- Company Sets February 8,
2023 as New Annual Meeting Date –
TUCSON,
Ariz., Jan. 18, 2023 /PRNewswire/ -- COMSovereign
Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a
U.S.-based developer of 4G LTE Advanced and 5G Communication
Systems and Solutions today issued the following update regarding
its 2022 Annual Meeting of Shareholders:
To Our COMSovereign Stockholders:
Recently you received proxy materials related to the upcoming
Annual Meeting of Stockholders of COMSovereign Holding Corp. The
Company has adjourned the Annual Meeting to February 8, 2023 at 3:30
p.m. Eastern Time in order to solicit additional votes
necessary to achieve the required quorum. The full proxy statement
is available for you to review here: Definitive Proxy
Statement.
We understand you may have questions or concerns about your
investment in COMSovereign. Below, you will find a recent CEO
Update Letter detailing the Company's progress and focus on several
important issues including: 1) Improving the Company's ability to
drive revenue, 2) Completing and filing its quarterly financial
reports with the Securities and Exchange Commission ("SEC") and
address its public listing status on Nasdaq, and 3) securing
interim capital which can support its operations. We urge you to
read the attached letter carefully and then vote your shares.
If you have not yet voted, it is very
important that we receive your vote
via Internet,
telephone or mail as soon as possible.
The record date for the Annual Meeting remains November 21, 2022. Stockholders that held stock
on November 21, 2022 are eligible to
vote at this Annual meeting. Stockholders who previously submitted
their proxy or otherwise voted and who do not want to change their
vote do not need to take any further action. No changes have been
made in the proposals to be voted on by Stockholders at the Annual
Meeting. For assistance with voting your shares, please contact
Advantage Proxy, Inc. toll-free at (877) 870-8565 or by e-mail at
ksmith@advantageproxy.com.
COMSovereign asks that all Stockholders vote their proxy, no
matter how many shares they own. The Company strongly encourages
all of its Stockholders to read its Definitive Proxy Statement as
filed with the Securities and Exchange Commission (the "SEC") on
December 7, 2022, and other proxy
materials relating to the Annual Meeting, which are available free
of charge on the SEC's website at www.sec.gov.
To ensure your vote is counted before the February 8, 2023 meeting, we strongly urge you to
join your fellow Stockholders and vote FOR all proposals on
the agenda. No matter how many or how few shares you own, your
vote is vital to our success.
Again, if you have any questions, or need any assistance in
voting your shares, please contact Karen
Smith at Advantage Proxy by calling (877) 870-8565 or by
email at ksmith@advantageproxy.com.
Thank you for your continued support.
Sincerely,
COMSOVEREIGN HOLDING CORP.
CEO Update Letter Issued on January 10,
2023:
COMSovereign Issues New Year CEO Update
Letter
To Our COMSovereign Stakeholders:
As we enter the New Year, I wanted to write to you regarding the
progress our team has made against a few of the critical path items
I outlined in my last CEO update and touch upon some of the
important issues for our shareholders.
Since I last wrote to you, I have committed to become
COMSovereign's CEO and President. My decision was based upon
several factors, foremost amongst them being the quality of the
team, the strength of the Company's technology, and the tremendous
opportunities I see ahead. As I also stated, there are challenges
we face as we address the organizational and financial issues that
have limited the Company's ability to capitalize on both its
existing book of business and the exciting future of 5G and
wireless connectivity. It is against these challenges that we have
made notable progress, highlighted by:
- Progress on Completing Our Quarterly Filings – On
December 15, 2022, we successfully
filed our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022. The team, with
support of external resources which have expertise and experience
in SEC reporting as well as assisting companies with their
delinquent filings, are making progress against the critical
milestones included in our plan approved by the NASDAQ Panel for
our second and third quarter reports.
- Streamlining The Business – As I have previously spoken
about, central to our ongoing business transition is the refocusing
and streamlining of the business. The goal of this effort is to
reduce costs, generate revenue and maximize their value of the
Company's assets. We continue to make important strides across our
operations including significantly reduced headcount through the
elimination of redundancies. Furthermore, we announced the pending
sale of our Israeli Sky Sapience Drone unit ("SKS") for total
consideration of $1.8 million and
most recently, the disposition of RVision, Inc. The sale of SKS,
expected to close before mid-March, eliminates associated expenses
and debt, while significantly simplifying our organizational
structure by removing the complexity of its international
operations while the RVision transaction furthers our refocusing
efforts. We continue to explore ways to maximize the value and
potential of our other non-communications assets and look forward
to providing updates on future developments here as they
occur.
