COMS / COMSovereign Holding Corp. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39379 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified i

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, March 21, 2024, COMSovereign Holding Corp.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) January 29, 2024 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organization

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) January 24, 2024 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organization

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) January 10, 2024 COMSOVEREIGN HOLD

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) January 10, 2024 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organization

COMSovereign Regains Current Filer Status with Filing of 10-Qs for the Quarters Ended March 31, June 30, and September 30, 2023 - Corporate Streamlining Efforts Dramatically Reduced General and Administraive Expenses as Company Continues Support for

Exhibit 99.1 COMSovereign Regains Current Filer Status with Filing of 10-Qs for the Quarters Ended March 31, June 30, and September 30, 2023 - Corporate Streamlining Efforts Dramatically Reduced General and Administraive Expenses as Company Continues Support for Wireless Connectivity and Aerial Platform Customers - TUCSON, AZ – January 10, 2024 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOVEREIGN HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOVEREIGN HOLDING COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOVEREIGN HOLDING CORP

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) December 19, 2023 COMSOVEREIGN HOL

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) December 19, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

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) December 12, 2023 COMSOVEREIGN HOL

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) December 12, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

Code of Business Conduct and Ethics

Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on 12/22/2020) The Board of Directors of COMSovereign Holding Corp.

COMSovereign Holding Corp. 2020 Long-Term Incentive Plan, as amended

Exhibit 10.1 COMSOVEREIGN HOLDING CORP. 2020 LONG-TERM INCENTIVE PLAN 1. Purpose. The purpose of the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan (the “Plan”) is to further and promote the interests of COMSovereign Holding Corp. (the “Company”), its Subsidiaries and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, directors and co

Amended and Restated By-Laws

Exhibit 3.2 BYLAWS OF COMSOVEREIGN HOLDING CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office and registered agent of COMSovereign Holding Corp. (the “Corporation”) shall be as from time to time set forth in the Corporation’s Articles of Incorporation. Section 1.2. Other Offices. The Corporation may also have offices at such other places, both within and without the Stat

List of Subsidiaries

Exhibit 21 Direct or indirect subsidiaries of COMSovereign Holding Corp. a Nevada corporation, as of December 31, 2022, with jurisdiction of incorporation or formation: ● AZCOMS, LLC, an Arizona limited liability company. ● COMS Global Telecommunications, LLC, a Texas limited liability company. ● COMS Government Systems, LLC, a Texas limited liability company. ● COMS Science and Technology, LLC, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39379 COMSOVEREIGN HOLDING CORP. (E

Restated Articles of Incorporation

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COMSOVEREIGN HOLDING CORP. a Nevada Corporation ARTICLE I NAME The name of the corporation is COMSovereign Holding Corp. (the “Corporation”). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name of the Corporation’s resident agent for service of process is C T Corporation System, whose registered office for service of process is loc

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMSovereign Holding Corp. (the “Company”) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock and (ii) our 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock an

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 20, 2023 COMSOVEREIGN HOL

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 20, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 16, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

COMSovereign Announces Receipt of Additional Nasdaq Listing Determination

Exhibit 99.1 COMSovereign Announces Receipt of Additional Nasdaq Listing Determination TUCSON, AZ – November 22, 2023 – 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 16, 2023, the Company received an additional notice of non-compliance from

COMSovereign Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing and Further Stay

Exhibit 99.1 COMSovereign Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing and Further Stay TUCSON, AZ – October 20, 2023 – 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 October 16, 2023, the Company received notice from

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) October 16, 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

Oc tobe r 202 3 Focused on Addressing the $65+ Billion Connectivity and Communications Market with Secure and Reliable Solutions Na s d a q : C O M S

Exhibit 99.1 Oc tobe r 202 3 Focused on Addressing the $65+ Billion Connectivity and Communications Market with Secure and Reliable Solutions Na s d a q : C O M S Forward Looking Statement Certain of the information contained in this presentation may contain “forward - looking information” . Forward - looking information and statements may include, among others, statements regarding the future pla

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) October 19, 2023 COMSOVEREIGN HOLD

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) October 19, 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

COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report TUCSON, AZ – August 22, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G communication systems announced today that on August 16, 2023, it received a letter from the Listing Qualifications Department of the Nasdaq Sto

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) August 16, 2023 COMSOVEREIGN HOLDI

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) August 16, 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)

