Orbital Infrastructure : Failure to Satisfy Listing Rule - Form 8-K

oeg20230119_8k.htm

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 or jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
5444 Westheimer Road, Houston, Texas	77052
(Address of Principal Executive Offices)	(Zip Code)

[phone]

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

On July 19, 2022, Nasdaq notified Orbital Infrastructure Group, Inc. ("we", "us" or the "Company") that the bid price of our common stock had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the "Rule"). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until January 16, 2023, to regain compliance with the Rule.

On January 18, 2023, Nasdaq staff notified the Company it has not regained compliance with the Rule and is not eligible for a second 180 day extension and therefore subject to delisting unless the Company requests an appeal of this determination.

The Company intends to appeal the staff's determination to the Panel on a timely basis, which will stay the suspension of the Company's common stock.

The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. As part of the Company's plan to regain compliance with the Rule, the Company has filed preliminary proxy materials on January 19, 2023 which, among other matters, request that our stockholders vote to approve a reverse stock split of our outstanding common stock, at a reverse stock split ratio ranging from any whole number between 10 for 1 and 40 for 1, subject to and determined by the board of directors (the "Reverse Stock Split") with the goal being that the Reverse Stock Split will result in the Company's common stock regaining compliance with the Nasdaq minimum closing bid price requirement. However, there can be no assurance that the Company's stockholders will approve the Reverse Stock Split or that the Reverse Stock Split will increase the share price of our common stock at or above the required $1.00 per share, initially or in the future, or for any certain number of days. Further, there can be no assurance that, even if the Company regains compliance with the minimum closing bid price requirement by this action, it will occur in sufficient time to satisfy the Panel or that the Panel will ultimately grant the Company's request for continued listing.

Forward-Looking Statements

This current report contains "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company's intent or ability to regain compliance with the minimum stockholders' equity requirement, market value of listed securities or $1.00 bid price requirement and the Company's ability to appeal any staff Delisting Determination letter. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will meet the stockholders' equity requirement, market value of listed securities or the bid price requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, that the Company has and expects to continue to incur significant losses, our ability to service or refinance outstanding debt obligations, the Company's need for additional funding, which may not be available, our ability to continue as a going concern, and the other important factors described under the caption "Risk Factors" in the Company's Annual Report on Form 10-K filed for year ended December 31, 2022 and its other subsequent filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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 23th day of January 2023.

Orbital Infrastructure Group, Inc.

(Registrant)

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

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