UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 8.01 Other Events.
As previously reported in Current Report on From 8-K filed on February 8, 2023, the stockholders of COMSovereign Holding Corp. ("we,” "us,” or “Company”) authorized the Board of Directors of the Company, in the Board’s sole and absolute discretion, and without further action of the stockholders, to file an amendment to our Articles of Incorporation, to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined by the Board, ranging from one-for-seventy-five to one-for-two hundred twenty-five. On February 8, 2023, the Board of the Company set the reverse stock split ratio at one-for-one hundred, and approved and adopted Amended and Restated Articles of Incorporation, which became effective at 11:59 p.m. Eastern Time on February 9, 2023. On February 10, 2023, our Common stock commenced trading on a post reverse stock split basis.
The effect of the one-for-one hundred reverse stock split on our January 26, 2021, publicly traded warrants we registered under Section 12 of the Exchange Act (“COMSW” or “Warrant”), is that the number of shares of common stock issuable upon exercise of each Warrant was proportionately adjusted, pursuant to Section 3(a) of the Common Stock Purchase Warrant. Section 3(a) provides that in the case of a reverse stock split, the number of common shares issuable upon exercise of the Warrant shall be proportionally adjusted such that the Warrant exercise price remains unchanged. Therefore, after the February 10, 2023 reverse stock split, one outstanding Warrant is exercisable for one one-hundredth (1/100) of a common share. Because fractional shares are not permitted to be issued, a holder would need to exercise one hundred (100) Warrants, at a total exercise price of $450.00 to acquire one (1) common share.
The foregoing summary of certain terms and provisions of the Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrant Agency Agreement between the Warrant Agent and us and the form of warrant attached thereto, which is incorporated by reference. We encourage you to read the Warrant Agency Agreement and the form of Warrant attached as an exhibit hereto for additional information.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
Description | |
| 4 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished 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,” “expect,” “may,” "looks to," “will,” “should,” “could,” “continue,” “anticipate” “optimistic,” “forecast” “intend,” “estimate,” “preliminary,” “project,” “seek,” “plan,” “looks to,” “on condition,” “target,” “potential,” “guidance,” “outlook” or “trend,” or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances, or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These and other risks and uncertainties include, but are not limited to, those are described in greater detail under the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s other filings with the Securities and Exchange Commission. There may be other factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty regarding the COVID-19 virus and the impact it may have on our operations, the demand for our products or services, global supply chains and economic activity in general. We do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the SEC. The forward-looking statements contained in this report are made as of the date of this report, and we disclaim 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.
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: April 13, 2023 | COMSOVEREIGN HOLDING CORP. | |
| By: | /s/ David Knight | |
| David Knight | ||
Chief Executive Officer | ||