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) June 21, 2023 COMSOVEREIGN HOLDING

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) June 21, 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) (

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) May 17, 2023 COMSOVEREIGN HOLDING

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) May 17, 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) (C

COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report TUCSON, AZ – May 19, 2023 – 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 it has received a letter from the Listing Qualifications Department of the Nasdaq Stock M

COMSovereign Names Bill White, CFE as New Independent Director and Chair of Audit Committee Mr. White Brings Over 30 Years of Experience in Financial Management and Operations to Company’s Board of Directors

Exhibit 99.1 COMSovereign Names Bill White, CFE as New Independent Director and Chair of Audit Committee Mr. White Brings Over 30 Years of Experience in Financial Management and Operations to Company’s Board of Directors TUCSON, AZ – April 27, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G communication

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) April 26, 2023 COMSOVEREIGN HOLDIN

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) April 26, 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)

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) April 18, 2023 COMSOVEREIGN HOLDIN

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) April 18, 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)

COMSovereign Receives Notice from Nasdaq Regarding Delayed Annual Report

Exhibit 99.1 COMSovereign Receives Notice from Nasdaq Regarding Delayed Annual Report TUCSON, AZ – April 21, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G communication systems today announced that it has received a letter from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq")

US2056504010 / COMSOVEREIGN HOLDING CORP / FROST PHILLIP MD ET AL - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 ComSovereign Holding Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 205650401 (CUSIP Number) February

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.

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) February 10, 2023 COMSOVEREIGN HOL

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) February 10, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-39379 CUSIP NUMBER 205650 401 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOVEREIGN HOLDING

February 8, 2023 Amended and Restated Articles of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COMSOVEREIGN HOLDING CORP. a Nevada Corporation ARTICLE I NAME The name of the corporation is COMSovereign Holding Corp. (the “Corporation”). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name of the Corporation’s resident agent for service of process is C T Corporation System, whose registered office for service of process is loc

COMSovereign Announces Results of its 2022 Annual Meeting - Shareholders Vote to Approve All Proposals; Company to Effectuate Reverse Stock Split Effective Prior to Market Open on February 10, 2023 -

Exhibit 99.1 COMSovereign Announces Results of its 2022 Annual Meeting - Shareholders Vote to Approve All Proposals; Company to Effectuate Reverse Stock Split Effective Prior to Market Open on February 10, 2023 - TUCSON, AZ – February 9, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G communication syste

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) February 8, 2023 COMSOVEREIGN HOLD

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) February 8, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Second Amended and Restated Bylaws.

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF COMSOVEREIGN HOLDING CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office and registered agent of COMSovereign Holding Corp. (the “Corporation”) shall be as from time to time set forth in the Corporation’s Articles of Incorporation. Section 1.2. Other Offices. The Corporation may also have offices at such other places, both

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) February 3, 2023 COMSOVEREIGN HOLD

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) February 3, 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

Financial Statements and Exhibits, Other Events

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) January 30, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOVEREIGN HOLDING CORP

COMSovereign Files 10-Q For the Quarter Ended June 30, 2022 - Company Makes Continued Progress in Business Transition and in Efforts to Regain Compliance with Nasdaq Listing Requirements -

Exhibit 99.1 COMSovereign Files 10-Q For the Quarter Ended June 30, 2022 - Company Makes Continued Progress in Business Transition and in Efforts to Regain Compliance with Nasdaq Listing Requirements - TUCSON, AZ – January 30, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G communication systems announce

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) January 25, 2023 COMSOVEREIGN HOLD

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) January 25, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39379 COMSOV

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) January 17, 2023 COMSOVEREIGN HOLD

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) January 17, 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

COMSovereign Issues Update Regarding Adjournment of Annual Meeting of Stockholders and Reminder to Vote - Company Sets February 8, 2023 as New Annual Meeting Date –

Exhibit 99.1 COMSovereign Issues Update Regarding Adjournment of Annual Meeting of Stockholders and Reminder to Vote - Company Sets February 8, 2023 as New Annual Meeting Date – TUCSON, AZ – JANUARY 18, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions today issued the following u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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) January 10, 2023 COMSOVEREIGN HOLD

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) January 10, 2023 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

