ORBITAL ENERGY GROUP, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Effective June 30, 2022, we agreed to enter into an Amended and Restated Subscription Agreement, with the lenders ("Frontline Lenders"), who provided us debt financing in connection with our acquisition of Frontline Power Construction, LLC, as of November 17, 2021.

The Amended and Restated Subscription Agreement clarifies the events and circumstances, which would result in the issuance of additional shares of our common stock to the Frontline Lenders in connection with Subsequent Issuances, as more fully set forth in Section 5 of the attached agreement. We agreed to issue 4,693,348 shares of our common stock to the Frontline Lenders, based upon the new Reference Price.

We relied upon Section 4(a)(2), as an exemption from registration under Section 5 of the Securities Act of 1933, as amended in connection with the issuance of these shares. A form of the Amended and Restated Subscription Agreement is attached as an exhibit to this Form 8-K, the terms of which are incorporated herein by reference

Item 3.02 Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Exhibits.



(d) Exhibits

The following exhibits are filed as part of this report:

Exhibit No.    Description
10.1           Form of Amended and Restated Agreement by and between Orbital Energy
             Group, Inc. and the Frontline Lenders effective as of June 30, 2022.

104          Cover Page Interactive Data File (embedded in the cover page formatted in
             Inline XBRL).

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