Item 2.01 Completion of Acquisition or Disposal of Assets.
The acquisition will increase revenues and increase profits for GTS and OEG from the current fiscal quarter. Full Moon will become a wholly owned subsidiary of GTS, expanding GTS’s service offerings to its customers.
Additional Full Moon capabilities include the provision of site surveys, regulatory support, project management, continuous wave testing, scanner runs, optimization / data collection and validation and testing of E911 data. These additional skills combined with Full Moon’s RAN integration and DAS commissioning efforts have enabled an expanded service offering and a turnkey approach to ensure on-time delivery and quality end-to-end solutions to customers. wireless.
Subject to the terms and conditions set out in the purchase contract, the base purchase price for 100% of the Full Moon property is
$1,235,000in cash paid at closing less the amount needed to pay certain outstanding debt of Full Moon; and plus or minus the amount needed for estimated closing working capital to equal a 2 to 1 ratio; and ? 227,974 shares of restricted common stock issued to the Full Moon owners with an aggregate value of $665,000based upon a per share value of $2.917. ? The Purchase Agreement provides for the adjustment of the selling price to adjust the final closing working capital at the acquisition date as a post-closing adjustment for net working capital above or below a 2-1 ratio for the closing working capital ratio estimated on the acquisition date and to be finalized within 45 days after the closing date of October 22, 2021.
The purchase contract contains various customary declarations, guarantees and commitments.
Article 7.01 Regulation FD Disclosure.
The information in this Section 7.01, including the attached Exhibit 99.1, will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, nor will it be deemed to be incorporated by reference in any filing made by the holder under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the language of general incorporation into such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial statements and supporting documents
(a) The acquisition of Full Moon does not meet the threshold required for the inclusion of audited financial statements or pro forma financial information that would otherwise be required by sections 9.01 (a) and 9.01 (b).
(d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release announcing closing of
Full Moon Telecom, LLC. acquisition 99.2 Share Purchase Agreement by and between Orbital Energy Group, Inc., Full Moon Telecom, LLCand its owners, dated October 22, 2021104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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