UNITED STATES
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On November 29, 2022, COMSovereign Holding Corp. (the “Company”) received a determination from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for the continued listing of its common stock on the Capital Market tier of The Nasdaq Stock Market (“Nasdaq”), subject to the Company evidencing compliance with Nasdaq’s minimum bid price and filing requirements, as set forth in Nasdaq Listing Rules 5550(a)(1) and 5250(c)(1), respectively, on or before February 2, 2023, and February 24, 2023, respectively, and certain other conditions. The Company is working to file its delinquent periodic reports with the Securities and Exchange Commission as soon as practicable and is otherwise taking definitive steps to evidence compliance with all other applicable criteria for continued listing on Nasdaq. There can be no assurances, however, that the Company will be able to do so.
As previously disclosed, on October 5, 2022, the Company received notice from the Staff of Nasdaq’s Listing Qualifications Department (the “Staff") indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company evidencing a closing bid price of less than $0.10 per share for the preceding ten consecutive trading days, in contravention of Nasdaq Listing Rule 5810(3)(A)(iii). The Staff also stated that the Company’s continued non-compliance with Nasdaq’s filing requirement could serve as an additional basis for delisting and that the Company should address both deficiencies at its hearing before the Panel. The Panel’s November 29, 2022, decision is the result of such hearing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release dated December 1, 2022 Nasdaq Listing Determination. | |
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: December 1, 2022 | COMSOVEREIGN HOLDING CORP. | |
By: | /s/ David Knight | |
David Knight | ||
Interim Chief Executive Officer |
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Exhibit 99.1
COMSovereign Receives Approval for Continued Nasdaq Listing
DALLAS, TEXAS – December 1, 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 on November 29, 2022, a Nasdaq Hearings Panel (the “Panel”) granted its request for continued listing on The Nasdaq Capital Market (“Nasdaq”). The Company’s continued listing on Nasdaq is subject to its evidencing compliance with the minimum bid price requirement by February 2, 2023, and the filing requirements of timely periodic financial reports with the Securities and Exchange Commission, including filing its quarterly reports on Form 10-Q, all to be filed by February 24, 2023, and certain other conditions. The Company is working to file its delinquent periodic reports with the Securities and Exchange Commission as soon as practicable and is otherwise taking definitive steps to evidence compliance with all other applicable criteria for continued listing on Nasdaq.
The Company must satisfy the time frame granted by the Panel or Nasdaq will provide written notification that its securities will be delisted. There are no assurances that the Company will be able to maintain the listing of its securities on Nasdaq.
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. 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, demand for the Company’s products and services, the availability of parts and components for the manufacture of products, economic conditions in the U.S. and worldwide, and the Company’s ability to recruit and retain management, technical, and sales personnel. 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
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