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 520, 2023

Orbital Infrastructure Group, Inc. ~~(Exact name of registrant as specified in its charter)~~

(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. ☐

Explanatory 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~~Case No. 23-90763. ~~through~~Capitalized ~~23-90767.~~terms ~~The~~used ~~Company~~but ~~Parties~~not ~~continue~~otherwise todefined ~~operate~~herein ~~their~~shall ~~business~~have ~~and~~the ~~manage~~meanings ~~their~~ascribed ~~properties~~to asthem ~~“debtors-~~in~~-possession”~~ ~~under~~ the ~~jurisdiction~~Combined ofDisclosure ~~the~~Statement ~~Bankruptcy Court~~ and inPlan ~~accordance~~(as ~~with~~defined below), the ~~applicable~~solicitation ~~provisions~~version of ~~the~~which ~~Bankruptcy~~is ~~Code~~furnished ~~and~~as ~~orders~~Exhibit of99.1 ~~the~~to ~~Bankruptcy~~this ~~Court~~Current Report on Form 8-K.

Item 18.01. Other ~~Entry into a Material Definitive Agreement~~Events.

On October 516, 2023, the ~~Bankruptcy~~Company ~~Court~~Parties ~~entered~~filed anthe ~~order~~Combined ~~(the~~Disclosure ~~“Sale~~Statement ~~Order”)~~and ~~authorizing~~Joint ~~the~~Chapter ~~Company’s~~11 ~~entry~~Plan ~~into~~of ~~(i)~~Liquidation aof ~~Purchase~~Orbital ~~Agreement~~Infrastructure ~~with~~Group, ~~Ocelot~~Inc. ~~Bidco~~et ~~LLC~~al. (the “~~FLP~~Combined ~~Buyer”)~~Disclosure ~~with~~Statement ~~respect~~and toPlan”) describing the ~~sale~~proposed plan of ~~all~~liquidation ofand the ~~issued~~solicitation ~~and~~of ~~outstanding~~votes ~~membership~~from ~~interests~~certain of ~~Front~~the ~~Line~~Company ~~Power~~Parties’ ~~Construction,~~creditors ~~LLC~~to ~~(“FLP”),~~approve athe ~~Texas~~same. ~~limited~~The ~~liability~~Combined ~~company~~Disclosure Statement and ~~wholly~~Plan ~~owned~~provides ~~subsidiary~~that of the ~~Company~~holders ~~(the~~of ~~“FLP~~equity ~~Purchase~~interests ~~Agreement”),~~in ~~and~~the ~~(ii)~~Company awill ~~Share~~receive ~~Purchase~~no ~~Agreement~~recovery ~~with~~and ~~Streeterville~~that ~~Capital, LLC (~~the ~~“GTS~~Company ~~Buyer”)~~Parties ~~with~~will ~~respect~~be todissolved ~~the~~under ~~sale~~applicable oflaw ~~all~~upon of the ~~issued~~substantial ~~and~~consummation ~~outstanding shares~~ of ~~common~~the ~~stock~~plan of ~~Gibson~~liquidation. ~~Technical~~On ~~Services~~October 20, ~~Inc. (“GTS”)~~2023, athe ~~Georgia~~Bankruptcy ~~corporation~~Court ~~and~~entered ~~wholly~~an ~~owned~~order ~~subsidiary of the Company~~ (the “~~GTS~~Conditional ~~Purchase~~DS ~~Agreement~~Order”) ~~and~~that, ~~together~~among ~~with~~other ~~the FLP Purchase Agreement~~things, ~~the “Purchase Agreements”~~(a). ~~The~~conditionally ~~proposed~~approved ~~transactions with~~ the ~~FLP~~disclosure ~~Buyer~~statement ~~and~~contained in the ~~GTS~~Combined ~~Buyer~~Disclosure ~~are~~Statement ~~part~~and ofPlan aas ~~sale~~containing ~~process~~adequate ~~under~~information ~~Section~~for ~~363~~solicitation ofpurposes ~~the Bankruptcy Code~~only, in(b) ~~which~~established ~~the~~procedures ~~FLP~~for ~~Buyer~~solicitation and ~~the~~tabulation ~~GTS~~of ~~Buyer~~votes ~~were~~to ~~the~~accept ~~“stalking~~or ~~horse”~~reject ~~bidders. The FLP Buyer and~~ the ~~GTS~~Combined ~~Buyer~~Disclosure ~~submitted~~Statement ~~credit bids to acquire the equity interests in FLP~~ and ~~GTS~~Plan, ~~respectively,~~(c) ~~subject~~approved to the ~~receipt~~form of ~~higher~~ballot orand ~~better~~solicitation ~~offers.