COMSovereign Issues New Year CEO Update Letter

Exhibit 99.1 COMSovereign Issues New Year CEO Update Letter DALLAS, TX – JANUARY 10, 2023 – COMSovereign Holding Corp. (NASDAQ: COMS) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions today issued the following CEO Update Letter: To Our COMSovereign Stakeholders: As we enter the New Year, I wanted to write to you regarding the p

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) December 29, 2022 COMSOVEREIGN HOL

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) December 29, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizati

COMSovereign Announces Disposition of RVision Inc. Transaction Continues Business Transition, Reduces Operating Expenses

Exhibit 99.1 COMSovereign Announces Disposition of RVision Inc. Transaction Continues Business Transition, Reduces Operating Expenses DALLAS, TX ? JANUARY 5, 2023 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or the ?Company?), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions today announced that it has entered into a settlement agreement and sale

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) December 21, 2022 COMSOVEREIGN HOL

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) December 21, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizati

Share Purchase Agreement dated December 18, 2022 among COMSovereign Holding Corp., Sky Sovereign, Inc., Sky Sapience Ltd., and Titan Innovations Ltd.

Exhibit 10.1 Share PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is entered into as of December 18, 2022, by and among: (i) Titan Innovations Ltd., an Israeli corporation, having its registered office at 26 Maskit St., Herzliya, Israel (“Purchaser”); (ii) Sky Sovereign Inc, a US company registered under the laws of Nevada and a wholly owned subsidiary of the Parent (as define

COMSovereign Announces the Sale of its Sky Sapience Drone Subsidiary Transaction Advances the Company’s Refocusing Efforts on its 4G LTE and 5G Wireless Connectivity Solutions

Exhibit 99.1 COMSovereign Announces the Sale of its Sky Sapience Drone Subsidiary Transaction Advances the Company’s Refocusing Efforts on its 4G LTE and 5G Wireless Connectivity Solutions DALLAS, TEXAS – December 22, 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, to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-150332 COMSOVEREIGN HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea169760-defa14acomsover.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

COMSovereign Receives Approval for Continued Nasdaq Listing

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 list

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 29, 2022 COMSOVEREIGN HOL

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 29, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizati

Employment Memo dated November 23, 2022 between the COMS and David Knight.

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 Princi

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 HOL

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 Organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

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 -

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 pre14a1122comsovereign.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

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 9, 2022 COMSOVEREIGN HOLD

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 9, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

COMSovereign Issues CEO Update Letter

Exhibit 99.1 COMSovereign Issues CEO Update Letter DALLAS, TX – November 9, 2022 – COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions today issued the following CEO Update Letter: To Our Fellow COMSovereign Stakeholders: Having served as COMSovereign’s Interim CEO for just over 8 weeks, I

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) October 17, 2022 COMSOVEREIGN HOLD

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) October 17, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) October 10, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

COMSovereign Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing and Further Stay

Exhibit 99.1 COMSovereign Announces Receipt of Nasdaq Listing Determination; Company to Request Hearing and Further Stay DALLAS, TEXAS – October 12, 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 October 5, 2022, the Company received notice fr

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) October 5, 2022 COMSOVEREIGN HOLDI

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) October 5, 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

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) August 31, 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

Employment Memo dated September 1, 2022 between the COMS and David Knight.

Exhibit 10.1 COMSovereign Holding Corp. 6890 E Sunrise Dr., #120-506 Tucson, AZ 85750 Employment Memo Date: September 1, 2022 Subject: Employment as Interim Chief Executive Officer From: Board of Directors To: David Knight CC: Kevin M. Sherlock, General Counsel David Knight: We are pleased to offer you the position of Interim Chief Executive Officer (?I-CEO?) of COMSovereign Holding Corp. (the Com

COMSovereign Announces Departures of Dan Hodges, Chairman and CEO and John Howell, Director and President as Part of its Ongoing Corporate Transition - David Knight, a Successful Technology and Operations Executive Appointed as Interim CEO to Lead th

Exhibit 99.1 COMSovereign Announces Departures of Dan Hodges, Chairman and CEO and John Howell, Director and President as Part of its Ongoing Corporate Transition - David Knight, a Successful Technology and Operations Executive Appointed as Interim CEO to Lead the Corporate Transition - DALLAS, TX ? September 7, 2022 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or the ?Company?), a

COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report DALLAS, TEXAS ? August 25, 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 August 17, 2022, it received a letter from the Listing Qualifications Department

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) August 17, 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

