Current Report Filing (8-k)
April 27 2023 - 8:11AM
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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) April
26, 2023
COMSOVEREIGN HOLDING CORP.
(Exact name of registrant as specified in charter)
Nevada |
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001-39379 |
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46-5538504 |
(State or other Jurisdiction of
Incorporation or Organization) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
6890 E Sunrise Drive, Suite 120-506
Tucson, AZ |
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85750 |
(Address of Principal Executive Offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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COMS |
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The Nasdaq Stock Market LLC |
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Warrants to purchase Common Stock |
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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 |
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COMSP |
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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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2023, Billy J. White
joined the Board of Directors of the Company. Mr. White will serve on the Board until the next annual meeting of stockholders of the Company
at which directors are elected, at which time he is expected to stand for re-election. Mr. White will be serving as chair of the Board’s
Audit Committee. Biographical information regarding Mr. White is set forth below:
Bill White,
age 62. Mr. White has been a member of the Board of Directors of MyMd Pharmaceuticals, Inc. ((Nasdaq: MYMD) since August, 2018, and has
served as the Audit Committee Chairman since August, 2017. From May, 2022 to October, 2022, Mr. White has served as Chief Financial Officer
of ProPhase Labs, Inc. (Nasdaq: PRPH). From April, 2012 to May, 2022, Mr. White served as Chief Financial Officer, Treasurer and Secretary
of Intellicheck, Inc. (Nasdaq: IDN), an identity company that delivers on-demand digital identity validation solutions for KYC, fraud,
and age verification needs. From August, 2000 to April 2012 Mr. White served as the Chief Financial Officer, Chief Operating Officer,
Secretary and Treasurer of FocusMicro, Inc. (“FM”). As co-founder of FM, Mr. White played an integral role in growing the
business from the company’s inception to over $36 million in annual revenue in a five-year period. Prior to co-founding FM, he served
15 years in various financial leadership positions in the government sector. Mr. White started his career in Public Accounting. Mr. White
has more than 30 years of experience in financial management, operations and business development. Mr. White has broad domestic and international
experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives, exploiting
new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and organization development.
Our Nominating and Corporate Governance Committee and Board believe that Mr. White’s extensive financial expertise and significant
experience in public company financial leadership qualifies him to serve on our Board of Directors.
There are no arrangements
or understandings between Mr. White and any other person or persons pursuant to which Mr. White was selected as a director of the Company.
There are no current or proposed transactions in which Mr. White, or any member of the immediate family of Mr. White, has an interest
that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.
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: April 27, 2023 |
COMSOVEREIGN HOLDING CORP. |
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By: |
/s/ David Knight |
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David Knight |
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Chief Executive Officer |
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