Item 1.01 Entry into a Material Definitive Agreement.

This Amendment No. 3 to Current Report on Form 8-K amends the Current Report on Form 8-K filed on November 23, 2021, Amendment No. 1 to Current Report filed on December 14, 2021 and Amendment No. 2 to Current Report on Form 8-K filed on April 4, 2022 (the "Prior Filings"). The following is only a summary description and is qualified in its entirety by reference to the full text of such agreements filed as Exhibits hereto and in the Prior Filings. Capitalized terms used herein, but not otherwise defined, shall have the respective meanings ascribed thereto in the Exhibits hereto and in the Prior Filings. The terms of such Exhibits shall control in the event of any inconsistencies with the summary description set forth below.

On May 6, 2022 we entered into the following agreements and understandings with the FLP Sellers:

Orbital Energy Group, Inc. to pay $20,000,000 on or before May 6, 2022 and the sum of $15,000,000 on or before December 31, 2022 as partial payment toward the outstanding promissory notes with the FLP Sellers. All sums to be credited against the principal balance owed to the FLP Sellers; thereby reducing that balance accordingly.

Understandings regarding the order and priority of payments to the FLP Sellers under their promissory notes.

--------------------------------------------------------------------------------

Item 9.01 Financial Statement and Exhibits.




Exhibit No.  Description of Exhibit
  99.1         Amendment to modification agreement among Orbital Energy Group,
             Inc., Kurt A. Johnson Jr. and Tidal Power Group LLC
104          Cover Page Interactive Data File (embedded in the cover page
             formatted in Inline XBRL).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses