Current Report Filing (8-k)
December 01 2022 - 09:01AM
Edgar (US Regulatory)
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2022-11-29
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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) November 29, 2022
COMSOVEREIGN
HOLDING CORP.
(Exact
name of registrant as specified in charter)
Nevada |
|
333-150332 |
|
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 |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants
to purchase Common Stock |
|
COMSW |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
|
|
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
8.01. Other Events.
On
November 29, 2022, COMSovereign Holding Corp. (the “Company”) received a determination from the Nasdaq Hearings Panel (the
“Panel”) granting the Company’s request for the continued listing of its common stock on the Capital Market tier of
The Nasdaq Stock Market (“Nasdaq”), subject to the Company evidencing compliance with Nasdaq’s minimum bid price and
filing requirements, as set forth in Nasdaq Listing Rules 5550(a)(1) and 5250(c)(1), respectively, on or before February 2, 2023, and
February 24, 2023, respectively, and certain other conditions. The Company is working to file its delinquent periodic reports with the
Securities and Exchange Commission as soon as practicable and is otherwise taking definitive steps to evidence compliance with all other
applicable criteria for continued listing on Nasdaq. There can be no assurances, however, that the Company will be able to do so.
As
previously disclosed, on October 5, 2022, the Company received notice from the Staff of Nasdaq’s Listing Qualifications Department
(the “Staff") indicating that the Staff had determined to delist the Company’s securities unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company
evidencing a closing bid price of less than $0.10 per share for the preceding ten consecutive trading days, in contravention of Nasdaq
Listing Rule 5810(3)(A)(iii). The Staff also stated that the Company’s continued non-compliance with Nasdaq’s filing requirement
could serve as an additional basis for delisting and that the Company should address both deficiencies at its hearing before the Panel.
The Panel’s November 29, 2022, decision is the result of such hearing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
December 1, 2022 |
COMSOVEREIGN
HOLDING CORP. |
|
|
|
|
By: |
/s/
David Knight |
|
|
David
Knight |
|
|
Interim
Chief Executive Officer |
2
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