Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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."
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