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 1620, 2023

COMSOVEREIGN HOLDING CORP.

(Exact name of registrant as specified in charter)

Nevada		001-39379		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		~~75254~~85750
(Address of Principal Executive Offices)		(zip code)

(206) 796-0173

(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 3.~~01.~~03 ~~Notice~~Material ofModification ~~Delisting or Failure~~ to ~~Satisfy~~Rights ~~a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On October ~~November 16~~29, ~~2023~~2021, COMSovereign Holding Corp. (the “"Company”) ~~received~~issued ~~notice~~320,000 ~~from~~shares ~~the Listing Qualifications Staff (the “Staff”)~~ of ~~The Nasdaq Stock Market LLC (“Nasdaq”) indicating that~~ the ~~Staff had determined that an additional basis exists to delist the~~ Company’s ~~securities~~ ~~because~~designated ~~the~~9.25% Series ~~Company~~A ~~has~~Cumulative ~~not~~Redeemable ~~yet~~Perpetual ~~filed~~Preferred ~~its~~Stock, ~~Form~~par ~~10-Q~~value ~~for the period ending September 30, 2023~~$0.0001 ~~The~~per ~~Staff’s~~share ~~determination was based upon~~ (the ~~Company’s~~"Series ~~continued~~A ~~non-compliance~~Preferred ~~with the filing requirement set forth in Nasdaq Listing Rule 5250(c~~Stock”)~~(1)~~. ~~(the~~The ~~“Filing~~Series ~~Requirement”)~~A ~~because~~Preferred ~~the~~Stock ~~Company~~ has ~~not~~been ~~yet~~listed ~~filed~~on ~~its~~The ~~Form~~Nasdaq ~~10-K~~Capital ~~for~~Market ~~the~~under ~~year ended December 31, 2022, and~~ the ~~Forms 10-Q~~symbol ~~for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023 (together, the “Delayed Reports~~"COMSP”).

~~The Company requested and~~Holders ~~was~~of ~~granted~~the aSeries ~~hearing~~A ~~before~~Preferred ~~the~~Stock ~~Nasdaq~~generally ~~Hearings~~have ~~Panel~~no ~~(the~~voting ~~“Panel”)~~rights, asexcept ~~well~~for aslimited avoting ~~further~~rights, ~~stay~~including ofif ~~any~~the ~~suspension~~Company ~~action~~fails byto ~~Nasdaq~~pay ~~pending~~dividends on the ~~issuance~~Series ofA aPreferred ~~decision~~Stock byfor ~~the~~18 ~~Panel~~or ~~and~~more ~~the~~monthly ~~expiration~~periods of(whether ~~any~~or ~~extension~~not ~~the~~consecutive). ~~Panel~~On ~~may~~May ~~grant~~25, to2022, the Company ~~following~~ announced the ~~hearing.~~suspension Atof ~~the~~cash ~~hearing,~~dividends on the ~~Company~~Series ~~intends~~A Preferred Stock to ~~request~~preserve ancash ~~exception~~in order to ~~file~~fund the ~~Delayed~~development ~~Reports~~ and ~~thereby~~growth of ~~evidence~~the ~~full~~business. ~~compliance with~~On ~~the~~November ~~Filing~~18, ~~Requirement~~2023, we reached 18 monthly periods of dividend arrears. IfTherefore, the ~~Panel~~holders ~~denies~~of shares of the ~~Company’s~~Series A ~~request~~Preferred ~~for~~Stock ~~continued~~will ~~listing~~be ~~pending~~entitled to vote at either (i) a special meeting called upon the ~~filing~~written request of the ~~Delayed~~holders ~~Reports~~of at least or25% ifof the ~~Company~~Series isA ~~unable~~Preferred toStock ~~file~~or ~~the~~(ii) ~~Delayed~~at ~~Report~~our ~~within~~next ~~any~~annual ~~extension~~meeting ofand ~~time~~each ~~granted~~subsequent byannual ~~the~~or ~~Panel,~~special ~~Nasdaq~~meeting ~~will~~of ~~provide written~~stockholders ~~notification~~for ~~that~~ the ~~Company’s~~election ~~securities~~of ~~will~~two beadditional ~~delisted.~~directors ~~There~~to ~~can~~serve beon noour ~~assurance~~board ~~that~~of ~~the~~directors ~~Company~~until ~~will~~all beunpaid ~~able~~dividends with respect to ~~maintain~~ the ~~listing~~Series A ofPreferred ~~its~~Stock ~~securities~~have onbeen ~~Nasdaq~~paid.

~~Forward~~The foregoing description is not complete and is qualified in its entirety by the full terms of the Series A Preferred Stock as set forth in the Certificate of Designations. A copy of the Certificate of Designations is filed as Exhibit 3.2 to the Company’s Registration Statement on Form 8-~~Looking~~A ~~Statements~~filed with the Securities and Exchange Commission on October 26, 2021, and the information in the Certificate of Designations is incorporated into this Item 3.03 by reference.

~~This Current Report on Form~~Item ~~8-K contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995~~9. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intent to timely request a hearing before the Panel01. InFinancial ~~some~~Statements cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and ~~similar words and expressions~~Exhibits. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and our other reports filed with the United States Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

~~(d)~~The following ~~Exhibits.~~exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description
Exhibit Number		Description
99.1		Press release dated November 22, 2023 announcing the receipt of Nasdaq delisting notification letter.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

1Cautionary Note Regarding Forward-Looking Statements

~~SIGNATURE~~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. 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.

~~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.~~1

Date: November 22, 2023	COMSOVEREIGN HOLDING CORP.
	By:	/s/ David Knight
		David Knight
		Chief Executive Officer

SIGNATURE

2Pursuant 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 24, 2023	COMSOVEREIGN HOLDING CORP.

	By:	/s/ David Knight
		David Knight
		Chief Executive Officer

Filing Compare · COMSovereign Holding Corp.