Loan modification true 0001108967 0001108967 2021-11-17 2021-11-17
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
AMENDMENT No. 3
 
TO
 
FORM 8-K/A
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
May 10, 2022 (November 17, 2021)
 
Commission File Number: 0-29923
 
Orbital Energy Group, Inc.
(Exact Name of registrant as specified in Its Charter)
 
Colorado
  
84-1463284
(State or jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)
     
1924 Aldine Western, Houston, Texas
  
77038
(Address of Principal Executive Offices)
  
(zip code)
 
 
(832) 467-1420
 
(Registrant’s telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
 
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
 
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.001 par value
OEG
Nasdaq Capital Market
 
 
 
 
 
 
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
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).
 
 
 
 
 
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Signed and submitted this 10th day of May, 2022.
 
 
Orbital Energy Group, Inc.
(Registrant)
 
By:
/s/ William J. Clough
 
William J. Clough
 
Chief Legal Officer
 
 
 
 
 
 

Exhibit 99.1

 

AMENDMENT TO MODIFICATION AGREEMENT
AMONG ORBITAL ENERGY GROUP, INC.,
KURT A. JOHNSON JR. AND TIDAL POWER GROUP LLC
(this “Amendment”)

 

 

WHEREAS, ORBITAL ENERGY GROUP, INC. (“OEG”), has issued its promissory note dated November 17, 2021 payable to TIDAL POWER GROUP LLC (“Tidal”) in the original principal amount of $51,384,000.00 (the “Tidal Original Note”), its promissory note dated November 17, 2021 payable to KURT A. JOHNSON (“Johnson”) in the original principal amount of $34,356,000.00 (the “Johnson Original Note” and together with the Tidal Original Note, the “Original Notes”), and its promissory note dated November 17, 2021 payable to Johnson in the original principal amount of $1,090,000.00 (the “Johnson Supplemental Note” and together with the Original Notes, the “Notes”);

 

WHEREAS, on or about March 9, 2022, OEG, Tidal and Johnson executed and delivered that certain Promissory Notes & Lock-up Letter Agreement (the “Modification Agreement”) and amendments to the Original Notes (the “Original Note Amendments”);

 

WHEREAS, the Parties wish to amend the Modification Agreement as set forth in this Amendment;

 

NOW, THEREFORE, in consideration of value received, the receipt and sufficiency of which is hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

 

1.    This Amendment is entered into pursuant to Paragraph No. 5 of the Modification Agreement and shall be effective as of May 6, 2022. Except as set forth in this Amendment, all of the terms of the Modification Agreement shall remain in full force and effect.

 

2.    Section 3(i) of the Modification Agreement is amended to read as follows in its entirety:

 

(i)    Pay the sum of $20,000,000.00 on or before May 6, 2022 and the sum of $15,000,000.00 on or before December 31, 2022; each payment to be made and applied (a) first, to Johnson for the payment in full of all principal and accrued and unpaid interest on the Johnson Supplemental Note until the Johnson Supplemental Note is paid in full, and (b) the balance, if any, to Johnson and Tidal, pro-rata in accordance with the principal amount of the Original Notes to be applied first to the accrued and unpaid interest on the Original Notes and the balance to the payment of the principal of the Original Notes.

 

3.    Any reference to the Modification Agreement in the Original Note Amendments shall refer to the Modification Agreement as amended by this Amendment.

 

4.    This Amendment shall be governed by and construed in accordance with the laws of the State of Texas. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. No amendment or waiver of any provision of this Amendment shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. The provisions of this letter agreement are binding solely upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each person executing this Amendment on behalf of a party represents and warrants that such person is duly authorized to execute this Amendment on behalf of, and that this Amendment is binding upon, such party.

 

AGREED TO AND ACCEPTED:

 

KURT A. JOHNSON JR.

 

/s/  Kurt A. Johnson Jr.                    

 

 

TIDAL POWER GROUP LLC,
a Texas limited liability company

 

 

By:  /s/ Monty Janak                               
Printed Name: Monty Janak
Title: Manager

 

ORBITAL ENERGY GROUP, INC.,
a Colorado corporation

 

 

By:  William J. Clough                             
Printed Name: William J. Clough
Title: Executive Chairman & CLO