- Improving the Balance Sheet – One critical area we
needed to address was to substantially reduce the debt on our
balance sheet. We have made significant progress reducing the debt
over the past few quarters. This is important for several reasons
including compliance with Nasdaq financial requirements and
providing us with added flexibility to fund operations as we seek
to increase production of our DragonWave and Fastback contract
manufacturing lines and invest into our Saguna mobile edge compute
("MEC") solution. With sufficient funding, we do plan to augment
the team and hire for key positions to better support these
solutions as we move ahead.
That brings me to how we are approaching the start of the New
Year and things I believe are critical to our short- and
longer-term ability to execute against our plans.
- Urgent Shareholder Voting at Our Upcoming 2023 Annual
Meeting – On January 18, 2023,
COMSovereign will hold its annual shareholder meeting. At this
meeting, we want to remind you to vote on a series of
critical proposals including:
-
- Approval to affect a reverse stock split of our outstanding
common stock enabling the Company to meet Nasdaq's minimum bid
requirement. Without this reverse split, the Company will not be
able to maintain its listing on Nasdaq.
- We are requesting Shareholders approve the replenishment of the
Long-Term Incentive Plan ("LTIP") with the addition of 30,000,000
shares, which is on a pre-reverse split basis. If approved, the
replenishment of the LTIP would be adjusted in-line with existing
common stock if the proposed reverse split is also approved.
This is a critical shareholder vote which will enable the Company
to attract new talent and retain employees while aligning their
long-term interests with that of all current shareholders.
- Vote the proposed Board of Directors (Richard Berman, Kay
Kapoor, James Marks, and
David Knight)
- Ratify our auditors, Marcum LLP.
- Customers, Partners, and the Opportunities – One of the
greatest assets of COMSovereign remains its network of global
customers and partners, an area we are committed to supporting and
growing. Our team remains engaged with these key stakeholders as we
continue to meet their current requirements as well as working to
support them with their needs over the medium and longer term. To
that end, we are actively working on several exciting new 5G
relationships in both commercial and academic markets which we
anticipate announcing in the coming weeks. Finally, as technology
and the end-use markets evolve, we see an ever-increasing interest,
and need, for more secure, resilient, and adaptable platforms. As
such, our approach here is tap into our legacy of innovation as we
adapt our current technologies and capabilities to meet our
customer's needs today while continuing to develop solutions that
can uniquely address entirely new industries and end user markets
of tomorrow.
- Tapping into a Legacy of Innovation and Our Global Brand
– The companies and products acquired by COMSovereign have a
history of innovation, some extending back nearly 20 years to the
beginning of modern wireless networks. This legacy has produced
deep and broad patent portfolios and brands that are well-known by
customers and partners around the globe - in North America, Europe, Mideast, Asia, and Latin
America. As part of our transition efforts, we are
constantly reviewing the business to determine which brand
resonates with customers, partners, and prospective employees. We
intend to build upon this legacy of innovation as we seek to
integrate the capabilities of the acquired companies while
providing more balance between software, Software-as-a-Service, and
required services with our hardware products. In my view, this is a
fundamental step needed to guide the future of our Company, one
that am I excited to continue implementing throughout the
year.
Before I close this letter, I would like to again remind our
shareholders to vote at the Annual Meeting of Stockholders to be
held on January 18, 2023. Included in
the voting, we request that our shareholders vote for the reverse
split which is required to maintain our Nasdaq listing and for the
replenishment of the Long-Term Incentive Plan ("LTIP"). These are
necessary elements in our go-forward plan for COMSovereign. Please
see our Definitive Proxy Statement for more information.
Finally, I wish to recognize the efforts and dedication of our
employees. We have an incredibly smart and talented team that
have remained focused on developing new technology and serving our
customers and partners every day. Their efforts would not be
possible if it were not for their deep knowledge of our
technologies and the markets we are in, and importantly, the
markets we intend to enter. We continue to benefit from their daily
contributions and connections as they tell our exciting story. As a
result, I believe that our customers and partners are beginning to
recognize the vision we have for COMSovereign and are encouraged by
the progress we are making in our transition and efforts to build a
roadmap based on our legacy of innovation. As a team, we are
focused on our future and are committed to the execution against
our plan.
Sincerely,
David Knight
Chief Executive Officer and President
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. Moreover,
forward-looking statements in this release include, but are not
limited to the ability to develop and deliver advanced voice and
data communications systems, address supply chain challenges
including securing adequate inventory of necessary components,
demand for the Company's products, the ability of the Company to
regain compliance with Nasdaq listing requirements, its ability to
file its financial reports in a timely manner, and secure
additional funding. 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.