Item 1.01 Entry into a Material Definitive Agreement.

This Amendment No. 1 to Current Report on Form 8-K amends the Current Report on Form 8-K filed on November 23, 2021 ("Prior Filing") to reduce the number of shares issued to the Front Line Members as disclosed in the Prior Filing by 400,000 shares and to increase the amount of the unsecured promissory notes by $1,090,000. The following is only a summary description and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed thereto in the Prior Filing.

To comply with NASDAQ Rule 5635(a), OEG and Kurt A. Johnson, Jr. ("Johnson") entered into a Letter Agreement, dated December 10, 2021 pursuant to which, Johnson agreed to reduce the number of shares of OEG common stock deliverable to him from 4,808,807 to 4,408,807, a reduction of 400,000 shares, in exchange for the issuance by OEG of an unsecured promissory note in the principal sum of $1,090,000.00 with the same terms and provisions as set forth in the original note issued to Mr. Johnson except for the principal amount of the promissory note. This reduces the number of shares originally disclosed as being issuable to the Front Line members of 12,022,018 in the Prior Filing to 11,622,018.

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

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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

The Company has been communicating with the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") regarding an issue of inadvertent non-compliance with Nasdaq Listing Rule 5635(a).

Listing Rule 5635(a) requires shareholder approval prior to the issuance of securities in an acquisition if the total number of shares issued exceed 20% of the outstanding number of shares immediately prior to the transaction. On December 13, 2021, we received a letter from Nasdaq stating that because the original number of shares issued in the Front Line acquisition disclosed in the Prior Filing exceeded 20% of the outstanding shares immediately prior to the transaction, Nasdaq determined the Company did not comply with the Listing Rule 5635(a). Nasdaq further determined that, as a result of reducing the number of shares issued to a Front Line member by 400,000 shares, the Company has regained compliance with the Rule.

Item 3.02 Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report or Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit


               Letter Agreement, dated
             December 10, 2021, by and
  99.1       between Orbital Energy Group,
             Inc., and Kurt A. Johnson,
             Jr.
               Unsecured Promissory Note,
  99.2       given by Orbital Energy Group,
             Inc. in favor of Kurt A.
             Johnson, Jr.
             Cover Page Interactive Data
104          File (embedded within the
             Inline XBRL document)

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