Item
2.01. Completion of Acquisition or Disposition of Assets.
On
April 1, 2021 (the “Closing Date”), ComSovereign Holding Corp. (“we,” “us,”
or “our company”) completed our previously-announced acquisition (the “Acquisition”) of RVision,
Inc. a Nevada corporation (“RVision”), pursuant to a Share Exchange
Agreement dated as of March 26, 2021 (the “Exchange Agreement”) among our company, RVision, Industrial Security Alliance
Partners, Inc. and Halls of Valhalla, LLC.
As
previously disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”)
on March 30, 2021,
we agreed to acquire 100% of the outstanding capital stock of RVision pursuant to the terms of the Exchange Agreement. In accordance
with the terms of the Exchange Agreement, on the Closing Date, we acquired all of the issued and outstanding shares of capital stock of
RVision in exchange for 2,000,000 shares of our common stock, par value $0.0001 per share. The shares of our common stock issued at closing
will be the maximum number of shares available for satisfying any post-closing indemnification claims of the former RVision stockholders
under the Exchange Agreement. We have agreed to file a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), to register the resale of 1,000,000 of such shares of common stock within 30 days of the Closing Date and to include
the remaining shares in any registration statement we file under the Securities Act for a primary offering within one year of the Closing
Date, subject to certain exceptions.
RVision
is a developer of technologically-advanced video and communications products and physical security solutions designed for government
and private sector commercial industries. It has been serving governments and the military for nearly two decades with sophisticated,
environmentally-rugged optical and infrared cameras, hardened processors, custom tactical video hardware, software solutions, and related
communications technologies. It also has developed nano-defractive optics with integrated, artificial intelligence-driven electro-optical
sensors and communication network connectivity products for smart city/smart campus applications.
In
connection with the closing of the Acquisition, on
the Closing Date, we entered into an employment agreement (the “Employment Agreement”) with Brain
M. Kelly, RVision’s chief executive officer, to serve as our Executive Vice President for Business Development. Pursuant to
such employment agreement, we will pay Mr. Kelly a base salary in the amount of $225,000. In addition, Mr. Kelly is also
eligible to receive an employee incentive stock option grant each year during the term, as determined by the Compensation Committee
of our board of directors, with a strike price equal to that of the other corporate officers and directors under that current
year’s approved option grants. Mr. Kelly will be entitled to severance in the event he resigns from his employment for Good
Reason (as defined in the employment agreement). The severance amount for Mr. Kelly would be equal to three months’
base salary.
Mr.
Kelly's employee agreement also contains our customary confidentiality restrictions and work-product provisions, as well as
customary non-competition covenants and non-solicitation covenants with respect to our employees.
The
information provided under this Item 2.01 with respect to the Exchange Agreement is a summary of certain portions of the Exchange
Agreement and does not purport to be a complete description and is subject to, and qualified in its entirety by, the text of the
Exchange Agreement, a copy of which was attached as (a) Exhibit 10.50 to our Annual Report on Form 10-K filed on March 30, 2021 and
(b) is incorporated by reference herein as Exhibit 10.1 hereto.
The information provided under this Item 2.01 with
respect to the Employment Agreement is a summary of certain portions of the Employment Agreement and does not purport to be a complete
description and is subject to, and qualified in its entirety by, the text of the Employment Agreement, a copy of which was attached as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.