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~~October 245, 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 Number)	(IRS Employer
incorporation)		Identification No.)

5444 Westheimer Road, Suite 1650 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 467-1420

(Former name or former address, if changed since last report)

Not Applicable

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 240.14d-2(b))

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

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

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. ☐

~~Item~~Explanatory ~~1.01. Entry into a Material Definitive Agreement.~~Note

As previously disclosed, on August 23, 2023, Orbital Infrastructure Group, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Company Parties”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption “In re: Orbital Infrastructure Group, Inc., et al.,” Cases No. 23-90763 through 23-90767. The Company Parties continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~DIP~~Item ~~Credit~~1.01. ~~Agreements~~Entry into a Material Definitive Agreement.

InOn ~~connection~~October ~~with the Chapter 11 Cases~~5, ~~on August 25,~~ 2023, the Bankruptcy Court entered an ~~interim~~ order (the “~~Interim~~Sale ~~DIP~~ Order”) authorizing ~~and approving~~ the Company’s entry into ~~two~~(i) ~~superpriority~~a ~~senior~~Purchase ~~secured~~Agreement ~~debtor-in-possession~~with ~~credit~~Ocelot ~~agreements.~~Bidco InLLC ~~accordance~~(the “FLP Buyer”) with respect to the ~~Interim~~sale ~~DIP~~of ~~Order,~~all onof ~~August~~the ~~28,~~issued ~~2023,~~and ~~the~~outstanding ~~Company~~membership ~~entered~~interests ~~into:~~of Front Line Power Construction, LLC (i“FLP”), ~~that~~a ~~certain~~Texas ~~Superpriority~~limited ~~Senior~~liability ~~Secured~~company ~~Debtor-in-Possession~~and ~~Credit~~wholly ~~Agreement~~owned subsidiary of the Company (the “FLP ~~Credit~~Purchase Agreement”), by and ~~among~~(ii) ~~the~~a ~~Company;~~Share ~~its~~Purchase ~~wholly~~Agreement ~~owned~~with ~~subsidiaries,~~Streeterville ~~Front Line Power Construction~~Capital, LLC (the “~~Front~~GTS ~~Line~~Buyer”) with respect to the sale of all of the issued and ~~Eclipse~~outstanding ~~Foundation~~shares ~~Group~~of common stock of Gibson Technical Services, Inc. (“GTS”), asa ~~guarantors;~~Georgia ~~the~~corporation ~~various~~and ~~lenders~~wholly ~~named~~owned ~~therein~~subsidiary of the Company (~~collectively~~the “GTS Purchase Agreement” and, together with the “FLP ~~Lenders~~Purchase Agreement, the “Purchase Agreements”);. The proposed transactions with the FLP Buyer and ~~Alter~~the ~~Domus~~GTS ~~(US)~~Buyer ~~LLC~~are part of a sale process under Section 363 of the Bankruptcy Code, asin ~~administrative~~which ~~agent~~the FLP Buyer and ~~collateral~~the ~~agent;~~GTS Buyer were the “stalking horse” bidders. The FLP Buyer and ~~(ii)~~the ~~that~~GTS ~~certain~~Buyer ~~Superpriority~~submitted ~~Senior~~credit ~~Secured~~bids ~~Debtor-~~to acquire the equity interests in~~-Possession~~ ~~Credit~~FLP ~~Agreement~~and (GTS, respectively, subject to the ~~“GTS~~receipt ~~Credit~~of ~~Agreement”~~higher or better offers. No viable higher or better offers were submitted and as a result, ~~together~~on ~~with~~October 3, 2023, the Chapter 11 auction process was cancelled and the FLP ~~Credit~~Buyer and the GTS Buyer were declared the winning bidders. Pursuant to the FLP Purchase Agreement, the ~~“DIP~~FLP ~~Credit~~Buyer ~~Agreements”)~~agreed byto ~~and~~acquire ~~among~~the equity interests in FLP for aggregate consideration consisting of (i) the ~~Company;~~FLP ~~its~~Buyer’s ~~wholly~~credit ~~owned~~bid ~~subsidiary~~of approximately $171,000,000 ~~Gibson~~for ~~Technical~~certain ~~Services~~prepetition obligations and approximately $7,500,000 ~~Inc.~~for the Front Line DIP Obligations (~~“GTS”~~as defined in the FLP Purchase Agreement), as(ii) ~~guarantor;~~$2,000,000 cash and ~~Streeterville~~(iii) ~~Capital,~~the ~~LLC~~release (of certain guarantees in respect of the ~~“GTS~~Prepetition ~~Lender”~~Credit Agreement Claims and Prepetition Secured Promissory Note Obligations (in each case, ~~together~~as ~~with~~defined in the FLP ~~Lenders~~Purchase Agreement). The FLP Buyer also agreed to waive and release all other claims against, and debts owing from, any of the ~~“DIP~~Company ~~Lenders”)~~Parties, other than any obligations of the Company under the FLP Purchase Agreement that survive the closing of the transactions contemplated thereby pursuant to the terms of the FLP Purchase Agreement. ~~Each~~Pursuant ~~DIP~~to ~~Credit~~the GTS Purchase Agreement, ~~provides~~the ~~for~~GTS aBuyer ~~multiple~~agreed ~~advance~~to ~~term~~acquire ~~loan~~the equity interests in anGTS for aggregate ~~principal~~consideration ~~amount~~consisting ~~not~~of to(i) ~~exceed~~the GTS Buyer’s credit bid of approximately $~~7.5~~33,500,000 ~~million~~for certain secured prepetition obligations, or(ii) the GTS Buyer’s credit bid of $~~15.0~~6,500,000 ~~million~~for the DIP Obligations (as defined in the ~~aggregate~~GTS ~~under~~Purchase ~~both~~Agreement) ~~DIP~~and ~~Credit~~(iii) ~~Agreements~~$1,700,000 ~~with~~in ~~each~~cash ~~draw~~to be paid to ~~occur~~the atCompany’s ~~predetermined~~chapter ~~times~~11 estate. The GTS Buyer also agreed to waive and ~~upon~~release ~~the~~all ~~occurrence~~other claims against, and debts owing from, any of ~~certain~~the ~~bankruptcy~~Company ~~milestones~~Parties, other than the Company’s obligations arising under the GTS Purchase Agreement. As previously disclosed, the GTS Buyer and certain affiliates of the FLP Buyer are parties to superpriority senior secured debtor-in-possession ~~each~~financing ~~case~~credit ~~subject~~agreements to ~~the~~provide ~~terms~~up ~~and~~to ~~conditions~~$15.0 ~~set~~million ~~forth~~of ~~therein~~incremental liquidity to the Company.

