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
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SOURCE Orbital Infrastructure Group, Inc.