Technical Services, Inc. (A Corporation) Financial Statements Years Ended December 31, 2020 and 2019 With Independent Auditor?s Report Table of Contents Independent Auditor's Report 1 Financial Statements Balance sheets 2 Statement of operations 3 Statement of stockholders' equity 4 Statement of cash flows 5 Notes to financial statements 6-11 Independent Auditor?s Report To the

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. Em

Orbital Energy Group Reports First Quarter 2021 Financial Results First Quarter Revenues Increased 67% Year over Year as Total Backlog Grew to $62.1 million

EX-99.1 2 ex238986.htm EXHIBIT 99.1 Exhibit 99.1 Orbital Energy Group Reports First Quarter 2021 Financial Results First Quarter Revenues Increased 67% Year over Year as Total Backlog Grew to $62.1 million HOUSTON, May 17, 2021 - Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital Energy” or the “Company”) today reported unaudited financial results for the three months ended March 31, 2021. Financi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period 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 0-29923 Orbit

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. Em

Note Purchase Agreement with institutional investor for issuance of note payable dated May 11, 2021

Exhibit 10.112 NO T E PU R C H A S E AG R E E M E N T THIS NOTE PURCHASE AGREEMENT (this ?Agreement?), dated as of May 11, 2021, is entered into by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (?Company?), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreemen

Common Stock Preferred Stock Debt Securities

Filed Pursuant to Rule 424(b)(2) Registration No. 333-252682 $150,000,000 Common Stock Preferred Stock Debt Securities Warrants Rights Units INVESTING IN OUR SECURITIES INVOLVES RISKS, INCLUDING BUT NOT LIMITED TO THE VOLATILITY OF OUR STOCK PRICE. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING "RISK FACTORS" ON PAGE 9 AND CONTAINED IN THE APPLICABLE PROSPECTUS

April 27, 2021

CORRESP 1 filename1.htm April 27, 2021 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Attn: Daniel Morris 100 F Street, N.E. Washington, D.C. 20549-0306 Re: Orbital Energy Group, Inc. Registration Statement on Form S-3 SEC Registration No. 333-252682 Dear Mr. Morris: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersign

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

ORBITAL ENERGY GROUP, INC. STOCK APPRECIATION RIGHTS AGREEMENT

Exhibit 99.1 ORBITAL ENERGY GROUP, INC. STOCK APPRECIATION RIGHTS AGREEMENT THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2021 by ORBITAL ENERGY GROUP, INC., a Colorado corporation (the “Company”) for the benefit of (the “Participant”). Grant Date: April 23, 2021 Number of SARs: Exercise Price per SAR: $2.89 Expiration Date: April 23, 2024 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Orbital Energy Group, Inc. (OEG) (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Orbital Energy Group, Inc. (OEG) (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 126576206 (CUSIP Number) Brandon S. Martin, Sr. Orbital Solar Services 5313 Womack Road Sanford, NC 27330 Attention: Brandon S. Martin, Sr (919) 267-993

Orbital Energy Group, Inc. Acquires Privately Held Telecommunications Company, Gibson Technical Services, Inc., for $48.0 Million

EX-99.1 2 ex241107.htm EXHIBIT 99.1 - PRESS RELEASE ANNOUNCING CLOSING OF GIBSON TECHNICAL SERVICES, INC. ACQUISITION Exhibit 99.1 Orbital Energy Group, Inc. Acquires Privately Held Telecommunications Company, Gibson Technical Services, Inc., for $48.0 Million HOUSTON, (April 14, 2021) – Orbital Energy Group, Inc. (NASDAQ: OEG) (“OEG” or “Company”) today announced the completion of its previously

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

SHARE PURCHASE AGREEMENT

EX-99.2 3 ex241108.htm EXHIBIT 99.2 - SHARE PURCHASE AGREEMENT BY AND BETWEEN ORBITAL ENERGY GROUP, INC., GIBSON TECHNICAL SERVICES, INC. AND ITS SHAREHOLDERS, DATED APRIL 13, 2021 Exhibit 99.2 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”), dated as of April [+], 2021, is entered into by and among Stuart V. Gibson (“Gibson”), Michael E. McCracken (“McCracken”), Jon A. M

April 6, 2021

CORRESP 1 filename1.htm FILE No. 044877.107865 April 6, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Daniel Morris and Erin Jaskot Washington, D.C. 20549 RE: Orbital Energy Group, Inc. Registration Statement on Form S-3 Filed February 3, 2021 File No. 333-252682 Dear Mr. Morris and Ms. Jaskot: We are submitting this letter o

Form S-3/A

As filed with the Securities and Exchange Commission on April 6, 2021 Registration No.

