OEG Orbital Energy Group Inc

 

At the Special Meeting of Shareholders for Orbital Infrastructure Group, Inc. (“The Company”) on April 18, 2023, the Company’s shareholders: approved 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 10-for-1 and 40-for-1, subject to and as determined by the Board of Directors. The board of directors ratified an amendment to our Certificate of Formation approved by our shareholders and 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 (40:1) 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.”