COMSovereign Holding Corp. 2020 Long-Term Incentive Plan, as amended

Exhibit 10.1 COMSOVEREIGN HOLDING CORP. 2020 LONG-TERM INCENTIVE PLAN * * * * * 1. Purpose. The purpose of the COMSovereign Holding Corp. 2020 Long-Term Incentive Plan (the ?Plan?) is to further and promote the interests of COMSovereign Holding Corp. (the ?Company?), its Subsidiaries and its stockholders by enabling the Company and its Subsidiaries to attract, retain and motivate employees, direct

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE COMPANY?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 COMSovereign Holding Corp. (the ?Company?) has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) our common stock and (ii) our 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-150332 COMSOVEREIGN HOLDING CORP. (

List of Subsidiaries

EX-21 4 f10k2021ex21comsover.htm LIST OF SUBSIDIARIES Exhibit 21 Direct or indirect subsidiaries of COMSovereign Holding Corp. a Nevada corporation, as of June 30, 2022, with jurisdiction of incorporation or formation: ● AZCOMS, LLC, an Arizona limited liability company. ● COMS Global Telecommunications, LLC, a Texas limited liability company. ● COMS Government Systems, LLC, a Texas limited liabil

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) May 18, 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) (

COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 COMSovereign Receives Notice from Nasdaq Regarding Delayed Quarterly Report DALLAS, TEXAS ? May 24, 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 it has received a letter from the Listing Qualifications Department of the Nasdaq Stoc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 27, 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

COMSovereign’s Chief Financial Officer Departs for Personal Family Commitments Company Currently Recruiting for New Chief Financial Officer

Exhibit 99.1 COMSovereign?s Chief Financial Officer Departs for Personal Family Commitments Company Currently Recruiting for New Chief Financial Officer DALLAS, TEXAS ? April 21, 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 the departure of its Chie

COMSovereign Receives Notice from Nasdaq Regarding Delayed Annual Report

Exhibit 99.2 COMSovereign Receives Notice from Nasdaq Regarding Delayed Annual Report DALLAS, TEXAS ? April 21, 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 it has received a letter from the Listing Qualifications Department of the Nasdaq Stock

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) April 15, 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Expires: March 31, 2022 Estimated average burden Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) January 18, 2022 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

COMSOVEREIGN HOLDING CORP. RECEIVES NASDAQ NOTIFICATION REGARDING MINIMUM BID REQUIREMENTS

Exhibit 99.1 COMSOVEREIGN HOLDING CORP. RECEIVES NASDAQ NOTIFICATION REGARDING MINIMUM BID REQUIREMENTS DALLAS, TX ? January 20, 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 announced that on January 18, 2022, the Company received a written notice (the ?Notice?) from the Nasdaq S

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 15, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizati

C O R P O R A T E P A R T I C I P A N T S

Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Steve Gersten, Director-Investor Relations Daniel Hodges, Chairman and Chief Executive Officer Fran Jandjel, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Theodore O?Neill, Litchfield Hills Research Jeff Rubin, JCR Trading Corporation David Lavigne, Trickle Research Larry Holub, Holub Family Offices P R E S E N T

COMSovereign Reports Third Quarter 2021 Financial Results Company Utilizes Internal Engineering and Expands Component Sourcing to Address Ongoing Supply Chain Disruptions

Exhibit 99.1 COMSovereign Reports Third Quarter 2021 Financial Results Company Utilizes Internal Engineering and Expands Component Sourcing to Address Ongoing Supply Chain Disruptions DALLAS, TX ? November 15, 2021 ? 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 repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-150332 COMSOVEREIGN HOLDIN

Underwriting Agreement, dated as of October 26, 2021, between the Company and The Benchmark Company, LLC, as representative of the underwriters named in Schedule A thereto.

