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 23, 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)

(904) 834-4400

(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

Appointment of Chief Executive Officer and Director.

The Board of Directors of COMSovereign Holding Corp. ("the Company") has appointed David Knight as the Company’s Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer, and a Director on the Board of Directors effective November 23, 2022. Mr. Knight held the position of Interim Chief Executive Officer from September 1, 2022.

Mr. Knight has led turnarounds and transformations of multiple technology and services companies. He previously served as CEO of Dispersive Holdings, a cybersecurity company based in Atlanta, GA from April 2021 through March 2022, and was a member of their board of directors from January 2020 through March 2021. From November 2020 through April 2021, Mr. Knight operated his consultancy company, GlenWest Advisors. Previously, he was CEO of Federos (acquired by Oracle) from April 2016 through November 2020, and was a member of their board of directors from November 2017 through April 2020. Prior to that, Mr. Knight held senior management positions at Motorola, SEI and at Micromuse where he was responsible for the acquisition and integration of over $200 million in subsidiaries and partnerships prior to the firm’s purchase by IBM. He holds a master’s degree in management from Northwestern’s Kellogg School and a Bachelor of Science in Accounting from Valparaiso University.

Pursuant to the terms of an Employment Memorandum, dated as of November 23, 2022, between the Company and Mr. Knight, Mr. Knight is entitled to receive (i) an annual base salary of $180,000 which will be increased to $250,000 upon the Board of Director’s Compensation Committee’s determination of adequate funding; (ii) eligibility to participate in a cash bonus program for meeting quarterly and annual goals, milestones, and metrics as established by the Compensation Committee; (iii) eligibility to receive grants under the terms of the Company’s 2020 Long-Term Incentive Plan; (iv) the right to participate in all benefit plans offered to the Company’s senior executive officers; and (iv) severance payments in the event of termination without cause of 3 months of salary, benefits, and prorated bonus if terminated without cause before completion of 1 year of service, and 6 months after reaching 1 year of service.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Employment Memo dated November 23, 2022 between the COMS and David Knight.
99.1	Press release dated November 29, 2022 announcing appointment of David Knight appointment.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 29, 2022	COMSOVEREIGN HOLDING CORP.
	By:	/s/ Daniel Knight
		Daniel Knight
		Interim Chief Executive Officer

2

EX-10.1

Exhibit 10.1

  COMSovereign Holding Corp.
6890 E Sunrise Dr., #120-506
Tucson, AZ 85750

Employment Memo

Date:	November 23, 2022
Subject:	Employment as CEO, President, and Acting Principal Financial and Accounting Officer
From:	Board of Directors
To:	David A. Knight
CC:	Kevin M. Sherlock, General Counsel

We are pleased to offer you the position of Chief Executive Officer, President, and Acting Principal Financial and Accounting Officer of COMSovereign Holding Corp. (the Company”). You will have such duties, responsibilities and authorities consistent with the position as the Company’s CEO, President, and Acting Principal Financial and Accounting Officer. You will report to the Board of Directors. You will be required to devote your full business time, effort and energy to the affairs of the Company and the discharge of your duties.

You will continue on your existing initial annual base salary of $180,000. Upon the Compensation Committee’s determination of adequate funding, your annual base salary will be increased to $250,000.

You are entitled to participate in a cash bonus program. For the 2023 cash bonus program, the Compensation Committee will establish quarterly and annual goals, milestones, and metrics.

You are eligible to participate in the grant of awards under the Company’s 2020 Long-Term Incentive Plan as determined by the Compensation Committee. You are also eligible to participate in such benefit plans as the Company provides to its executive officers from time to time in accordance with the Company policies.

If you are terminated without cause before 1 year of service, you will be entitled to severance pay consisting of 3 months of salary, benefits, and prorated bonus. If you are terminated without cause after reaching 1 year of service, you will be entitled to severance pay consisting of 6 months of salary, benefits, and prorated bonus.

Please acknowledge your acceptance of this employment by signing below.

By:	/s/ David Knight
	David Knight

EX-99.1

Exhibit 99.1

 

COMSovereign Appoints David Knight as Chief Executive Officer and President

- Company to Continue Corporate Transition, Focusing on Revenue Generation Activities in its Wireless Connectivity and Tethered Drone Units -

DALLAS, TEXAS – November 29, 2022 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G communication systems and solutions, today announced that the Board of Directors has unanimously appointed David Knight as Chief Executive Officer, President, and a Director of the Company on November 23, 2022.

Mr. Knight was initially named interim CEO on September 7, 2022, following the departures of the Company’s CEO and its President. Working with the Board of Directors, Mr. Knight has been implementing a series of business process improvements and refocusing activities which include streamlining operations and reducing costs. These efforts also include engaging with customers and partners in an effort to maximize the value of the Company’s wireless communications and tethered drone products, its Intellectual Property portfolio, and identifying new revenue-generating opportunities.

“I wish to thank the Board for their vote of confidence as we continue to address the challenges facing the Company,” stated David Knight. “As interim CEO, I have evaluated and analyzed COMSovereign and its roadmap, and I am confident in its significant potential and value. We have crafted a clear vision for COMSovereign as stated in my recent update letter, and we are committed to the execution of our plan designed to refocus the Company and improve its ability to service customers and generate meaningful revenue.”

COMSovereign’s Board of Directors issued a statement saying, “David’s dedication and leadership since his appointment as interim CEO has been a critical factor in our ability to execute against the Company’s ongoing business transition activities. The Board is unanimous in support as he and the team work diligently to ensure we capitalize on the strength and value of our current offerings today and are positioned to realize the exciting new technologies and capabilities envisioned for tomorrow.”

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 telecom solutions to network operators and enterprises. For more information about COMSovereign, please visit www.COMSovereign.com.

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. 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:

Steve Gersten, Director of Investor Relations

COMSovereign Holding Corp.

813-334-9745

investors@comsovereign.com

and

Media Relations for COMSovereign Holding Corp.:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

XML

Cover	Nov. 23, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 23, 2022
Entity File Number	333-150332
Entity Registrant Name	COMSOVEREIGN HOLDING CORP.
Entity Central Index Key	0001178727
Entity Tax Identification Number	46-5538504
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6890 E Sunrise Drive
Entity Address, Address Line Two	Suite 120-506
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85750
City Area Code	904
Local Phone Number	834-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	COMS
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	COMSW
Security Exchange Name	NASDAQ
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
Title of 12(b) Security	9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	COMSP
Security Exchange Name	NASDAQ