Current Report Filing (8-k)
February 09 2023 - 2:53PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 8, 2023
COMSOVEREIGN HOLDING CORP.
(Exact name of registrant as specified in charter)
Nevada |
|
001-39379 |
|
46-5538504 |
(State or other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
6890 E Sunrise Drive, Suite 120-506
Tucson, AZ |
|
85750 |
(Address of Principal Executive Offices) |
|
(zip code) |
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
COMS |
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The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants to purchase Common Stock |
|
COMSW |
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The Nasdaq Stock Market LLC |
|
|
|
|
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9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share |
|
COMSP |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 8, 2023, COMSovereign
Holding Corp. (“we,” “us,” or the “Company”) held its Annual Meeting of Stockholders for the fiscal
year ended December 31, 2021 (the “Annual Meeting”). Stockholders approved a proposal authorizing the Board of Directors (the
"Board"), in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our Articles
of Incorporation, to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined by the Board,
ranging from one-for-seventy-five to one-for-two hundred twenty-five.
On February 8, 2023, the Board
of the Company set the reverse stock split ratio at one-for-one hundred, and approved and adopted a Certificate of Amendment to our Amended
and Restated Articles of Incorporation which becomes effective at 11:59 p.m. Eastern Time on February 9, 2023, to effect the reverse stock
split.
A copy of the Company’s
Amended and Restated Articles of Incorporation is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The foregoing
summary of the our Amended and Restated Articles of Incorporation is subject to, and qualified in its entirety by, the full text of the
Amended Bylaws.
The Company’s common stock is expected to begin trading on a
split-adjusted basis at market open on February 10, 2023. Pursuant to the reverse stock split, every 100 shares of COMSovereign Holding
Corp. common stock issued and outstanding as of the effective date will be automatically reclassified into one share of COMSovereign Holding
Corp. common stock. No fractional shares will be issued because we will round up any resulting fractional shares up to the nearest whole
share. We anticipate that 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. Our old CUSIP number was 205650203.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On February 8, 2023, COMSovereign
Holding Corp. (the “Company”) held its Annual Meeting of Stockholders for the fiscal year ended December 31, 2021 (the “Annual
Meeting”). Holders of outstanding shares of common stock representing 50.9% were present by proxy or in person, and therefore constituted
a quorum of more than a majority of the shares outstanding and entitled to vote and able to vote at the Annual Meeting as of the record
date of November 21, 2022, pursuant to our bylaws after giving effect of foreign account holdings that are not able to vote. The final
voting result for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: Approval of Reverse Stock Split Proposal
The stockholders approved
the proposal to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment
to our Articles of Incorporation, to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined
by the Board, ranging from one-for-seventy-five to one-for-two hundred twenty-five. No broker Non-votes are counted.
|
|
|
For |
|
|
Against |
|
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Abstain |
|
Total Shares Voted |
|
|
|
73,367,453 |
|
|
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10,876,568 |
|
|
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1,276,218 |
|
|
|
|
|
|
|
|
|
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Proposal 2: Approval of Amendment
to the 2020 Long-Term Incentive Plan
The stockholders approved an amendment to the Company’s 2020
Long-Term Incentive Plan, or the 2020 Plan, to increase the number of shares of common stock authorized for issuance under the 2020 Plan
by 30,000,000 shares on a pre-reverse stock split basis. There were 21,436,855 broker Non-votes.
|
|
|
For |
|
|
Against |
|
|
Abstain |
|
Total Shares Voted |
|
|
|
40,163,390 |
|
|
|
23,470,697 |
|
|
|
449,297 |
Proposal 3: Election of Directors
The following four individuals
were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting of Stockholders or until their
successors have been duly elected and qualified. There were 21,436,855 broker Non-votes.
|
|
For |
|
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Withheld |
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Richard J. Berman |
|
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53,192,475 |
|
|
|
10,890,909 |
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Kay Kapoor |
|
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54,023,655 |
|
|
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10,059,729 |
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James A. Marks |
|
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53,829,459 |
|
|
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10,253,925 |
|
David A. Knight |
|
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54,935,011 |
|
|
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9,148,373 |
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Proposal 4: Ratification of Appointment of Marcum LLP
The stockholders ratified
the appointment of Marcum LLP as our independent registered public accounting firm. No broker Non-votes are counted.
|
|
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For |
|
|
Against |
|
|
Abstain |
|
Total Shares Voted |
|
|
|
80,607,023 |
|
|
|
4,019,591 |
|
|
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893,625 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current
Report on Form 8-K:
Cautionary Note Regarding Forward-Looking Statements
The information in this Current
Report on Form 8-K, including Exhibit 99.1, may contain “forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and
Section 21E of the Exchange Act. Certain statements furnished 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,” “expect,” “may,” "looks
to," “will,” “should,” “could,” “continue,” “anticipate” “optimistic,”
“forecast” “intend,” “estimate,” “preliminary,” “project,” “seek,”
“plan,” “looks to,” “on condition,” “target,” “potential,” “guidance,”
“outlook” or “trend,” or other comparable terminology, or by a general discussion of strategy or goals or other
future events, circumstances, or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations,
intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements
are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause
actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements.
These and other risks and uncertainties include, but are not limited to, those are described in greater detail under the section titled
“Risk Factors” contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s
other filings with the Securities and Exchange Commission. There may be other factors of which we are not currently aware that may affect
matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition,
there is uncertainty regarding the COVID-19 virus and the impact it may have on our operations, the demand for our products or services,
global supply chains and economic activity in general. We do not assume any obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other
than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the
SEC. The forward-looking statements contained in this report are made as of the date of this report, and we disclaim 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.
SIGNATURE
Pursuant to the requirement
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: February 9, 2023 |
COMSOVEREIGN HOLDING CORP. |
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By: |
/s/ David Knight |
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David Knight |
|
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Interim Chief Executive Officer |
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