Orbital Infrastructure Group Announces Results of Special Meeting of Stockholders

Rhea-AI Summary

Orbital Infrastructure Group, Inc. (OIG) announced that its shareholders approved a reverse stock split on April 18, 2023. The approved split will consolidate shares at a ratio of 1-for-40, effective April 21, 2023. This amendment to the Certificate of Formation aims to enhance the stock's market appeal and meet listing requirements. No shareholder's percentage ownership or voting power will be impacted significantly, apart from minor adjustments for fractional shares, which will be rounded up. The company’s transfer agent, Computershare, will facilitate the exchange of old certificates for new ones. OIG’s shares will begin trading on a split-adjusted basis post-effective date.

Positive

• Shareholders approved a reverse stock split of 1-for-40, enhancing stock market appeal.
• The consolidation is expected to help meet listing requirements.

Negative

• None.

Shareholders Approved Reverse Split Proposal

HOUSTON, April 18, 2023 /PRNewswire/ -- Orbital Infrastructure Group, Inc. ("OIG")  (Nasdaq: OIG), ("the Company"), today announced  that at the Special Meeting of Shareholders for Orbital Infrastructure Group, Inc. on April 18, 2023, the Company's shareholders approved all proposals presented including: Proposal 1, an amendment to our Certificate of Formation to effect a reverse stock split of our outstanding Common Stock at a reverse stock split ratio ranging from any whole number between 1-for-10 and 1-for-40, subject to and as determined by the Board of Directors.  The board of directors resolved that pursuant to the proposal approved by the shareholders of the Company on April 18, 2023, effective April 21, 2023, the Certificate of Formation shall be amended to effect a reverse stock split of our outstanding Common Stock at a reverse stock split ratio of one share for forty shares (1:40) by adding the following paragraph 3 (Common Stock) to Article IV (Capital) referring to the number of shares with par value the following text:

"3.       Reverse Stock Split.  Each 40 shares of Common Stock issued and outstanding on the effective date of April 21, 2023, shall automatically and with no further action be combined and changed into one validly issued, fully paid and non-assessable share of Common Stock, without any further action by the holder thereof, subject to the treatment of fractional interests as described below (the "Reverse Stock Split"). Shareholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split (the "Fractional Shareholders"), shall have their fractional interest be rounded up to the nearest whole number of shares (the "Rounded Up Shares"). Each certificate that immediately prior to the Reverse Stock Split represented shares of Common Stock ("Old Certificates") shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above. The determination as to whether the Rounded Up Shares are issuable shall be based on the total number of shares of Common Stock that are being exchanged that are held by such Fractional Shareholder, not upon each share of Common Stock being exchanged."

OIG's common shares will begin trading on the Nasdaq on a split-adjusted basis when the market opens on April 21, 2023. 

The reverse stock split will not impact any shareholder's percentage ownership of OIG or voting power, except for minimal effects resulting from the treatment of fractional shares that will be rounded up.

OIG's transfer agent, Computershare, is acting as the exchange agent for the reverse stock split.

In order to receive your new Orbital Infrastructure Group, Inc. Common Stock certificate,  you MUST return your original certificate(s).  If you hold shares in uncertificated form (book entry form), they will be automatically exchanged.

Delivery of Certificates : Your old Orbital Infrastructure Group, Inc. Common Stock certificate(s) must be sent or delivered to Computershare at one of the addresses set forth below. Delivery will be deemed effective only when received by Computershare.  Please use receipted delivery such as US mail return receipt requested, FedEx or any other receipted delivery to establish proof that you sent the certificate in the event the certificate gets lost or stolen.  In your cover letter asking to the exchange the "old certificate" for a "new certificate", please be sure to include your return address.

Authorization and Registration: The signature(s) on the reverse side represents that you have full authority to surrender these certificate(s) for exchange .and warrants that the shares represented by these certificates are free and clear of liens, restrictions , adverse claims and encumbrances .

Enclose all original certificates and provide your return mailing address.

By Mail:
Computershare Trust Company, NA
PO Box 43014
Providence, RI 02940-3014

By Overnight Delivery:
Computershare Trust Company, NA
150 Royall Street, Suite 101
Canton, MA 02021

For Assistance Please Call:
Within the USA, US Territories and Canada
1-800-546-5141
Outside the USA, US Territories and Canada 1-781-575-2765

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the Securities Exchange Act of 1934, as amended, and other federal securities laws. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our Company. They include statements relating to our future actions or potential outcomes which the Company believes to be reasonable at this time. You can identify forward-looking statements by the use of words such as "outlook," "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In evaluating our forward-looking statements, you should carefully consider the risks and uncertainties more fully described in the "Risk Factors" section or other sections in our reports filed with the SEC including the most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K.

Investor Relations:

TraDigital Investor Relations
Kevin McGrath
+1 (646) 418-7002
kevin@tradigitalir.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/orbital-infrastructure-group-announces-results-of-special-meeting-of-stockholders-301801062.html

SOURCE Orbital Infrastructure Group, Inc.

FAQ

What was approved at Orbital Infrastructure Group's special meeting on April 18, 2023?

Shareholders approved a reverse stock split at a ratio of 1-for-40.

When will OIG's reverse stock split take effect?

The reverse stock split will take effect on April 21, 2023.

How will the reverse stock split affect OIG shareholders?

Shareholders' percentage ownership and voting power remain largely unchanged, except for minor adjustments for fractional shares.

What is the stock symbol for Orbital Infrastructure Group?

The stock symbol for Orbital Infrastructure Group is OIG.

Who is handling the exchange of old shares for new ones after the reverse split?

Computershare is acting as the exchange agent for the reverse stock split.