EX-1.1 2 ea149010ex1-1comsovereign.htm UNDERWRITING AGREEMENT, DATED AS OF OCTOBER 26, 2021, BETWEEN THE COMPANY AND BENCHMARK CAPITAL, LLC, AS REPRESENTATIVE OF THE UNDERWRITERS NAMED IN SCHEDULE A THERETO Exhibit 1.1 UNDERWRITING AGREEMENT The Benchmark Company, LLC As Representative of the Underwriters named on Schedule A hereto The Benchmark Company, LLC 150 East 58th Street, 17th Floor New Yo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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) October 26, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

320,000 Shares COMSovereign Holding Corp. 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $25.00 per share)

424B5 1 f424b51021comsovereign.htm PROSPECTUS Filed Pursuant to Rule 424(b)(5) Registration No. 333-259307 PROSPECTUS SUPPLEMENT (To Prospectus dated September 14, 2021) 320,000 Shares COMSovereign Holding Corp. 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $25.00 per share) We are offering 320,000 shares of our 9.25% Series A Cumulative Redeemable Perpetua

Certificate of Designations of Series A Cumulative Redeemable Perpetual Preferred Stock

Exhibit 3.2 certificate of DESIGNATIONS OF 9.25% SERIES A CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK OF COMSOVEREIGN HOLDING CORP. Pursuant to the provisions of Section 78.1955 of the Nevada Revised Statutes of the State of Nevada: COMSovereign Holding Corp. (the ?Corporation?), a corporation organized and validly existing under the Nevada Revised Statutes of the State of Nevada, hereby certi

Form 8-A

8-A12B 1 ea148905-8a12bcomsovhold.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 COMSOVEREIGN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada (State of incorpor

SUBJECT TO COMPLETION, DATED OCTOBER 12, 2021

Filed Pursuant to Rule 424(b)(5) Registration No. 333-259307 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securitie

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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) October 4, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization

COMSovereign Promotes Fran Jandjel, CPA, MBA, CGMA, ACMA to Chief Financial Officer - Jandjel Brings Over 25 Years of Expertise in Strategic Accounting and Financial Leadership in Global Public and Private Financial Management -

Exhibit 99.1 COMSovereign Promotes Fran Jandjel, CPA, MBA, CGMA, ACMA to Chief Financial Officer - Jandjel Brings Over 25 Years of Expertise in Strategic Accounting and Financial Leadership in Global Public and Private Financial Management - DALLAS, TX ? October 4, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or the ?Company?), a U.S.-based developer of 4G LTE Advanced and 5G C

8,735,790 Shares COMSovereign Holding Corp.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-259819 8,735,790 Shares COMSovereign Holding Corp. This prospectus relates to the resale, from time to time, by the selling stockholders named herein (the ?Selling Stockholders?) of (i) an aggregate of 5,600,001 shares of our common stock, par value $0.0001 per share, issuable upon the conversion of certain outstanding convertible promissory no

Employment Agreement dated as of October 1, 2021 between COMSovereign Holding Corp. and Fran Jandjel.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of the 1st day of October, 2021, is by and between COMSovereign Holding Corp., a Nevada corporation (the ?Company?), and Frances M. Jandjel (the ?Executive?), the Company and the Executive are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? WITNESSETH WHEREAS, the Comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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) October 1, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization

COMSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254

CORRESP 1 filename1.htm COMSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 October 1, 2021 VIA EDGAR Mr. Gregory Herbers Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: COMSovereign Holding Corp Registration Statement on Form S-3 Filed September 27, 2021 File No. 333-259819 Ladies and Gentlem

COMS OVEREIGN H OLDING C ORP . Free Writing Prospectus This free writing prospectus relates to the proposed public offering of 9.25% Series A Cumulative Redeemable Perpetual Prefer red Stock of COMSovereign Holding Corp. (the “Company”) that has been

COMS OVEREIGN H OLDING C ORP . Free Writing Prospectus This free writing prospectus relates to the proposed public offering of 9.25% Series A Cumulative Redeemable Perpetual Prefer red Stock of COMSovereign Holding Corp. (the ?Company?) that has been registered on a Registration Statement on Form S - 3 (No. 333 - 259307) (the ?Registration Statement?) and should be read together with the prelimina

SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2021

Filed Pursuant to Rule 424(b)(5) Registration No. 333-259307 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securitie

As filed with the Securities and Exchange Commission on September 27, 2021

S-3 1 ea147604-s3comsovereign.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 27, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMSOVEREIGN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-5538504 (State or

COMSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 September 10, 2021

COMSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 September 10, 2021 VIA EDGAR Mr. Gregory Herbers Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: COMSovereign Holding Corp. Registration Statement on Form S-3 Filed September 3, 2021 File No. 333-259307 Ladies and Gentlemen: Pursuant to Rules

Form of Indenture

Exhibit 4.1 INDENTURE Dated as of , 20 Between COMSovereign Holding Corp. as Issuer And [], as Trustee Debt Securities TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 4 SECTION 2.0

As filed with the Securities and Exchange Commission on September 3, 2021

S-3 1 ea146775-s3comsovereignhold.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 3, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMSOVEREIGN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-5538504 (State

Securities Purchase Agreement, dated August 25, 2021 between COMSovereign Holding Corp. and Lind Global Fund II LP.

