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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/02/21 Orbital Energy Group, Inc. 8-K:2,7,9 7/28/21 3:291K RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 18K
2: EX-99.1 Exhibit 99.1 - Press Release Announcing Closing of HTML 12K
Immco, Inc. Acquisition
3: EX-99.2 Exhibit 99.2 - Share Purchase Agreement by and HTML 175K
Between Orbital Energy and the Shareholders of
Immco, Inc.
| oeg20200816_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):
Commission File Number: 0-29923
Orbital Energy Group, Inc.
(Exact Name of registrant as specified in Its Charter)
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Colorado |
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84-1463284 |
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(State or jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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(Address of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.001 par value |
OEG |
Nasdaq Capital Market |
Item 2.01 Completion of Acquisition or Disposition of Assets.
Orbital Energy Group, Inc. (NASDAQ: OEG) (“OEG,” “Registrant” or “Company”) entered into and closed upon a Share Purchase Agreement dated July 28, 2021 (“SPA”) by and among the Company and the owners of the capital stock of IMMCO, Inc. (“IMMCO”). IMMCO is an Atlanta-based telecommunications company providing enterprise solutions to the cable and telecommunications industries since 1992 and will become a wholly owned subsidiary of the Company. IMMCO and its owners own 100% of the capital stock of two Indian-based companies, IMMCO Software Solutions Private Limited ("ISS"), and Saranga Geosoftware and Engineering Services Private Limited, "SGES," and together with ISS, the "India" Companies."
Subject to the terms and conditions set forth in the SPA, the base purchase price for 100% of the equity ownership of GTS is $20,000,000, with the consideration structured as follows:
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$16,000,000 in cash paid at closing less the amount needed to pay certain outstanding debt of IMMCO, and plus or minus the amount needed for estimated closing working capital to equal a 3 to 1 ratio; and |
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874,317 shares of restricted common stock issued to the GTS shareholders with an aggregate value of $4,000,00 based upon a per share value of $4.575. |
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The SPA provides for the adjustment of the selling price to adjust the final closing working capital at the acquisition date as a post-closing adjustment for net working capital above or below the 3-1 ratio for the closing working capital ratio estimated on the acquisition date and to be finalized within 45 days after the closing date of July 28, 2021. |
The SPA contains various customary representations, warranties and covenants. In connection with the SPA, the Company will enter into an employment agreement with one (1) employee of IMMCO in a form acceptable in the discretion of the Company.
Item 7.01 Regulation FD Disclosure.
On August 2, 2021, the Company issued a press release announcing the acquisition of IMMCO. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(a) The acquisition of IMMCO does not meet the threshold for required inclusion of audited financial statements or proforma financial information that would otherwise be required by Items 9.01(a) and 9.01(b).
(d) Exhibits
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Exhibit No. |
Description of Exhibit |
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99.1 |
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99.2 |
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 2nd day of August 2021.
Orbital Energy Group, Inc.
(Registrant)
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By: |
/s/ Daniel N. Ford |
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Chief Financial Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on: | 8/2/21 | |||
| For Period end: | 7/28/21 | 3, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/20/22 Orbital Infrastructure Gp, Inc. 10-K/A 12/31/21 13:311K RDG Filings/FA 8/10/21 Orbital Infrastructure Gp, Inc. DEF 14A 10/12/21 1:824K RDG Filings/FA |