- Shareholders Vote to Approve All Proposals;
Company to Effectuate Reverse Stock Split Effective Prior to Market
Open on February 10, 2023 -
TUCSON,
Ariz., Feb. 9, 2023 /PRNewswire/
-- COMSovereign Holding Corp. (NASDAQ: COMS and COMSP)
("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE
Advanced and 5G communication systems announced the results of its
Annual Stockholder Meeting held on February
8, 2023.
COMSovereign stockholders approved all four (4) proposals as
presented:
- Approved the amendment to the Company's Articles of
Incorporation to affect a reverse stock split of its issued and
outstanding common stock at a ratio to be determined by the Board
of Directors, ranging from one-for-seventy-five to one-for-two
hundred twenty-five.
- Approved an amendment to the Company's 2020 Long-Term Incentive
Plan to increase the number of shares of common stock authorized
for issuance by 300,000 shares on a post reverse split basis.
- Richard J. Berman, Kay Kapoor, James A.
Marks and David A. Knight
were elected as directors, each to hold office until next year's
Annual Meeting of Stockholders.
- Marcum LLP was ratified as the Company's independent registered
public accounting firm.
As per the results of the Company's annual meeting, the Board of
Directors approved a 1-for-100 reverse stock split of the Company's
issued and outstanding shares of common stock, par value
$0.001 per share. The reverse stock
split will become effective at 11:59 p.m.
Eastern Time on February 9,
2023, and the Company's common stock will open for trading
on The Nasdaq Capital Market on February 10,
2023 on a post-split basis under the same trading symbol
"COMS" with a new CUSIP number, 205650401.
Upon the reverse stock split taking effect, every 100 shares of
the Company's issued and outstanding common stock will
automatically convert into one share of common stock without any
change to the par value of $0.0001
per share. The amount of common stock outstanding will be reduced
from approximately 266 million shares to approximately 2.66 million
shares. Proportional adjustments will be made to the number of
shares of common stock issuable upon exercise of COMSovereign's
outstanding stock options and warrants, as well as the applicable
exercise price.
COMSovereign expects that the reverse stock split, which was
approved by shareholders at its shareholder meeting on February 8, 2023, will increase the market price
per share of the Company's common stock, bringing the Company into
compliance with The Nasdaq Capital Market's $1.00 minimum bid price requirement. The Company
intends to continue to pursue additional actions to satisfy the
exchange's listing requirement including the filing of its 10-Q for
the quarter ended September 31, 2022
before the end of February 2023.
Registered stockholders holding pre-split shares of the
Company's common stock are not required to take any action to
receive post-split shares. Stockholders owning shares via a broker,
bank, trust or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, and will
not be required to take any action in connection with the reverse
stock split.
No fractional shares will be issued in connection with the
reverse stock split. Any fractional shares created as a result of
the reverse stock split will be rounded up to the nearest whole
share for each stockholder. The reverse stock split impacts all
holders of COMSovereign's common stock proportionally and will not
impact any stockholders' percentage ownership of common stock
(except as to rounding up changes).
Additional information regarding the reverse stock split is
available on the Form 8-K filed today, as well as in the Company's
definitive proxy statement (Form DEF 14A) filed with the United
States Securities and Exchange Commission on December 7, 2022.
Any additional questions can be directed to the Company's
transfer agent, ClearTrust, at (813) 235-4490 or
www.cleartrustonline.com.
For more information about COMSovereign, please visit
www.COMSovereign.com and connect with us on Facebook and
Twitter.
About COMSovereign Holding Corp.
COMSovereign Holding
Corp. (Nasdaq: COMS) has assembled a portfolio of communications
technology companies that enhance connectivity across the entire
data transmission spectrum. Through strategic acquisitions and
organic research and development efforts, COMSovereign has become a
U.S.-based communications provider able to provide 4G LTE Advanced
and 5G telecom solutions to network operators and enterprises. For
more information about COMSovereign, please visit
www.COMSovereign.com.
Forward-Looking Statements
Certain statements in this
press release that are not historical facts are forward-looking
statements that reflect management's current expectations,
assumptions, and estimates of future performance and economic
conditions, and involve risks and uncertainties that could cause
actual results to differ materially from those anticipated by the
statements made herein. Forward-looking statements are generally
identifiable by the use of forward-looking terminology such as
"believe," "expects," "may," "looks to," "will," "should," "plan,"
"intend," "on condition," "target," "see," "potential,"
"estimates," "preliminary," or "anticipates" or the negative
thereof or comparable terminology, or by discussion of strategy or
goals or other future events, circumstances, or effects. Further
information relating to factors that may impact the Company's
results and forward-looking statements are disclosed in the
Company's filings with the SEC. The forward-looking statements
contained in this press release are made as of the date of this
press release, and the Company disclaims any intention or
obligation, other than imposed by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts:
Steve Gersten, Director of
Investor Relations
COMSovereign Holding Corp.
813-334-9745
investors@comsovereign.com
and
Media Relations for COMSovereign Holding Corp.:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
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SOURCE COMSovereign Holding Corp.