~~Borrowings~~The ~~under~~Purchase ~~the~~Agreements ~~DIP~~contain ~~Credit~~customary ~~Agreements~~representations ~~are~~and ~~superpriority~~warranties ~~senior~~of ~~secured~~the ~~obligations~~parties ofand the ~~Company,~~closing ~~secured~~of byeach ~~superpriority~~transaction ~~senior~~is ~~secured~~subject ~~liens~~to ona ~~the~~number ~~Collateral~~of ~~(as~~conditions, ~~defined~~including, inamong others, (i) the ~~DIP~~accuracy ~~Credit~~of ~~Agreements~~representations and warranties of the parties, (ii). ~~The~~compliance with ~~maturity~~the ~~date~~obligations of ~~each~~the ~~DIP~~parties ~~Credit~~set ~~Agreement~~forth isin the ~~earlier~~Purchase ofAgreements, ~~November~~(iii) 30there being in effect no action, ~~2023~~suit or ~~upon~~other proceedings (that, in the ~~occurrence~~case of ~~certain~~the ~~bankruptcy-related~~GTS ~~triggers~~Purchase Agreement, ~~such~~is asnot stayed by the ~~sale~~Bankruptcy ofCourt) ~~the~~pending ~~equity~~before inany ~~GTS~~governmental body seeking or ~~Front~~threatening ~~Line.~~to ~~The~~restrain ~~DIP~~or ~~Credit~~prohibit ~~Agreements~~the ~~bear~~consummation ~~interest~~of atthe asales ~~rate~~contemplated ofby ~~10%~~the ~~per~~Purchase ~~annum~~Agreements, ~~with~~and ~~all~~(iv) ~~interest~~the ~~and~~Sale ~~principal~~Order ~~due~~having atbecome ~~maturity~~a final order of the Bankruptcy Court.