Orbital Energy Group Reports Fourth Quarter and Full Year 2020 Financial Results Fourth Quarter and Full Year Revenues Increased 99% and 63.5% Year over Year, Respectively

EX-99.1 2 ex236280.htm EXHIBIT 99.1 Exhibit 99.1 Orbital Energy Group Reports Fourth Quarter and Full Year 2020 Financial Results Fourth Quarter and Full Year Revenues Increased 99% and 63.5% Year over Year, Respectively HOUSTON, March 30, 2021 - Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital Energy” or the “Company”) today reported unaudited financial results for the three and twelve months e

List of all subsidiaries, state of incorporation and name under which the subsidiary does business.

EX-21.3 2 ex193039.htm EXHIBIT 21.3 Exhibit 21.3 List of all subsidiaries, state of incorporation and name under which the subsidiary does business. Effective April 1, 2013, Orbital Energy Group, Inc. closed on a share purchase agreement to acquire 100% of the equity interest in Orbital Gas Systems Ltd., a company organized under the laws of England and Wales. Orbital Gas Systems, Ltd. does busine

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 0-29923 Orbital Energy G

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 oeg202103238k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

Note Purchase Agreement with institutional investor for issuance of note payable dated March 23, 2021

Exhibit 10.1 Note Purchase Agreement This Note Purchase Agreement (this ?Agreement?), dated as of March 23, 2021, is entered into by and between Orbital Energy Group, Inc., a Colorado corporation (?Company?), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement in reliance u

February 24, 2021

CORRESP 1 filename1.htm FILE No. 044877.107865 February 24, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Daniel Morris and Erin Jaskot Washington, D.C. 20549 RE: Orbital Energy Group, Inc. Registration Statement on Form S-3 Filed February 3, 2021 File No. 333-252682 Dear Mr. Morris and Ms. Jaskot: We are submitting this lett

- FORM S-3/A

S-3/A 1 oeg20210219s3a.htm FORM S-3/A As filed with the Securities and Exchange Commission on February 24, 2021 Registration No. 333-252682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Orbital Energy Group, Inc. (Exact name of registrant as specified in its Charter) Colorado 84-1463284 (Stat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

Amended and restated Securities Purchase Agreement with institutional investor dated February 12, 2021.

Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement (this ?Agreement?) is entered into as of February 8, 2021 (?Effective Date?), by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (?Lender?), and ORBITAL ENERGY GROUP, INC., a Colorado corporation (?Borrower?). Any capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms

- FORM S-3

As filed with the Securities and Exchange Commission on February 3, 2021 Registration No.

ORBITAL ENERGY GROUP ANNOUNCES $35 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET UNDER NASDAQ RULES

Exhibit 99.1 ORBITAL ENERGY GROUP ANNOUNCES $35 MILLION REGISTERED DIRECT OFFERING PRICED AT-THE-MARKET UNDER NASDAQ RULES Houston, Texas., Jan. 13, 2021 (GLOBE NEWSWIRE) – Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital” or the “Company”) today announced it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 10,000,000 shares of its common

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2021 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S

Placement Agency Agreement for the sale of shares at a price to the public of $3.50 per share.