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this ?Agreement?) is entered into as of August 25, 2021, by and between COMSovereign Holding Corp., a Nevada corporation (the ?Company?), and Lind Global Fund II LP, a Delaware limited partnership (the ?Investor?). BACKGROUND A. The

Form of Amended and Restated Patent Security Agreement dated as of August 25, 2021 between certain Subsidiaries of COMSovereign Holding Corp, and Lind Global Asset Management IV, LLC.

Exhibit 10.7 AMENDED AND RESTATED PATENT SECURITY AGREEMENT This AMENDED AND RESTATED PATENT SECURITY AGREEMENT (this ?Patent Security Agreement?) is entered into as of August 25, 2021 by and between [Subsidiary] (the ?Grantor?) and LIND GLOBAL ASSET MANAGEMENT IV, LLC (the ?Secured Party?). WHEREAS, the Grantor has issued to the Secured Party that certain Guaranty dated as of the date hereof (as

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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) August 25, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 001-39379 46-5538504 (State or other Jurisdiction of Incorporation or Organization)

Senior Secured Convertible Promissory Note dated August 25, 2021 of COMSovereign Holding Corp. issued to Lind Global Fund II LP.

Exhibit 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Amended and Restated Security Agreement dated as of August 25, 2021 among the Subsidiaries of COMSovereign Holding Corp. and Lind Global Asset Management IV, LLC and Lind Global Fund II LP.

EXHIBIT 10.6 AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT (this ?Agreement?), dated as of August 25, 2021, by and among (a) AZCOMS, LLC, a Arizona limited liability company (?Azcoms?), DRONE AFS CORP., a Nevada corporation (?Drone?), LEXTRUM, INC., a California corporation (?Lextrum?), DRAGONWAVE-X, LLC, an Arizona limited liability company (?Dragonwave-X?), DRAG

COMSovereign Executes on Additional $5 Million Investment from The Lind Partners - Proceeds to Support Further Production Acceleration -

Exhibit 99.1 COMSovereign Executes on Additional $5 Million Investment from The Lind Partners - Proceeds to Support Further Production Acceleration - DALLAS, TX ? August 26, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today announced it has signed an additional funding agre

Amended and Restated Security Agreement dated August 25, 2021 between COMSovereign Holding Corp. and Lind Global Asset Management IV, LLC and Lind Global Fund II LP.

Exhibit 10.4 AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT (this ?Agreement?), dated as of August 25, 2021, by and among (a) COMSovereign holding corp., a Nevada corporation (the ?Company?); (b) with respect to Section 24 hereof, LIND GLOBAL ASSET MANAGEMENT IV, LLC, in its capacity as an ?Investor? (as such term is defined in the Initial SPA referred to below) (i

Amended and Restated Senior Secured Convertible Promissory Note dated May 27, 2021 of COMSovereign Holding Corp. issued to Lind Global Asset Management IV, LLC.

EX-10.10 11 ea146616ex10-10comsove.htm AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DATED MAY 27, 2021 OF COMSOVEREIGN HOLDING CORP. ISSUED TO LIND GLOBAL ASSET MANAGEMENT IV, LLC. Exhibit 10.10 Execution Version THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION

Amended and Restated Guaranty dated as of August 25, 2021 of the Subsidiaries of COMSovereign Holding Corp. in favor of Lind Global Asset Management IV, LLC and Lind Global Fund II LP.

Exhibit 10.5 AMENDED AND RESTATED GUARANTY AMENDED AND RESTATED GUARANTY (this ?Guaranty?), dated as of August 25, 2021, by (a) AZCOMS, LLC, a Arizona limited liability company (?Azcoms?), DRONE AFS CORP., a Nevada corporation (?Drone?), LEXTRUM, INC., a California corporation (?Lextrum?), DRAGONWAVE-X, LLC, an Arizona limited liability company (?Dragonwave-X?), DRAGONWAVE CORP., a Delaware corpor

Form of Amended and Restated Trademark Security Agreement dated as of August 25, 2021 between certain Subsidiaries of COMSovereign Holding Corp. and Lind Global Asset Management IV, LLC.