~~The~~Each ~~DIP~~Purchase ~~Credit~~Agreement ~~Agreements~~may ~~include~~be ~~representations~~terminated, ~~from~~subject to certain exceptions: (i) by the ~~Company~~mutual ~~that~~written ~~are~~consent ~~customary~~of ~~for~~the ~~debtor-in-possession~~applicable ~~financings.~~parties; ~~The~~(ii) ~~DIP~~by ~~Credit~~either ~~Agreements~~party, ~~also~~if ~~include~~(a) ~~various~~the ~~affirmative~~Bankruptcy ~~and~~Court ~~negative~~denies ~~covenants~~the ~~applicable~~motion tofor the ~~Company~~applicable ~~Parties~~proposed sale; (b) any governmental body shall have enacted, ~~including~~promulgated, aissued ~~covenant~~or toentered ~~adhere~~an toorder aor ~~budget~~enforced ~~satisfactory~~any toinjunction, ~~the~~judgment, ~~FLP~~order ~~Lenders~~or ruling permanently restraining, enjoining, or otherwise prohibiting the ~~GTS~~consummation ~~Lender,~~of asthe applicable, asproposed ~~well~~sale asand ~~other~~such ~~customary~~order ~~covenants~~shall ~~for~~have ~~debtor-in-possession~~become ~~financings~~final ofand ~~this~~non-appealable, ~~type~~or, ~~including~~with ~~restrictions~~respect onto the ~~incurrence~~GTS ofPurchase ~~indebtedness~~Agreement, ~~capital~~thirty ~~expenditures,~~days ~~mergers,~~have ~~sales~~elapsed ~~and~~from ~~other~~the ~~dispositions~~issuance of ~~property~~such order and ~~other~~such ~~fundamental~~order ~~changes.~~has ~~The~~not ~~DIP~~been ~~Credit~~removed ~~Agreements~~or ~~provide~~vacated; ~~for~~(c) ~~customary~~the ~~events~~applicable ofproposed ~~default,~~sale ~~including~~has ~~defaults~~not ~~resulting~~been ~~from~~consummated ~~non-payment~~by ofNovember ~~principal~~30, ~~interest~~2023; or(d) ~~other~~for ~~amounts~~certain ~~when~~material ~~due,~~breaches ~~failure~~by tothe ~~perform~~applicable orcounterparty ~~observe~~of ~~covenants,~~its representations and ~~the~~warranties ~~failure~~or covenants that remain uncured; (iii) with respect to ~~achieve~~the ~~certain~~GTS ~~milestones~~Purchase inAgreement, by either party if the ~~bankruptcy~~Bankruptcy ~~proceedings.~~Court ~~The~~approves ~~proceeds~~an ofalternative ~~all~~transaction orwith aone ~~portion~~or ofmore ~~borrowings~~persons ~~under~~other than the ~~DIP~~GTS ~~Credit~~Buyer; ~~Agreements~~(iv) ~~may~~with berespect ~~used~~to ~~for,~~the ~~among~~FLP ~~other~~Purchase ~~things~~Agreement, ~~post-petition~~by ~~working~~the ~~capital~~Company ~~for~~if the ~~Company~~Bankruptcy ~~and~~Court ~~its~~approves ~~subsidiaries~~an toalternative ~~operate~~transaction inwith ~~the~~one ~~ordinary~~or ~~course~~more ofpersons ~~business,~~other ~~payment~~than ofthe ~~costs~~FLP toBuyer; ~~administer~~(v) with respect to the ~~Chapter~~FLP 11Purchase ~~Cases~~Agreement, ~~payment~~by ofthe ~~expenses~~FLP ~~and~~Buyer ~~fees~~if any of the ~~transactions~~milestones ~~contemplated~~related byto the Chapter 11 Cases, ~~payment~~are not met or there has been an occurrence resulting in a material adverse impact on the business of ~~court-approved~~FLP; ~~adequate~~(vi) ~~protection~~with ~~obligations~~respect ~~under~~to the ~~DIP~~FLP ~~Credit~~Purchase ~~Agreements~~Agreement, ~~and~~by ~~payment~~the FLP Buyer if the direct or indirect management responsibilities of ~~other~~the ~~costs,~~Prepetition Promissory Note Holder (as defined in ~~each~~the ~~case,~~FLP ~~subject~~Purchase toAgreement) anhave ~~approved~~been ~~budget~~materially ~~and~~diminished ~~such~~from ~~other~~those ~~purposes~~held ~~permitted~~by ~~under~~him as of the ~~DIP~~date ~~Credit~~of ~~Agreements~~execution ~~and~~of the ~~Interim~~FLP ~~DIP~~Purchase ~~Order~~Agreement; or ~~any~~(vii) ~~other~~with ~~order~~respect ofto the ~~Bankruptcy~~GTS ~~Court.~~Purchase ~~The~~Agreement, ~~Company~~if ~~Parties~~the ~~will~~Chapter ~~seek~~11 ~~final~~Cases ~~approval~~have ofbeen ~~the~~dismissed ~~DIP~~or ~~Credit~~converted ~~Agreements~~to at a ~~hearing~~case inunder chapter 7 of the Bankruptcy ~~Court~~Code, ~~contemplated~~or toa ~~occur~~chapter on11 trustee is appointed and the trustee or ~~about~~the ~~September~~Company ~~20,~~does ~~2023~~not timely indicate their willingness to fulfill the obligations under the GTS Purchase Agreement.

