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ORBITAL ENERGY GROUP, INC. : Completion of the acquisition or disposal of assets, disclosure of FD regulations, financial statements and supporting documents (Form 8-K)


Item 2.01 Completion of Acquisition or Disposal of Assets.

Orbital Energy Group, Inc.. (NASDAQ: OEG) (“OEG”, “Holder” or “Company”) subsidiary, Gibson Technical Services, Inc. (“GTS”) concluded and closed following a purchase contract dated 22 October 2021 by and between the Company and the owners of Full Moon Telecom, LLC (“Full moon”). The full moon is a FloridaA private telecommunications service provider that offers a wide range of wireless service capabilities and experiences, including Layer 2 / Layer 3 transport, Radio Access Network (“RAN”) integration, testing and commissioning of small cell systems and integration / commissioning of distributed antenna systems (“DAS”).

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 $ 1,900,000, with the counterpart structured as follows:

  ? $1,235,000 in 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 $665,000 based 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.

At October 26, 2021, the Company issued a press release announcing the acquisition of Full Moon. A copy of the press release is attached hereto as Exhibit 99.1.

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.
99.2           Share Purchase Agreement by and between Orbital Energy Group, Inc.,
             Full Moon Telecom, LLC and its owners, dated October 22, 2021
104          Cover Page Interactive Data File (embedded within the Inline XBRL

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