Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On
The Pre-Funded Warrants are immediately exercisable, have an exercise price of
The offering is expected to result in gross proceeds to the Company of
approximately
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.
On
The Placement Agent Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
Pursuant to the Purchase Agreement and the Placement Agent Agreement, the Company has agreed that (i) it will not conduct any issuances of Common Stock for a period of 90 days following closing of the offering and that (ii) it will not conduct any sales of Common Stock under its at-the-market facility or under its existing equity line with the Placement Agent, in each case for a period of 90 days following the closing of the offering.
The Registered Offering is being made pursuant to a Registration Statement (No.
333-252682) on Form S-3, which was filed by the Company with the
The Placement Agent Agreement, Purchase Agreement, form of Pre-Funded Warrant and theform of Accompanying Warrant, are filed as Exhibits 1.1, 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agent Agreement, Purchase Agreement, form of Pre-Funded Warrant and form of Accompanying Warrant are qualified in their entirety by reference to such exhibits.
Item 8.01 Other Events.
The Company issued a press release announcing the Registered Direct Offering on
Item 9.01 Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
Exhibit No. Description 1.1 Placement Agent Agreement datedApril 28, 2022 , betweenOrbital Energy Group, Inc. and A.G.P./Alliance Global Partners. 4.1 Form of Pre-Funded Warrant. 4.2 Form of Accompanying Warrant. 5.1 Opinion ofJohnson, Pope Bokor Ruppel & Burns, LLP . 10.1 Securities Purchase Agreement datedApril 28, 2022 , by and amongOrbital Energy Group, Inc. and the purchaser identified on the signature pages thereto . 23.1 Consent ofJohnson. Pope Bokor Ruppel & Burns, LLP (included in Exhibit 5.1) 99.1 Press Release datedApril 29, 2022 . 104 Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL).
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