Exhibit 10.8 AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT This AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT (this ?Trademark Security Agreement?) is entered into as of August 25, 2021 by and between [Subsidiary] (the ?Grantor?) and LIND GLOBAL ASSET MANAGEMENT IV, LLC (the ?Secured Party?). WHEREAS, (a) the Grantor and the Secured Party have entered into that certain Securities Purchase

Warrant dated August 25, 2021 of COMSovereign Holding Corp. issued to Lind Global Fund II LP

Exhibit 10.3 Execution Version THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P

First Amendment and Limited Waiver dated as of May 25, 2021 to the Securities Purchase Agreement dated as of May 27, 2021 between COMSovereign Holding Corp. and Lind Global Asset Management IV, LLC.

Exhibit 10.9 Execution Version FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND LIMITED WAIVER This First Amendment and Limited Waiver (this ?Amendment?) to that certain Securities Purchase Agreement, dated as of May 27, 2021 (as amended and in effect from time to time, including by this Amendment, the ?Purchase Agreement?), by and among COMSovereign Holding Corp., a Nevada corporation (the ?C

Share Purchase Agreement, dated as of August 17, 2021, among COMSovereign Holding Corp., Saguna Networks Ltd., the shareholders of Saguna Networks Ltd. party thereto and Ben Weiss, as Shareholders’ Representative.

Exhibit 10.1 SHARE PURCHASE AGREEMENT by and among COMSOVEREIGN HOLDING CORP., SAGUNA NETWORKS LTD., THE SHAREHOLDERS OF SAGUNA NETWORKS LTD. and THE SHAREHOLDERS? REPRESENTATIVE NAMED HEREIN Dated as of August 17, 2021 TABLE OF CONTENTS RECITALS 1 ARTICLE I - AGREEMENT TO SELL AND PURCHASE SHARES 2 ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SNL 8 ARTICLE III - REPRESENTATIONS AND WARRANTIES O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 ea146159-8kcomsovereign.htm CURRENT REPORT 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) August 17, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or ot

COMSovereign Reports Second Quarter 2021 Financial Results Sequential Quarterly Revenue Growth Reflects Early Production Capacity Increases and Initial Contributions from Sky Sapience

Exhibit 99.1 COMSovereign Reports Second Quarter 2021 Financial Results Sequential Quarterly Revenue Growth Reflects Early Production Capacity Increases and Initial Contributions from Sky Sapience DALLAS, TX ? August 16, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or the ?Company?), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today rep

C O R P O R A T E P A R T I C I P A N T S

EX-99.2 3 ea146045ex99-2comsovereign.htm EARNINGS CALL TRANSCRIPT DATED AUGUST 16, 2021 Exhibit 99.2 C O R P O R A T E P A R T I C I P A N T S Steve Gersten, Director, IR Daniel Hodges, Chairman & CEO C O N F E R E N C E C A L P A R T I C I P A N T S Jamie Halegoua, Delaware Street Capital Theodore O’Neill, Litchfield Hills Research Lee Harper, Hemmick David Lavigne Trickle Research Larry Holub, H

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) August 16, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-150332 COMSOVEREIGN HOLDING COR

As filed with the Securities and Exchange Commission on July 22, 2021

As filed with the Securities and Exchange Commission on July 22, 2021 Registration No.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 ea143430-8kcomsovereign.htm CURRENT REPORT 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) June 24, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or othe

Letter from Haskell & White LLP dated June 28, 2021.

Exhibit 16.1 June 28, 2021 Office of the Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements under Item 4.01 of the Current Report on Form 8-K of COMSovereign Holding Corp. to be filed with the Securities and Exchange Commission on or about June 30, 2021. We agree with all statements pertaining to us. We

6,808,034 Shares COMSovereign Holding Corp.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-257073 6,808,034 Shares COMSovereign Holding Corp. This prospectus relates to the resale, from time to time, by the selling stockholders named herein (the ?Selling Stockholders?) of (i) an aggregate of 4,165,322 outstanding shares of our common stock, par value $0.0001 per share, and (ii) and aggregate of 2,642,712 shares of common stock issuab

Submission of Matters to a Vote of Security Holders

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) June 25, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization)

ComSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 June 22, 2021

CORRESP 1 filename1.htm ComSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 June 22, 2021 VIA EDGAR Mr. Charles Eastman Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: COMSovereign Holding Corp. Registration Statement on Form S-1 File No. 333-257073 Ladies and Gentlemen: Pursuant to Rule 461 o

List of Subsidiaries.