The foregoing description of the ~~DIP~~Purchase ~~Credit~~ Agreements does not purport to be complete and is qualified in its entirety by reference to the ~~copies~~Purchase ~~of the DIP Credit~~ Agreements filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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

On August 24, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the Chapter 11 Cases served as an additional basis for delisting of the Company’s securities. The Company does not intend to appeal this determination.

Trading of the Company’s common stock will be suspended at the opening of business on September 5, 2023, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s common stock from listing and registration on Nasdaq.

Safe Harbor for Forward-Looking Statements

This Form 8-K and the related exhibits contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use forward-looking words, such as “may,” “will,” “could,” “should,” “would,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words that convey the uncertainty of future events or outcomes. These forward- looking statements are not guarantees of the Company’s future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and may be outside of the Company’s control. Therefore, the Company’s actual outcomes and results may differ materially from those expressed in or contemplated by the forward-looking statements. Factors and uncertainties that may cause the Company’s actual outcomes and results to differ from those expressed in or contemplated by forward-looking statements include, but are not limited to: risks attendant to the Chapter 11 bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 process, including with respect to the asset sale ~~and DIP Credit Agreements~~; the Company’s plans to sell certain assets pursuant to Chapter 11 of the U.S. Bankruptcy Code, the outcome and timing of such sale, and the Company’s ability to satisfy closing and other conditions to such sale; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s wind down, on the Company’s liquidity and results of operations (including the availability of operating capital during the pendency of Chapter 11); the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; the Company’s ability to continue funding operations through the Chapter 11 bankruptcy process, and the possibility that it may be unable to obtain any additional funding as needed; the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the Company’s ability to comply with the restrictions imposed by the terms and conditions of ~~the DIP Credit Agreements and other~~ financing arrangements; objections to the Company’s wind down process, ~~the DIP Credit Agreements,~~ or other pleadings filed that could protract Chapter 11; the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the effect of the Chapter 11 filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the potential asset sale and risks associated with third-party motions in Chapter 11; the timing or amount of any distributions, if any, to the Company’s stakeholders; expectations regarding future performance of assets expected to be sold in the bankruptcy process; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; the impact of litigation and regulatory proceedings; expectations regarding financial performance, strategic and operational plans, and other related matters; and other factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section of the Annual Report on Form 10-K for its 2022 fiscal year. Any forward-looking statement speaks only as of the date this Form 8-K. Except as may be required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and you are cautioned not to rely upon them unduly.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		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 thereto, as guarantors, the various lenders from time to time party thereto, as lenders and Alter Domus (US) LLC, as administrative agent and collateral agent
10.1		Purchase Agreement, dated as of October 5, 2023, by and between Orbital Infrastructure Group, Inc. and Ocelot Bidco LLC.
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 thereto, as guarantors and Streeterville Capital, LLC, as lender
10.2		Share Purchase Agreement, dated as of October 5, 2023, by and between Orbital Infrastructure Group, Inc. and Streeterville Capital, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

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 hereunto duly authorized.

Date:	August 30, 2023
		Orbital Infrastructure Group, Inc.
		By:	/s/ James F. O’Neil
			Name: James F. O’Neil
			Title: Chief Executive Officer

Date: October 12, 2023

	Orbital Infrastructure Group, Inc.


	By:	/s/ James F. O’Neil
		Name: James F. O’Neil
		Title: Chief Executive Officer

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