~~materials, No(d) ~~viable~~established ~~higher~~a orvoting ~~better~~record ~~offers~~date, ~~were~~(e) ~~submitted~~established ~~and~~a asdeadline afor ~~result,~~voting on ~~October~~and 3,filing ~~2023,~~objections to the ~~Chapter~~Combined 11Disclosure ~~auction~~Statement ~~process was cancelled~~ and ~~the~~Plan ~~FLP Buyer~~ and ~~the~~(f) ~~GTS~~fixed ~~Buyer were declared~~ the ~~winning~~date, ~~bidders.~~time ~~Pursuant~~and toplace ~~the~~for ~~FLP Purchase Agreement,~~ the ~~FLP~~hearing ~~Buyer agreed~~ to ~~acquire~~consider ~~the~~final ~~equity~~approval ~~interests~~of inthe ~~FLP~~adequacy ~~for~~of ~~aggregate~~information ~~consideration~~and ~~consisting~~confirmation of ~~(i)~~ the ~~FLP~~plan ~~Buyer’s credit bid~~ of ~~approximately~~liquidation ~~$171,000,000~~contained ~~for~~in ~~certain~~the ~~prepetition~~Combined ~~obligations~~Disclosure Statement and ~~approximately~~Plan. ~~$7,500,000~~The ~~for~~voting ~~the~~record ~~Front~~date, ~~Line~~which ~~DIP~~is ~~Obligations (as defined in~~ the ~~FLP~~date ~~Purchase~~as ~~Agreement),~~of ~~(ii)~~which ~~$2,000,000~~a ~~cash~~Holder ~~and~~of ~~(iii)~~record ~~the release~~ of ~~certain~~a ~~guarantees~~Claim inentitled ~~respect~~to ofvote on the ~~Prepetition~~Combined ~~Credit~~Disclosure ~~Agreement~~Statement ~~Claims~~ and ~~Prepetition~~Plan ~~Secured~~must ~~Promissory~~have ~~Note~~held ~~Obligations~~such ~~(in~~Claim, ~~each~~is ~~case,~~11:59 asp.m. ~~defined~~(Central inTime) ~~the~~on ~~FLP~~October ~~Purchase~~19, ~~Agreement)~~2023. The ~~FLP~~Bankruptcy ~~Buyer~~Court ~~also~~established ~~agreed~~4:00 top.m. ~~waive~~(prevailing ~~and~~Central ~~release~~Time) ~~all~~on ~~other~~November ~~claims against~~21, ~~and~~2023 ~~debts~~as ~~owing~~(i) ~~from,~~the ~~any~~deadline offor ~~the~~filing ~~Company~~and ~~Parties,~~serving ~~other~~objections ~~than~~to ~~any~~final ~~obligations~~approval of the ~~Company~~Combined ~~under~~Disclosure ~~the~~Statement ~~FLP~~and ~~Purchase~~Plan ~~Agreement~~and ~~that~~(ii) ~~survive~~ the ~~closing~~voting ofdeadline, ~~the~~which ~~transactions~~is ~~contemplated~~the ~~thereby~~deadline ~~pursuant~~for to the ~~terms~~submission of ~~the~~ballots ~~FLP~~to ~~Purchase~~vote ~~Agreement. Pursuant~~ to ~~the~~accept ~~GTS~~or ~~Purchase~~reject ~~Agreement,~~ the ~~GTS~~Combined ~~Buyer~~Disclosure ~~agreed~~Statement toand ~~acquire~~Plan. ~~the~~The ~~equity~~hearing ~~interests~~to inconsider ~~GTS~~final ~~for~~approval ~~aggregate consideration consisting~~ of ~~(i)~~ the ~~GTS~~adequacy ~~Buyer’s credit bid~~ of ~~approximately~~information ~~$33,500,000~~and ~~for~~confirmation ~~certain~~of ~~secured prepetition obligations, (ii)~~ the ~~GTS~~plan ~~Buyer’s credit bid~~ of ~~$6,500,000~~liquidation ~~for~~contained ~~the DIP Obligations (as defined~~ in the ~~GTS~~Combined ~~Purchase~~Disclosure ~~Agreement)~~Statement and ~~(iii)~~Plan ~~$1,700,000~~is inscheduled ~~cash~~ to becommence ~~paid~~on toNovember ~~the~~28, ~~Company’s~~2023 ~~chapter~~at 111:00 ~~estate~~p.m. ~~The~~(prevailing ~~GTS~~Central ~~Buyer~~Time), ~~also~~in ~~agreed~~the toBankruptcy ~~waive~~Court ~~and~~before ~~release~~the ~~all~~Honorable ~~other~~Christopher ~~claims~~M. ~~against~~Lopez, ~~and~~Courtroom ~~debts owing from~~401, ~~any~~515 ofRusk ~~the~~Street, ~~Company Parties~~Houston, ~~other~~Texas ~~than the Company’s obligations arising under the GTS Purchase Agreement~~77002. AsA ~~previously~~copy ~~disclosed,~~of the ~~GTS~~notice ~~Buyer~~of ~~and~~combined ~~certain~~hearing ~~affiliates~~on of the ~~FLP~~Combined ~~Buyer~~Disclosure ~~are~~Statement ~~parties~~and toPlan ~~superpriority~~is ~~senior~~attached ~~secured~~as ~~debtor-in-possession~~Exhibit ~~financing~~99.2 ~~credit agreements~~ to ~~provide~~this upCurrent toReport ~~$15.0~~on ~~million~~Form ~~of incremental liquidity to the Company.~~8-K

