SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )* 

COMSovereign Holding Corp. 

(Name of Issuer) 

Common Stock, $0.0001 par value

(Title of Class of Securities)

205650203

(CUSIP Number)

Daniel L. Hodges

CEO

COMSovereign Holding Corp.

5000 Quorum Drive, Suite 400

Dallas, TX 75254

(469) 930-2661

with a copy to:

Eric M. Hellige, Esq.

Pryor Cashman LLP

7 Times Square

New York, NY 10036

(212) 421-4100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 21, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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, as amended (“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).

SCHEDULE 13D

CUSIP No.  205650203

1.	Names of Reporting Persons. Daniel L. Hodges
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒
	(b)	☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by the Reporting Person	7.	Sole Voting Power 7,997,000
	8.	Shared Voting Power 217,140
	9.	Sole Dispositive Power 7,997,000
	10.	Shared Dispositive Power 217,140

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,214,140
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 12.9%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 63,752,968 shares of the Issuer’s common stock, par value $0.0001 per share, outstanding on March 1, 2021.

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SCHEDULE 13D

CUSIP No.  205650203

1.	Names of Reporting Persons. TM Technologies, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒
	(b)	☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by the Reporting Person	7.	Sole Voting Power 0
	8.	Shared Voting Power 188,574
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 188,574

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 188,574
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0.3%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated based on 63,752,968 shares of the Issuer’s common stock, par value $0.0001 per share, outstanding on March 1, 2021.

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SCHEDULE 13D

CUSIP No.  205650203

1.	Names of Reporting Persons. The Hodges Foundation
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☒
	(b)	☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) PF, OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Arizona

Number of Shares Beneficially Owned by the Reporting Person	7.	Sole Voting Power 0
	8.	Shared Voting Power 28,566
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 28,566

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 28,566
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 0%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated based on 63,752,968 shares of the Issuer’s common stock, par value $0.0001 per share, outstanding on March 1, 2021.

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Item 1. Security and Issuer

This filing relates to the Common Stock, par value $0.0001 per share (“Common Stock”), of COMSovereignHolding Corp. (the “Issuer”), with principal executive offices at 5000 Quorum Drive, Suite 400, Dallas, Texas 75254. The Joint Filing Agreement of the Reporting Persons (as defined below) is attached as Exhibit II to this filing.

Item 2. Identity and Background

(a) Name of Persons Filing: This Schedule 13D is being filed jointly by Daniel L. Hodges (“DLH”), TM Technologies, Inc. (“TMI”) and The Hodges Foundation (“THF” and, together with DLH and THF, the “Reporting Persons”). DLH is the principal shareholder and a director of TMI. DLH is the President and a Director of THF, which is a charitable foundation formed by DLH.

(b) Business Address of each of the Reporting Persons is as follows:

c/o Daniel L. Hodges

5000 Quorum Drive, Suite 400

Dallas, TX 75254

(c) Principal Business:

DLH is the CEO and Chairman of the Board of the Issuer. TMI is a corporation principally owned and managed by DLH. DLH is the President and a Director of THF, which is a charitable foundation that was formed to make contributions to tax-exempt charitable organizations.

(d) Conviction in a Criminal Proceeding:

None of the Reporting Persons has, during the past five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

(e) Conviction in a Civil Proceeding:

None of the Reporting Persons has, during the last five years, been party to any civil proceedings of judicial or administrative bodies of competent jurisdiction and as a result of such proceedings been subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship:

DLH is a citizen of the United States. TMI is organized in the State of Delaware. THF is organized in the State of Arizona.

Item 3. Source and Amount of Funds or Other Consideration

Each of DLH and THF has acquired his or its interest in the securities described in Item 5 of this filing in connection with the consummation of the acquisition by the Issuer of COMSovereign Corp., a Nevada corporation (“COMSovereign”), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 27, 2019 (the “Merger Agreement”) by and among the Issuer, COMSovereign and DACS Merger Sub., Inc. (“Merger Sub”). Prior to joining the Issuer on November 27, 2019, beginning in January 2019, DLH was Chief Executive Officer and a director of COMSovereign. Pursuant to the terms of the Merger Agreement, COMSovereign in effect became a public company through a reverse merger whereby Merger Sub merged with and into COMSovereign (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”), with COMSovereign surviving the Merger and becoming a wholly-owned subsidiary of the Issuer. The Issuer subsequently changed its name to COMSovereign Holding Corp. The Business Combination closed on November 27, 2019 (the “Closing”).

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Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each share of COMSovereign’s common stock, par value $0.0001 per share (the “Legacy COMSovereign Common Stock”) (other than any Dissenting Shares (as defined in the Merger Agreement)), was canceled and the stockholders of COMSovereign received 1.8902 shares of Common Stock (approximately 0.63 shares after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021) for each share of Legacy COMSovereign Common Stock held by them immediately prior to the Effective Time.

In connection with the Merger, 13,333,769 shares of Legacy COMSovereign Common Stock held by DLH were automatically converted into 25,202,875 shares of Common Stock 8,400.959 shares after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021) and 45,339 shares of Legacy COMSovereign Common Stock held by THF were automatically converted into 85,698 shares of Common Stock 28,566 shares after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021). As an incentive to commence employment as CEO of the Issuer, DLH was issued a restricted stock award of 300,000 shares of Common Stock (100,000 shares after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021).

