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) October 10, 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 |
| | | | | |
| 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
Departure of Brent Davies
On October 10, 2022, Brent Davies, 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. Mr. Davies had been a member of the Board since November 2019, and was chair of the Audit Committee. Mr. Davies advised the Company that he was resigning to pursue other professional opportunities.
Mr. Davies’s decision to resign from the Board was not related to any disagreements with the Company on any matter relating to its operations, policies or practices or any issues regarding financial disclosures, accounting or legal matters.
The Nominating & Governance Committee of the Board is seeking and will be reviewing qualified candidates to fill the vacant board seat.
Interim Chair of Audit Committee
Director Richard Berman, who has been a member of the Board since November 2019, and who is an Audit Committee Financial Expert as defined by Nasdaq Rule 5605(c)(2)(A), has accepted the position of Interim Chair of the Audit Committee.
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: October 13, 2022 | COMSOVEREIGN HOLDING CORP. |
| | | |
| | By: | /s/ David Knight |
| | | David Knight |
| | | Interim Chief Executive Officer |
