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~~June 1628, 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 Identification No.)
Incorporation or Organization)

5444 Westheimer Road
Suite 1650
Houston, Texas 77056
(Address of Principal Executive Offices)

(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 23.~~02.~~01 ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~May~~December 1628, ~~2023~~2022,, ~~Orbital~~Staff ~~Infrastructure~~notified ~~Group, Inc. (~~the “Company”) ~~issued~~that athe ~~press~~market ~~release~~value ~~announcing~~of its listed securities had been below the ~~Company’s~~$35,000,000 ~~financial~~minimum ~~results~~ required for continued listing as set forth in Listing Rule 5550(b)(2) (the ~~three~~“Rule”) ~~months~~for ~~ended~~the ~~March~~previous ~~31, 2023.~~30 ~~The~~consecutive ~~press~~trading ~~release~~days. isTherefore, ~~being~~in ~~furnished~~accordance with ~~this~~Listing ~~report~~Rule on5810(c)(3)(C), ~~Form~~the ~~8-K~~Company aswas ~~Exhibit~~provided ~~99.1~~180 ~~and~~calendar isdays, ~~incorporated~~or ~~herein~~until byJune ~~reference~~26, 2023, to regain compliance with the Rule.

~~This~~The ~~report,~~Company ~~including~~has ~~the exhibit, shall~~ not beregained ~~deemed~~compliance towith ~~be “filed” for~~ the ~~purposes~~Rule. ~~of Section 18 of the Securities Exchange Act of 1934~~Accordingly, asits ~~amended,~~securities ~~nor~~will ~~shall it~~ be ~~incorporated~~delisted byfrom ~~reference~~The inNasdaq ~~any~~Capital filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference theretoMarket.

The ~~press~~Company ~~release~~intends isto ~~available~~appeal atthe staff’s determination to the Panel on a timely basis, which will stay the suspension of the Company’s ~~website, www~~common stock.~~orbitalinfrastructuregroup.com.~~

~~Section~~The 9Company -intends ~~Financial~~to ~~Statement~~evaluate ~~and~~available ~~Exhibits~~options to regain compliance with the $35,000,000 Minimum Bid Requirement.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release dated May 16, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 ~~16th~~ 30th day of ~~May~~June 2023.

Orbital Infrastructure Group, Inc.

(Registrant)

By: /s/ William J. Clough

William J. Clough

Executive Chairman and CLO

Filing Compare · Orbital Infrastructure Group, Inc.