Item 1.01 Entry into a Material Definitive Agreement.
Subject to the terms and conditions set forth in the SPA, the base purchase
price for 100% of the equity ownership of GTS is
?$22,000,000 in cash paid at closing; and ? 4,651,162 shares of restricted common stock issued to the GTS shareholders with an aggregate value of$26,000,00 based upon a per share value of$5.59 . Of the newly issued shares, 2,232,569 of the shares are subject to a one (1) year restricted period and 2,418,593 are subject to a two (2) year restricted period. ? The SPA provides for the issuance of additional shares of OEG restricted common stock to the GTS shareholders valued at$5.59 as a post-closing adjustment for the excess net working capital above a 2-1 ratio within 45 days after the closing date ofApril 13, 2021 .
The SPA contains various customary representations, warranties and covenants. In
connection with the SPA, the Company entered into employment agreements with
three (3) key employees of GTS with base compensation agreements ranging from
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. All securities issued under the SPA were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 to the 9 GTS shareholders. The SPA did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid.
Item 7.01 Regulation FD Disclosure.
On
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 Company 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 Financial Statements required by item 9.01(a) and the pro forma financial statement information shall be filed by amendment not later than 71 calendar days after the date of this Form 8-K.
(d) Exhibits
Exhibit No. Description of Exhibit 99.1 Press Release announcing closing ofGibson Technical Services, Inc. acquisition Share Purchase Agreement by and betweenOrbital Energy Group, Inc. , 99.2Gibson Technical Services, Inc. and its shareholders, datedApril 13, 2021
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