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 25,
2021
COMSOVEREIGN HOLDING CORP.
(Exact name of registrant as specified in charter)
|
Nevada |
|
333-150332 |
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46-5538504 |
(State or other
Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS
Employer
Identification No.) |
5000 Quorum Drive, Suite 400
Dallas, TX
|
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75254 |
| (Address of Principal Executive
Offices) |
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(zip code) |
(904) 834-4400
(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:
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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 $.0001 per share |
|
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 |
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 1.01 Entry into a Material Definitive Agreement.
On February 25, 2021 (the “Closing Date”), ComSovereign Holding
Corp. (the “Company,” “we,” “us,” or
“our company”) entered into an Share Purchase Agreement
dated as of February 25, 2021 (the “Purchase Agreement”) by
and among our company, Sky Sapience Ltd., a company organized under
the laws of the State of Israel (“SKS”), certain of the
shareholders of SKS, and Neuberger, Quinn, Gielen, Rubin &
Gibber P.A., solely in its capacity as the Shareholders’
Representative (as defined therein), pursuant to which, subject to
the terms and conditions of the Purchase Agreement, we purchased or
agreed to purchase all of the issued and outstanding capital stock
of SKS and SKS will become a wholly-owned subsidiary of our
company.
Since its founding in 2010, SKS’s tethered hovering technology has
provided long-duration, mobile and all-weather Intelligence,
Surveillance and Reconnaissance (“ISR”) capabilities to customers
worldwide for both land and marine based applications. Its
innovative technologies include fiber optic tethers that enable
secure, high-capacity communications, including support for
commercial 4G and 5G wireless networks. SKS’s flagship HoverMast
line of quadrotor-tethered drones feature uninterruptible
ground-based power, fiber optic communications for cyber immunity,
and the ability to operate in GPS-denied environments while
delivering dramatically-improved situational awareness and
communications capabilities to users. HoverMast is utilized by the
Israeli government for border patrol and coastal applications and
is also deployed in several international markets.
Pursuant to the Purchase Agreement, on the Closing Date, we paid
approximately $2.7 million to repay in full an outstanding
third-party secured loan to SKS. In addition, we agreed to issue to
the shareholders of SKS, the holders of outstanding options or
warrants of SKS and certain other entities with which SKS had
contractual obligations an aggregate of 2,555,209 shares of our
common stock, par value $0.001 per share, in consideration of the
purchase of all outstanding shares of SKS and the cancellation of
such outstanding options, warrants and contractual obligations.
The Purchase Agreement contains customary representations,
warranties and covenants of our company, on the one hand, and SKS
and its shareholders, on the other hand. The Purchase Agreement
also provides that we and the former shareholders of SKS will
indemnify each other for breaches of the warranties and covenants
of such party, as well as certain other matters, subject to certain
specified limitations, including, among other things, limitations
on the period during which a party may make certain claims for
indemnification and limitations on the amounts for which a party
may be liable.
The foregoing description of the Purchase Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Purchase Agreement,
a copy of which is attached hereto as Exhibit 10.1, which is
incorporated herein by reference thereto.
The Purchase Agreement has been filed as an exhibit hereto to
provide our investors and security holders with information
regarding its terms and is not intended to provide any factual
information about our company or SKS. The representations,
warranties and covenants set forth in the Purchase Agreement were
made solely between the parties to the Purchase Agreement and may
be subject to important qualifications and limitations agreed to by
the parties in connection with negotiating its terms, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Purchase Agreement.
Moreover, the representations and warranties may be subject to a
contractual standard of materiality that may be different from what
may be viewed as material to investors or security holders, or may
have been used for the purpose of allocating risk between the
parties to the Purchase Agreement rather than establishing matters
as facts. Information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be
fully reflected in our public disclosures. For the foregoing
reasons, no person should rely on the representations and
warranties as statements of factual information at the time they
were made or otherwise.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference into this Item 3.02 in
its entirety. The shares of common stock issuable pursuant to the
Purchase Agreement will be issued in a transaction exempt from
registration under the Securities Act in reliance on
Section 4(a)(2) thereof and Rule 506 of Regulation
D thereunder. Each of the recipients of our shares of common
stock has represented that it was an “accredited investor,” as
defined in Regulation D, and was acquiring the securities
described herein for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution
thereof. Accordingly, the shares of common stock have not been
registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
exemption from registration under the Securities Act and
any applicable state securities laws.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On February 25, 2021, our board of directors appointed Harold “Bud”
Patterson as our Chief Operating Officer, effective
immediately.
Mr. Patterson, age 59, has over 30 years of operational and
engineering experience in the development of wireless
communications systems and semiconductors. He most recently served
as Chief Operating Officer of our Silver Bullet Technology
subsidiary, where he has been employed since 2009 and where he led
an expert team in successfully delivering commercial products and
government projects while managing on-shore and off-shore
manufacturing resources to build low and high-volume products,
including management of export restricted materials. Mr. Patterson
has a unique interdisciplinary skill set and holistic approach to
the design-for-manufacturing process, which results in
manufacturable products on tight engineering schedules. Recent
commercial successes include the design through production delivery
of an embedded IoT platform for the automotive telematics market.
Government successes include delivery of software defined radio
platforms for multiple DARPA STO programs. Previous roles and
companies include Vice President of Operations at Coretex, and Vice
President Engineering at Tranzeo Wireless, Sensoria Corporation and
Accelerix, as well as senior engineering management roles at MOSAID
Technologies, Rockwell Semiconductor Systems and Brooktree
Corporation. Mr. Patterson holds a B.S. in Chemical Engineering
from Michigan State University and graduated from the Leadership
and Management Program at the University of California San
Diego.
There are no family relationships between Mr. Patterson and any
director or other executive officer of our company, nor are there
any transactions to which we were or are a participant and in which
Mr. Patterson has a material interest subject to disclosure under
Item 404(a) of Regulation S-K. There are no arrangements or
understandings between Mr. Patterson and any other person pursuant
to which he was selected as an officer of our company.
Item 8.01 Other Information.
On March 1, 2021, we issued a press release announcing our
acquisition of SKS. A copy of the press release is attached as
Exhibits 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The information under this Item 8.01, including Exhibit 99.1, is
deemed “furnished” and not “filed” under Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section,
and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of
1933, as amended, or the Exchange Act except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Date: March 1, 2021 |
COMSovereign
Holding Corp. |
| |
|
| |
By: |
/s/
Daniel L. Hodges |
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|
Daniel
L. Hodges |
| |
|
Chief
Executive Officer |
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