~~The~~Information ~~Purchase~~contained ~~Agreements~~in ~~contain~~the ~~customary~~Combined ~~representations~~Disclosure Statement and ~~warranties~~Plan ofis ~~the~~subject ~~parties~~to ~~and~~change, ~~the~~whether ~~closing~~as ofa ~~each~~result ~~transaction~~of isamendments ~~subject~~or tosupplements, athird-party ~~number~~actions, ofor ~~conditions~~otherwise, ~~including,~~and ~~among~~should ~~others,~~not ~~(i)~~be ~~the~~relied ~~accuracy~~upon ofby ~~representations~~any party. Such amendments and ~~warranties~~supplements will also be available for review and free of ~~the~~charge ~~parties,~~online ~~(ii)~~at ~~compliance~~ https://www.donlinrecano.com/Clients/oig/Index. Such amendments and supplements may be filed with the ~~obligations~~Bankruptcy ofCourt without the ~~parties~~filing ~~set~~of ~~forth~~an inaccompanying ~~the~~Current ~~Purchase~~Report ~~Agreements,~~on ~~(iii)~~Form ~~there~~8-K. ~~being~~The indocuments ~~effect~~and noother ~~action,~~information ~~suit~~available orvia ~~other~~website ~~proceedings~~or ~~(that,~~elsewhere inare ~~the~~not ~~case~~part of ~~the~~this ~~GTS~~Current ~~Purchase~~Report ~~Agreement,~~on isForm 8-K and shall not ~~stayed~~be bydeemed incorporated herein. The above description of the ~~Bankruptcy~~Combined ~~Court)~~Disclosure ~~pending~~Statement ~~before~~and ~~any~~Plan ~~governmental~~is ~~body~~a ~~seeking~~summary oronly ~~threatening~~and tois ~~restrain~~qualified orin ~~prohibit~~its ~~the~~entirety ~~consummation~~by ofreference to the ~~sales~~full ~~contemplated~~text byof the ~~Purchase~~Combined ~~Agreements,~~Disclosure Statement and ~~(iv)~~Plan. The solicitation version of the ~~Sale~~Combined ~~Order~~Disclosure ~~having~~Statement ~~become~~and aPlan ~~final~~is ~~order~~furnished ofas ~~the~~Exhibit ~~Bankruptcy~~99.1 ~~Court~~and is incorporated herein by reference.