Exhibit 1.1 January 13, 2021 Orbital Energy Group, Inc. 1924 Aldine Western Houston, Texas 77038 Attention: William Clough Executive Chairman Email: [email protected] Dear Mr. Clough: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and O

10,000,000 Shares of Common Stock ORBITAL ENERGY GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-239914 PROSPECTUS SUPPLEMENT (To Prospectus dated September 2, 2020) 10,000,000 Shares of Common Stock ORBITAL ENERGY GROUP, INC. We are offering 10,000,000 shares of our common stock at a purchase price of $3.50 per share of common stock to institutional investors pursuant to this prospectus supplement and the accompanying prospectus and Secur

Securities Purchase Agreement dated January 13, 2021, by and among Orbital Energy Group, Inc. and the purchasers identified on the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2021, and is between Orbital Energy Group, Inc., a corporation incorporated under the laws of the state of Colorado (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orbital Energy Group, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68559A109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Orbital Energy Group, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orbital Energy Group, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 68559A109 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to whic

Securities Purchase Agreement dated December 31, 2020, by and among Orbital Energy Group, Inc. and the purchasers identified on the signature pages thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2020, and is between Orbital Energy Group, Inc., a corporation incorporated under the laws of the state of Colorado (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “P

5,555,556 Shares of Common Stock ORBITAL ENERGY GROUP, INC.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-239914 PROSPECTUS SUPPLEMENT (To Prospectus dated September 2, 2020) 5,555,556 Shares of Common Stock ORBITAL ENERGY GROUP, INC. We are offering 5,555,556 shares of our common stock at a purchase price of $1.80 per share of common stock to institutional investors pursuant to this prospectus supplement and the accompanying prospectus and Securit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

Placement Agency Agreement for the sale of shares at a price to the public of $1.80 per share.

Exhibit 1.1 December 31, 2020 Orbital Energy Group, Inc. 1924 Aldine Western Houston, Texas 77038 Attention: William Clough Executive Chairman Email: [email protected] Dear Mr. Clough: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and

ORBITAL ENERGY GROUP, INC. PRICES $10 MILLION REGISTERED DIRECT OFFERING

Exhibit 99.1 ORBITAL ENERGY GROUP, INC. PRICES $10 MILLION REGISTERED DIRECT OFFERING Houston, Dec. 31, 2020 /PRNewswire/ - Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital” or the “Company”) today announced it has entered into a securities purchase agreement with institutional investors for the purchase and sale of 5,555,556 shares of its common stock, at a purchase price of $1.80 per share, in

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S

Orbital Energy Group Regains Nasdaq Compliance

Exhibit 99.1 Orbital Energy Group Regains Nasdaq Compliance HOUSTON, (December 9, 2020) – Orbital Energy Group, Inc. (NASDAQ: OEG) (“Orbital Energy” or the “Company”), today announced that it received official notification from The NASDAQ Stock Market that the Company has regained compliance with the minimum bid price requirement for continued listing on the NASDAQ Capital Market. On December 8, 2

Securities Purchase Agreement with institutional investor for issuance of convertible securities dated November 13, 2020

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2020, is entered into by and between ORBITAL ENERGY GROUP, INC., a Colorado corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing and delivering this Agreemen

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.

Orbital Energy Group Reports Third Quarter 2020 Financial Results Reach Construction Group, Orbital Power Services and Increasing Customer Activity Drive 124% Quarterly Revenue Growth from Continuing Operations

Exhibit 99.1 Orbital Energy Group Reports Third Quarter 2020 Financial Results Reach Construction Group, Orbital Power Services and Increasing Customer Activity Drive 124% Quarterly Revenue Growth from Continuing Operations HOUSTON, November 16, 2020 - Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital Energy” or the “Company”) today reported unaudited financial results for the three and nine mont

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 0-29923 O

OEG / Orbital Energy Group, Inc. / Bleichroeder LP - ORBITAL ENERGY - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Orbital Energy Group, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 68559A109 (CUSIP Number) October 08, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Schedule 14A Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential for use of the Commission ☒ Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Common Stock Preferred Stock Debt Securities

Files pursuant to Rule 424(b)(2) Registration No. 333-239914 $50,000,000 Common Stock Preferred Stock Debt Securities Warrants Rights Units INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING "RISK FACTORS" ON PAGE 5 AND CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT, ANY RELATED FREE WRITING PROSPECTUS AND OUR FILINGS

