8-K

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): November 11, 2020

COMSOVEREIGN HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-150332	46-5538504
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5000 Quorum Drive, STE 400

Dallas, TX 75254

(Address of principal executive offices)

Registrant’s telephone number, including area code: (904) 834-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	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
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 November 16, 2020, ComSovereign Holding Corp. (the “Company”) announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”) voted to expand the size of the Board from six directors to seven directors and to elect Kay Kapoor to fill the new position, effective on the date of closing (the “Closing Date”) of the Company’s proposed public offering of common stock and warrants, until her successor is duly elected and qualified or her earlier resignation or removal. On November 11, 2020, Ms. Kapoor accepted such appointment, effective on the Closing Date.

Ms. Kapoor has been determined to be independent under Nasdaq listing standards. There are no arrangements or understandings between Ms. Kapoor and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Kapoor that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Kapoor will be compensated for her service as a  director consistent with the compensation provided to other non-employee directors as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on July 6, 2020.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the appointment of Ms. Kapoor is attached hereto as Exhibit 99.1. Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other information of the Company.

The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits.

The following exhibit is filed with this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release dated November 16, 2020.

1

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: November 16, 2020	COMSOVEREIGN HOLDING CORP.
	By:	/s/ Daniel L. Hodges
		Daniel L. Hodges
		Chairman and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

COMSovereign Holding Corp. to Appoint Kay Kapoor as New Independent Director

- Kapoor Brings Over 30 Years of Senior-Level Government and Cross-Industry Executive Leadership to the Company -

DALLAS, TX – November 16, 2020 – COMSovereign Holding Corp. (OTCQB: COMS) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G connectivity and data transmission systems, announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”) voted to expand the size of the Board from six to seven directors and to elect Kay Kapoor to fill the new position, effective on the date of the closing of the Company’s proposed public offering.

Ms. Kapoor’s 30-year career spans across technology, telecommunications, consulting, and defense markets with significant experience in matters including corporate governance, portfolio restructuring, and government and regulatory matters. Ms. Kapoor is currently the CEO of Arya Technologies, an end-to-end technology solutions provider in the public sector serving the U.S. Federal Government and the industry that supports it. As an advisory and consulting firm, Arya Technologies clients include large public companies as well as silicon-valley tech firms, providing expertise in 5G, cyber, digital platforms, smart infrastructure, IoT, secure communications, and big data/analytics.

“Kay is an accomplished leader and talented executive who brings tremendous insights and expertise in government programs, M&A and telecom technology, making her a valuable and timely addition to our board as we begin to advance COMSoveriegn into its next phase of growth. On behalf of the entire team, we look forward to her joining the Board and to her contributions to the Company,” said Dan Hodges, Chairman and CEO of COMSovereign Holding Corp.

Previously, Ms. Kapoor led AT&T’s Global Public Sector organization, a $15 billion segment of its business, and provided technology and communications solutions to government & education customers across federal, state, local, and international markets. Prior to joining AT&T, Kapoor served as chairman and CEO of Accenture Federal Services (AFS), a wholly owned subsidiary of Accenture LLC, leading 2,500 members of their U.S. federal business. Before her tenure at Accenture, she worked at Lockheed Martin Corporation for 20 years leading complex organizational units and government relations. She ultimately served as vice president and COO of Lockheed Martin’s $4 billion, 13,000 employee unit, IS&GS – Civil. She is the recipient of numerous industry awards including the Stevie Award for Woman of the Year in Business Services, the Women in Technology Leader Award, the prestigious Janice K. Mendenhall Spirit of Leadership Award from the American Council for Technology/Industry Advisory Council, the FCW Fed100 Award and the Asian American Engineer of the Year Award. Kapoor has an advisory role with Harvard’s John F. Kennedy School of Government and has a seat on the Dean’s Council. She is also on the Board of the Belfer Center for Science and International Affairs and is a member of the Dean’s Council at Johns Hopkins University. Kapoor earned a master’s degree in business from Johns Hopkins University complemented by executive programs at MIT and Harvard University and earned her bachelor’s degree in information systems from the University of Maryland.

For more information about COMSovereign, please visit www.COMSovereign.com and connect with us on Facebook and Twitter.

About COMSovereign Holding Corp.

COMSovereign Holding Corp. (Nasdaq: COMS) has assembled a portfolio of communications technology companies that enhance connectivity across the entire data transmission spectrum. Through strategic acquisitions and organic research and development efforts, COMSovereign has become a U.S.-based communications provider able to provide 4G LTE Advanced and 5G-NR telecom solutions to network operators and enterprises. For more information about COMSovereign, please visit www.COMSovereign.com or view the reports that it files with or furnishes to the Securities and Exchange Commission (the "SEC") at www.sec.gov, including the Risk Factors included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 , as well as information in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as "believe," "expects," "may," "looks to," "will," "should," "plan," "intend," "on condition," "target," "see," "potential," "estimates," "preliminary," or "anticipates" or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Moreover, forward-looking statements in this release include, but are not limited to, the impact of the current COVID-19 pandemic, which may limit access to the Company's facilities, customers, management, support staff, and professional advisors, and to develop and deliver advanced voice and data communications systems. The Company's forward-looking statements could be affected by many factors, including, but not the demand for the Company's products and services and the economic conditions in the U.S. and worldwide. Further information relating to factors that may impact the Company's results and forward-looking statements are disclosed in the Company's filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investor Relations for COMSovereign Holding Corp.:

Steve Gersten

813-334-9745

investors@comsovereign.com

Dave Gentry

RedChip Companies, Inc.

407-491-4498

dave@redchip.com

and

Media Relations for COMSovereign Holding Corp.:

Michael Glickman

MWGCO, Inc.

917-397-2272