TMI received 565,721 shares of Common Stock in November, 2020 (188,574 shares after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021) in exchange for the satisfaction of a October 31, 2019 promissory note totaling $1,414,301 at the rate of $2.50 per share ($7.50 per share after giving effect to the one-for-three reverse stock split of the Common Stock effected on January 21, 2021).

Items 4 through 6 of this filing are hereby incorporated by reference into this Item 3.

Item 4. Purpose of Transaction

DLH and THF acquired securities of the Issuer pursuant to the Merger referenced in Item 3 hereto. TMI acquired securities pursuant to the debt exchange referenced in Item 3 hereto. The purpose of the transactions is described in Item 3 hereto. The information set forth in Item 3 is hereby incorporated in this Item 4 by reference.

DLH serves as CEO of the Issuer and as Chairman of the Board, and, in such capacities, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to the Lock-up Agreement described in Item 6 of this Schedule 13D and the Issuer’s Insider Trading Policy, DLH may from time to time buy or sell securities of the Issuer as appropriate for DLH’s personal circumstances.

Except as described in this Schedule 13D, DLH does not have any present plans or proposals that relate to or result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, DLH, at any time and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

Item 5. Interest in Securities of the Issuer

The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.

(a), (b) The responses of DLH with respect to Rows 7 through 13 of the cover page to this Schedule 13D are incorporated herein by reference.

DLH’s aggregate percentage of beneficial ownership is approximately 12.9% of the outstanding shares of the Common Stock. Calculations of the percentage of the shares of Common Stock beneficially owned in this Schedule 13D assume that 63,752,968 shares of Common Stock were outstanding on March 1, 2021. DLH has sole voting and dispositive power over the shares.

The Reporting Persons expressly disclaim beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, other than the shares of Common Stock held of record by such Reporting Persons, and the filing of this Schedule 13D shall not be construed as an admission that any such persons is, for the purposes of sections 13(d) or 13(g) of the Act the beneficial owner of any securities covered by this Schedule 13D.

(c) The Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the members or affiliates of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with the Issuer’s public offering of Common Stock that closed on January 26, 2021 and the underwriting agreement dated as of January 21, 2021 (the “Underwriting Agreement”) between the Issuer and Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”), as representative of the several underwriters named in the Underwriting Agreement (the “Underwriters”) and the Underwriters, on January 21, 2021, DLH entered into a Lock-up Agreement with the Issuer, with respect to the shares of Common Stock beneficially owned by DLH during the Lock-up Period (as defined below) (such shares, the “Lock-up Shares” and the agreement, the “Lock-up Agreement”). The Lock-up Agreement provides for the Lock-up Shares beneficially held by DLH to be locked-up for a period of 90 days following the date of the final prospectus (the “Lock-up Period”), subject to certain exceptions. By agreement dated February 3, 2021, the Representative has waived any provisions of the Lock-up Agreement that would disallow a pledge by DLH of the Lock-up Shares in a margin or loan transaction with a nationally-recognized bank or brokerage firm, so long as the amount of each loan does not exceed 30% of the market value of such share holdings of DLH. This summary is qualified by the actual terms of Lock-up Agreement, a copy of which is attached to this Schedule 13D as Exhibit I and is incorporated herein by reference.

The Reporting Persons have entered into the Joint Filing Agreement filed as Exhibit II hereto.

Item 7. Material to be Filed as Exhibits

The following agreements are included as exhibits to this filing:

Exhibit I	Lock-up Agreement dated January 21, 2021 between the Issuer and Daniel L. Hodges.
Exhibit II	Joint Filing Agreement, dated March 5, 2021.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete, and correct.

Dated:  March 5, 2021	/s/ Daniel L. Hodges
	Daniel L. Hodges

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EX-1

Exhibit I

Lock-Up Agreement

January 21, 2021

Kingswood Capital Markets,

division of Benchmark Investments, Inc.

as Representative of the Underwriters
17 Battery Place, Suite 625

New York, New York 10004

Ladies and Gentlemen:

The undersigned understands that Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with COMSovereign Holding Corp., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) and warrants.

To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative at least two (2) business days prior to the proposed transfer or disposition.

In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans or to any of the undersigned’s common stock issued upon such exercise, (ii) exercise of warrants; provided that it shall apply to any of the undersigned’s common stock issued upon such exercise, or (iii) pursuant to an existing contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, (iv) the establishment of any new Plan; provided that no sales of the undersigned’s common stock shall be made pursuant to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof), and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s securities subject to this lock-up agreement except in compliance with this this lock-up agreement.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned understands that, if the Underwriting Agreement does not become effective on or prior to January 29, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, the undersigned shall be released from all obligations under this lock-up agreement.

This lock-up agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

Daniel L. Hodges

(Name - Please Print)

/s/ Daniel L. Hodges

(Signature)

(Title of Signatory, in the case of entities - Please Print)

Address:

EX-2

Exhibit II

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.0001 par value per share, of COMSovereign Holding Corp., and that this Agreement be included as an Exhibit to such joint filing. The undersigned acknowledge and agree that all subsequent amendments to Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained in Schedule 13D and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of March 5, 2021.

TM Technologies, inc.
By:	/s/ Daniel L. Hodges
	Daniel L. Hodges
	CEO
the hodges foundation
By:	/s/ Daniel L. Hodges
	Daniel L. Hodges
	President
/s/ Daniel L. Hodges
	Daniel L. Hodges