UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
ComSovereign
Holding Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
205650203
(CUSIP Number)
January 21, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1 (b) |
| x | Rule 13d-1 (c) |
| ¨ | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. 205650203 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Phillip Frost, M.D. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
820,834 |
| 6 |
SHARED VOTING POWER
3,740,773 | |
| 7 |
SOLE DISPOSITIVE POWER
820,834 | |
| 8 |
SHARED DISPOSITIVE POWER
3,740,773 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,561,607 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.16% (2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Includes (i) 820,834 shares of common stock held individually by Dr. Frost, (ii) 2,397,193 shares of common stock held by Frost Gamma Investments Trust (“FGIT”), of which Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation, and (iii) 1,343,580 shares of common stock held by Frost Nevada Investments Trust (“FNIT”), of which Dr. Frost is the trustee of FNIT. Frost-Nevada L.P. is the sole and exclusive beneficiary of FNIT. Dr. Frost is one of eight limited partners of Frost-Nevada L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada L.P. |
| (2) | Calculated based on 63,752,968 shares of common stock, par value $0.0001 (the “Common Stock”) of ComSovereign Holding Corp. (the “Issuer”), outstanding as of February 25, 2021, as reported in the Issuer’s Current Report on Form 8-k, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021. |
| CUSIP No. 205650203 | 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Frost Gamma Investments Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
2,397,193 (1) | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
2,397,193 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,397,193 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.76% (2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents 2,397,193 shares of common stock held by FGIT, of which Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. |
| (2) | Calculated based on 63,752,968 shares of common stock, par value $0.0001 (the “Common Stock”) of ComSovereign Holding Corp. (the “Issuer”), outstanding as of February 25, 2021, as reported in the Issuer’s Current Report on Form 8-k, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021. |
| CUSIP No. 205650203 | 13G | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Frost Nevada Investments Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE VOTING POWER
-0- |
| 6 |
SHARED VOTING POWER
1,343,580 (1) | |
| 7 |
SOLE DISPOSITIVE POWER
-0- | |
| 8 |
SHARED DISPOSITIVE POWER
1,343,580 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,343,580 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.11% (2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents 1,343,580 shares of common stock held by FNIT, of which Dr. Frost is the trustee of FNIT. Frost-Nevada L.P. is the sole and exclusive beneficiary of FNIT. Dr. Frost is one of eight limited partners of Frost-Nevada L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada L.P. |
| (2) | Calculated based on 63,752,968 shares of common stock, par value $0.0001 (the “Common Stock”) of ComSovereign Holding Corp. (the “Issuer”), outstanding as of February 25, 2021, as reported in the Issuer’s Current Report on Form 8-k, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021. |
| CUSIP No. 205650203 | 13G | Page 5 of 7 Pages |
Item 1.
| (a) | Name of Issuer: ComSovereign Holding Corp. |
| (b) |
Address of Issuer's Principal Executive Offices:
5000 Quorum Drive, Suite 400, Dallas, TX 75254 |
Item 2.
| (a) | Name of Persons Filing: |
Phillip Frost, M.D. Frost Gamma Investments Trust Frost Nevada Investments Trust |
| (b) | Address of Principal Business Office or if none, Residence: |
Dr. Phillip Frost - 4400 Biscayne Blvd. Miami, FL 33137
Frost Gamma Investments Trust - 4400 Biscayne Blvd. Miami, FL 33137
Frost Nevada Investments Trust - 4400 Biscayne Blvd. Miami, FL 33137
| (c) | Citizenship: |
Phillip Frost, M.D. - U.S.A. Frost Gamma Investments Trust is organized under the laws of State of Florida Frost Nevada Investments Trust is organized under the laws of State of Florida |
| (d) | Title of Class of Securities: Common Stock, $0.0001 par value |
| (e) | CUSIP Number: 205650203 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable |
|
Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Phillip Frost, M.D. – 4,561,607 (1)
Frost Gamma Investments Trust – 2,397,193
Frost Nevada Investments Trust – 1,343,580
| (b) | Percent of Class: |
Phillip Frost, M.D. – 7.16%
Frost Gamma Investments Trust – 3.76%
Frost Nevada Investments Trust – 2.11%
The percentage of class was calculated based on 63,752,968 shares of common stock, par value $0.0001 (the “Common Stock”) of the issuer, outstanding as of February 25, 2021, as reported in the Issuer’s Current Report on Form 8-k, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021.
| CUSIP No. 205650203 | 13G | Page 6 of 7 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Phillip Frost, M.D. – 820,834
Frost Gamma Investments Trust - 0
Frost Nevada Investments Trust – 0
| (ii) | shared power to vote or to direct the vote: |
Phillip Frost, M.D. – 3,740,773
Frost Gamma Investments Trust – 2,397,193
Frost Nevada Investments Trust – 1,343,580
| (iii) | sole power to dispose or to direct the disposition of: |
Phillip Frost, M.D. – 820,834
Frost Gamma Investments Trust - 0
Frost Nevada Investments Trust - 0
| (iv) | shared power to dispose or to direct the disposition of: |
Phillip Frost, M.D. – 3,740,773
Frost Gamma Investments Trust – 2,397,193
Frost Nevada Investments Trust – 1,343,580
| (1) | Includes (i) 820,834 shares of common stock held individually by Dr. Frost; (ii) 2,397,193 shares of common stock held by FGIT, of which Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation; (iii) 1,343,580 shares of common stock held by FNIT, of which Dr. Frost is the trustee of FNIT. Frost-Nevada L.P. is the sole and exclusive beneficiary of FNIT. Dr. Frost is one of eight limited partners of Frost-Nevada L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada L.P. |
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 205650203 | 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: March 2, 2021 | By: | /s/ Phillip Frost, M.D. | |
| Name: | Phillip Frost, M.D. | ||
| Title: | Phillip Frost, M.D., Individually | ||
FROST GAMMA INVESTMENTS TRUST | |||
| Dated: March 2, 2021 | By: | /s/ Phillip Frost, M.D. | |
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
FROST NEVADA INVESTMENTS TRUST | |||
| Dated: March 2, 2021 | By: | /s/ Phillip Frost, M.D. | |
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of ComSovereign Holding Corp., a Nevada corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of March 2, 2021.
| By: | /s/ Phillip Frost, M.D. | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Phillip Frost, M.D., Individually | ||
FROST GAMMA INVESTMENTS TRUST | |||
| By: | /s/ Phillip Frost, M.D. | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||
FROST NEVADA INVESTMENTS TRUST | |||
| By: | /s/ Phillip Frost, M.D. | ||
| Name: | Phillip Frost, M.D. | ||
| Title: | Trustee | ||