Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 19, 2022, Nasdaq notified Orbital Infrastructure Group, Inc. ("we", "us"
or the "Company") that the bid price of our common stock had closed at less than
$1 per share over the previous 30 consecutive business days, and, as a result,
did not comply with Listing Rule 5550(a)(2) (the "Rule"). In accordance with
Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until
January 16, 2023, to regain compliance with the Rule.
On January 18, 2023, Nasdaq staff notified the Company it has not regained
compliance with the Rule and is not eligible for a second 180 day extension and
therefore subject to delisting unless the Company requests an appeal of this
determination.
The Company intends to appeal the staff's determination to the Panel on a timely
basis, which will stay the suspension of the Company's common stock.
The Company intends to actively monitor the closing bid price of its common
stock and will evaluate available options to regain compliance with the Minimum
Bid Requirement. As part of the Company's plan to regain compliance with the
Rule, the Company has filed preliminary proxy materials on January 19, 2023
which, among other matters, request that our stockholders vote to approve 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 determined by the board of directors (the "Reverse Stock Split") with the
goal being that the Reverse Stock Split will result in the Company's common
stock regaining compliance with the Nasdaq minimum closing bid price
requirement. However, there can be no assurance that the Company's stockholders
will approve the Reverse Stock Split or that the Reverse Stock Split will
increase the share price of our common stock at or above the required $1.00 per
share, initially or in the future, or for any certain number of days. Further,
there can be no assurance that, even if the Company regains compliance with the
minimum closing bid price requirement by this action, it will occur in
sufficient time to satisfy the Panel or that the Panel will ultimately grant the
Company's request for continued listing.
Forward-Looking Statements
This current report contains "forward-looking statements" within the meaning of
the U.S. federal securities laws. Forward-looking statements can be identified
by words such as "projects," "may," "will," "could," "would," "should,"
"believes," "expects," "anticipates," "estimates," "intends," "plans,"
"potential," "promise" or similar references to future periods. Examples of
forward-looking statements in this current report include, without limitation,
statements regarding the Company's intent or ability to regain compliance with
the minimum stockholders' equity requirement, market value of listed securities
or $1.00 bid price requirement and the Company's ability to appeal any staff
Delisting Determination letter. Forward-looking statements are statements that
are not historical facts, nor assurances of future performance. Instead, they
are based on the Company's current beliefs, expectations and assumptions
regarding the future of its business, future plans, strategies, projections,
anticipated events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent
risks and uncertainties, and actual results may differ materially from those set
forth in the forward-looking statements. Important factors that could cause
actual results to differ include, without limitation, there can be no assurance
that the Company will meet the stockholders' equity requirement, market value of
listed securities or the bid price requirement during any compliance period or
otherwise in the future, otherwise meet Nasdaq compliance standards, that Nasdaq
will grant the Company any relief from delisting as necessary or whether the
Company can agree to or ultimately meet applicable Nasdaq requirements for any
such relief, that the Company has and expects to continue to incur significant
losses, our ability to service or refinance outstanding debt obligations, the
Company's need for additional funding, which may not be available, our ability
to continue as a going concern, and the other important factors described under
the caption "Risk Factors" in the Company's Annual Report on Form 10-K filed for
year ended December 31, 2022 and its other subsequent filings with the SEC. Any
forward-looking statement made by the Company in this current report is based
only on information currently available and speaks only as of the date on which
it is made. Except as required by applicable law, the Company expressly
disclaims any obligation to publicly update any forward-looking statements,
whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
© Edgar Online, source Glimpses