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CORRESP 1 filename1.htm August 31, 2020 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance Attn: Lori Abbott 100 F Street, N.E. Washington, D.C. 20549-0306 Re: Orbital Energy Group, Inc. Registration Statement on Form S-3 SEC File No. 333-239914 Dear Ms. Abbott: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respec

Orbital Energy Group Reports Second Quarter 2020 Financial Results Continues Building Diversified Energy Infrastructure Services Platform as Operating Conditions Improve and Customer Activity Increases Since Onset of COVID-19

Exhibit 99.1 Orbital Energy Group Reports Second Quarter 2020 Financial Results Continues Building Diversified Energy Infrastructure Services Platform as Operating Conditions Improve and Customer Activity Increases Since Onset of COVID-19 HOUSTON, August 18, 2020 - Orbital Energy Group, Inc. (Nasdaq: OEG) (“Orbital Energy” or the “Company”) today reported unaudited financial results for the three

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S.

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 0-29923 Orbita

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):☐Form 10-K ☐Form 20-F ☐Form 11-K ☒Form 10-Q☐Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2020 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR For

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 1, 2020, Orbital Energy Group, Inc. formerly known as CUI Global, Inc., a Colorado corporation (“Orbital Energy”, the “Company”, “we”, or “our”) entered into an equity purchase agreement to acquire the assets of Reach Construction Group, LLC ("Reach"), an industry-leading solar construction company. The Company paid

REACH CONSTRUCTION GROUP, LLC FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT FOR THE YEAR ENDED DECEMBER 31, 2018 REACH CONSTRUCTION GROUP, LLC

Exhibit 99.1 REACH CONSTRUCTION GROUP, LLC FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT FOR THE YEAR ENDED DECEMBER 31, 2018 REACH CONSTRUCTION GROUP, LLC Index Page Independent Auditor’s Report 1 Balance Sheet 2-3 Statement Of Income And Member’s Deficit 4 Statement Of Cash Flows 5 Notes To The Financial Statements 6-12 Independent Auditor’s Report To the Member of Reach Construction Gro

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdi

Form S-3

Table of Contents As filed with the Securities and Exchange Commission on July 17, 2020 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2020 Commission File Number: 0-29923 Orbital Energy Group, Inc. (Exact Name of registrant as specified in Its Charter) Colorado 84-1463284 (State or jurisdiction of (I.R.S. Em

ORBITAL ENERGY GROUP, INC. (f/k/a CUI Global, Inc.) EMPLOYEE STOCK APPRECIATION RIGHTS AGREEMENT – CASH SETTLED

Exhibit 99.1 ORBITAL ENERGY GROUP, INC. (f/k/a CUI Global, Inc.) EMPLOYEE STOCK APPRECIATION RIGHTS AGREEMENT – CASH SETTLED (Officer) THIS AGREEMENT (“Agreement”) is effective as of the 1st day of June 2020 (the “Grant Date”), by and between ORBITAL ENERGY GROUP, INC. (f/k/a CUI Global, Inc.), a Colorado corporation (the “Company”), and (the “Grantee”). In consideration of good and valuable consi

- FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Orbital Energy Group, Inc. (Exact name of registrant as specified in its charter) Colorado 0-29923 84-1463284 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 1924 Aldine Western Houston, Texas 77038 (Address of Pr

Conflict Minerals Report

Exhibit 1.01 Orbital Energy Group, Inc. Conflict Minerals Report (For Year Ended December 31, 2019) Introduction This report for the year ended December 31, 2019 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (“the Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict m

Unsecured Paycheck Protection Program loan agreement sponsored by the Small Business Administration between CUI Global, Inc and Bank of America dated April 30, 2020.

Exhibit 10.01 Promissory Note Date Loan Amount Interest Rate after Deferment Period Deferment Period April 30, 2020 $367,395.00 1.00% fixed per annum 6 months This Promissory Note (“Note”) sets forth and confirms the terms and conditions of a term loan to CUI Global Inc (whether one or more than one, “Borrower”) from Bank of America, NA, a national banking association having an address of P.O. Box