Item 1.01. Entry into a Material Definitive Agreement.







Registered Direct Offering

On January 13, 2021, Orbital Energy Group, Inc., a Colorado Corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") which provides for the sale and issuance by the Company of an aggregate of 10,000,000 shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock") at an offering price of $3.50 per share in a registered direct offering priced at-the-market under NASDAQ rules for gross proceeds of approximately $35.0 million before deducting the Placement Agent's fees and related offering expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. The Company intend to use the net proceeds for working capital and general corporate purposes.

On January 13, 2021, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners (the "Placement Agent"). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares at a price to the public of $3.50 per share (the "Registered Offering"). The Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds generated from the sale of the Shares and reimburse the Placement Agent for certain of its expenses in an amount not to exceed $50,000.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The Registered Offering is being made pursuant to a Registration Statement (No. 333-239914) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on July 17, 2020, and declared effective on September 2, 2020, as supplemented by a prospectus supplement dated January 13, 2021.

The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agency Agreement and Purchase Agreement are qualified in their entirety by reference to such exhibits.




Item 8.01 Other Events.

The Company issued a press release announcing the Registered Offering on January 13, 2021. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The Company is filing the opinion of its counsel, Johnson, Pope, Bokor, Ruppel & Burns, LLP, as Exhibit 5.1 hereto, regarding the legality of the Shares covered by the Purchase Agreement.





   Item 9.01 Exhibits.





(d) Exhibits

The following exhibits are filed as part of this report:






Exhibit No.   Description
  1.1           Placement Agency Agreement dated January 13, 2021, between Orbital
              Energy Group, Inc. and A.G.P./Alliance Global Partners.
  5.1           Opinion of Johnson, Pope, Bokor, Ruppel & Burns, LLP.
  10.1          Securities Purchase Agreement dated January 13, 2021, by and among
              Orbital Energy Group, Inc. and the purchasers identified on the
              signature pages thereto.
  23.1          Consent of Johnson. Pope, Bokor, Ruppel & Burns, LLP (included in
              Exhibit 5.1)
  99.1          Press Release dated January 13, 2020, entitled "Orbital Energy
              Group, Inc. Announces $35.0 Million Registered Direct Offering Priced
              At-the-Market Under Nasdaq Rules."

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