~~Each~~This ~~Purchase~~Form ~~Agreement~~8-K ~~may~~is benot ~~terminated,~~a ~~subject~~solicitation to ~~certain~~accept exceptions: (i) by the mutual written consent of the applicable parties; (ii) by either party, if (a) the Bankruptcy Court denies the motion for the applicable proposed sale; (b) any governmental body shall have enacted, promulgated, issued or ~~entered~~reject ~~an order or enforced any injunction, judgment, order or ruling permanently restraining, enjoining, or otherwise prohibiting~~ the ~~consummation~~Combined ofDisclosure ~~the~~Statement ~~applicable proposed sale~~ and ~~such~~Plan. ~~order~~Any ~~shall~~solicitation ~~have~~process ~~become~~will ~~final~~be ~~and~~made ~~non-appealable,~~pursuant ~~or, with respect~~ to ~~the GTS Purchase Agreement, thirty days have elapsed from the issuance of such order~~ and ~~such~~in ~~order~~accordance ~~has~~with ~~not been removed or vacated; (c)~~ the ~~applicable~~Combined ~~proposed~~Disclosure ~~sale~~Statement ~~has not been consummated by November 30, 2023; (d) for certain material breaches by the applicable counterparty of its representations~~ and ~~warranties or covenants that remain uncured; (iii) with respect to the GTS Purchase Agreement~~Plan, ~~by either party if~~ the ~~Bankruptcy~~Conditional ~~Court~~DS ~~approves an alternative transaction with one or more persons other than the GTS Buyer; (iv) with respect to the FLP Purchase Agreement~~Order, byany ~~the Company if the Bankruptcy Court approves an alternative transaction with one or more persons~~ other ~~than~~applicable ~~the~~orders ~~FLP Buyer; (v) with respect to the FLP Purchase Agreement, by the FLP Buyer if any~~ of the milestones related to the Chapter 11 Cases are not met or there has been an occurrence resulting in a material adverse impact on the business of FLP; (vi) with respect to the FLP Purchase Agreement, by the FLP Buyer if the direct or indirect management responsibilities of the Prepetition Promissory Note Holder (as defined in the FLP Purchase Agreement) have been materially diminished from those held by him as of the date of execution of the FLP Purchase Agreement; or (vii) with respect to the GTS Purchase Agreement, if the Chapter 11 Cases have been dismissed or converted to a case under chapter 7 of the Bankruptcy ~~Code~~Court, ~~or a chapter 11 trustee is appointed~~ and ~~the~~applicable ~~trustee or the Company does not timely indicate their willingness to fulfill the obligations under the GTS Purchase Agreement~~law.

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

Safe Harbor for Forward-Looking Statements

This Form 8-K and the related ~~exhibits~~exhibit contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. ~~Forward~~These 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~~include, ~~words~~but ~~that~~are ~~convey~~not limited to, statements related to any expected recovery under the ~~uncertainty~~Combined Disclosure Statement and Plan and the anticipated process for the approval of, ~~future~~and ~~events~~solicitation orof ~~outcomes~~votes for, the Combined Disclosure Statement and Plan. 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~~Combined ~~sale~~Disclosure Statement and Plan; 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 financing arrangements; objections to the Company’s wind down process, 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 and the Combined Disclosure Statement and Plan 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~~Combined ~~asset~~Disclosure ~~sale~~Statement and Plan 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		Purchase Agreement, dated as of October 5, 2023, by and between Orbital Infrastructure Group, Inc. and Ocelot Bidco LLC.
99.1		Solicitation Version of the Company Parties’ Combined Disclosure Statement and Chapter 11 Plan of Liquidation*
10.2		Share Purchase Agreement, dated as of October 5, 2023, by and between Orbital Infrastructure Group, Inc. and Streeterville Capital, LLC.
99.2		Notice of Combined Hearing on the Combined Disclosure Statement and Plan
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 U.S. Securities and Exchange Commission 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: October 12, 2023

Date:	October 25, 2023

		Orbital Infrastructure Group, Inc.

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

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

Filing Compare · Orbital Infrastructure Group, Inc.