8-K/A

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)

Colorado	84-1463284
(State or jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
5444 Westheimer Road,  Houston, Texas	77056
(Address of Principal Executive Offices)	(zip code)

(832) 467-1420

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	OIG	Nasdaq Capital Market

Item 1.01 Entry into a Material Definitive Agreement.

This Amendment No. 4 to Current Report on Form 8-K amends the Current Report on Form 8-K filed on November 23, 2021, Amendment No. 1 to Current Report filed on December 14, 2021, Amendment No. 2  to Current Report on Form 8-K filed on April 4, 2022, and Amendment No. 3 to Current Report on Form 8-K filed on May 10, 2022 (the “Prior Filings”). The following is only a summary description and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits hereto and in the Prior Filings. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed thereto in the Exhibits hereto and in the Prior Filings. The terms of such Exhibits shall control in the event of any inconsistencies with the summary description set forth below.

Effective November 30, 2022, we entered into the following agreements and understandings with the FLP Sellers:

Section 3(ii) of the Modification Agreement is amended to amend the Restriction Period under the Tidal Lockup Letter and the Johnson Lockup Letter to be from the Closing on November 17, 2021 until April 1, 2023. 

Item 9.01 Financial Statement and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Amendment to modification agreement among Orbital Infrastructure Group, Inc., Kurt A. Johnson Jr. and Tidal Power Group LLC
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Signed and submitted this 5th day of December, 2022.

Orbital Infrastructure Group, Inc.

(Registrant)

By:	/s/ William J. Clough
	William J. Clough
	Chief Legal Officer

EX-99.1

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 note dated November 17, 2021 payable to KURT A. JOHNSON (“Johnson”) in the original principal amount of $34,356,000.00 (the “Johnson Original Note” and together with the Tidal Original Note, the “Original Notes”), and its promissory note dated November 17, 2021 payable to Johnson in the original principal amount of $1,090,000.00 (the “Johnson Supplemental Note” and together with the Original Notes, the “Notes”);

WHEREAS, on or about March 9, 2022, OEG, Tidal and Johnson executed and delivered that certain Promissory Notes & Lock-up Letter Agreement (as heretofore amended by that certain Amendment to Modification Agreement effective May 6, 2022 and Amendment #2 to Modification Agreement effective November 16, 2022, the “Modification Agreement”) and amendments to the Original Notes (the “Original Note Amendments”);

WHEREAS, on July 21, 2022, the shareholders of OEG approved a Conversion Plan whereby OEG was converted into Orbital Infrastructure Group, Inc., a Texas corporation (“OIG”) as of July 29, 2022, all of the outstanding shares of OEG were automatically converted in shares of OIG as of July 29, 2022, and OIG succeeded to all of the liabilities and obligations of OEG asw of July 29, 2022;

WHEREAS, the Parties wish to further amend the Modification Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of value received, the receipt and sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1.    This Amendment is entered into pursuant to Paragraph No. 5 of the Modification Agreement and shall be effective as of November 30, 2022. Except as set forth in this Amendment, all of the terms of the Modification Agreement shall remain in full force and effect.

2.    All references to OEG in the Purchase Agreement, the Notes, the Johnson Lockup Letter, the Tidal Lockup Letter, the Modification Agreement and the Original Note Amendments shall be a reference to OIG and all references to the Closing Stock Consideration shall refer to the common stock of OIG,

3.    Section 3(ii) of the Modification Agreement is amended to read as follows in its entirety:

(ii)         Amend the Restriction Period under the Tidal Lockup Letter and the Johnson Lockup Letter to be from the Closing until April 1, 2023.

4.    Any reference to the Modification Agreement in the Original Note Amendments shall refer to the Modification Agreement as amended by this Amendment.

5.    This Amendment shall be governed by and construed in accordance with the laws of the State of Texas. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. No amendment or waiver of any provision of this Amendment shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. The provisions of this letter agreement are binding solely upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each person executing this Amendment on behalf of a party represents and warrants that such person is duly authorized to execute this Amendment on behalf of, and that this Amendment is binding upon, such party.

AGREED TO AND ACCEPTED:

KURT A. JOHNSON JR.

   /s/ Kurt A. Johnson Jr.

TIDAL POWER GROUP LLC,

a Texas limited liability company

By: /s/ Monty Janak         

Printed Name: Monty Janak Title: Manager

ORBITAL INFRASTRUCTURE GROUP, INC.,

a Texas corporation,

(f/k/a Orbital Energy Group, Inc., a Colorado corporation)

By: /s/ William J. Clough         

Printed Name: William J. Clough Title: Executive Chairman & CLO

XML

Document And Entity Information	Nov. 17, 2021
Document Information [Line Items]
Entity, Registrant Name	Orbital Infrastructure Group, Inc.
Document, Type	8-K/A
Document, Period End Date	Nov. 17, 2021
Entity, File Number	0-29923
Entity, Incorporation, State or Country Code	CO
Entity, Tax Identification Number	84-1463284
Entity, Address, Address Line One	5444 Westheimer Road,
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77056
City Area Code	832
Local Phone Number	467-1420
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common stock
Trading Symbol	OIG
Security Exchange Name	NASDAQ
Amendment Description	seller note modification
Amendment Flag	true
Entity, Central Index Key	0001108967