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 27, 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.) |
5000 Quorum Drive, Suite 400 Dallas, TX | | 75254 |
| (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 |
| | | | | |
| 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2022, David Aguilar, a member of the Board of Directors (the “Board”) of COMSovereign Holding Corp. (the “Company”), announced his resignation from the Board and all committees thereof, effective immediately. Mr. Aguilar had been a member of the Board since January 2017, prior to the Company’s acquisition of ComSovereign Corp. in November 2019, and was the sole member of the Board to remain a director of the Company following such acquisition. Mr. Aguilar advised the Company that he was resigning to focus on personal and other professional commitments. Mr. Aguilar’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Nominating & Governance Committee of the Board is seeking and will be reviewing qualified candidates to fill the vacant board seat.
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: May 2, 2022 | COMSOVEREIGN HOLDING CORP. |
| | | |
| | By: | /s/ Daniel L. Hodges |
| | | Daniel L. Hodges |
| | | Chairman and Chief Executive Officer |
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