EX-21 3 ea142439ex21comsovereign.htm LIST OF SUBSIDIARIES Exhibit 21 COMSovereign Holding Corp. Direct or Indirect Subsidiaries Name Jurisdiction of Incorporation or Organization Percentage Ownership AZCOMS, LLC Arizona 100 % Dragonwave Corp. Delaware 100 % Dragonwave-X Canada, Inc. British Columbia, Canada 95 % Dragonwave-X, LLC Arizona 100 % Drone AFS Corp. Nevada 100 % ComSovereign Corp. Delawa

As filed with the Securities and Exchange Commission on June 14, 2021

S-1 1 ea142439-s1comsovereignhold.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 COMSovereign Holding Corp. (Exact name of Registrant as specified in its charter) Nevada 3663 46-5538504 (Stat

Agreement and Plan of Merger and Reorganization, dated as of June 3, 2021, among the COMSovereign Holding Corp., CHC Merger Sub V, LLC, Innovation Digital, LLC and Scott R. Velazquez.

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among COMSovereign Holding Corp., CHC Merger Sub V, LLC, Innovation Digital, LLC and Scott R. Velazquez Dated as of June 3, 2021 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this ?Agreement?) is made and entered into as of June 3, 2021 (the ?Agreement Date?), by and among: C

Employment Agreement dated as of June 3, 2021 between Scott R. Velazquez and COMSovereign Holding Corp.

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), entered into as June 3, 2021, and is by and between COMSovereign Holding Corp., a Nevada corporation (the ?Company?), and Dr. Scott R. Velazquez (the ?Executive?). The Company and the Executive are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? WITNESSETH WHEREAS, the Company

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 ea142258-8kcomsovereignhold.htm CURRENT REPORT 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) June 3, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or o

Convertible Promissory Note dated June 3, 2021 of COMSoverign Holding Corp. to Scott R Velazquez.

EX-10.2 3 ea142258ex10-2comsovereign.htm CONVERTIBLE PROMISSORY NOTE DATED JUNE 3, 2021 OF COMSOVERIGN HOLDING CORP. TO SCOTT R VELAZQUEZ Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WI

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

8-K 1 ea142097-8kcomsovereign.htm CURRENT REPORT 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) May 28, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other

Form of Patent Security Agreement dated as of May 27, 2021 between certain Subsidiaries of ComSovereign Holding Corp, and Lind Global Asset Management IV, LLC.

EX-10.7 8 ea142097ex10-7comsovereign.htm FORM OF PATENT SECURITY AGREEMENT DATED AS OF MAY 27, 2021 BETWEEN CERTAIN SUBSIDIARIES OF COMSOVEREIGN HOLDING CORP, AND LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.7 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is entered into as of May 27, 2021 by and between [NAME OF SUBSIDIARY] (the “Grantor”) and LIND

Security Agreement dated May 27, 2021 between COMSovereign Holding Corp. and Lind Global Macro Fund.

EX-10.4 5 ea142097ex10-4comsovereign.htm SECURITY AGREEMENT DATED MAY 27, 2021 BETWEEN COMSOVEREIGN HOLDING CORP. AND LIND GLOBAL MACRO FUND Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of May 27, 2021, by and between COMSovereign holding corp., a Nevada corporation (the “Company”) and LIND GLOBAL ASSET MANAGEMENT IV, LLC (the “Secured Party”). WHEREAS, the Compa

Securities Purchase Agreement, dated May 27, 2021 between COMSovereign Holding Corp. and Lind Global Asset Management IV, LLC.

EX-10.1 2 ea142097ex10-1comsovereign.htm SECURITIES PURCHASE AGREEMENT, DATED MAY 27, 2021 BETWEEN COMSOVEREIGN HOLDING CORP. AND LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 27, 2021, by and between COMSovereign Ho

COMSovereign Executes on $10 Million Investment from The Lind Partners - Investment Proceeds will Provide Working Capital for Continued Growth -

EX-99.1 10 ea142097ex99-1comsovereign.htm PRESS RELEASE DATED MAY 28, 2021 Exhibit 99.1 COMSovereign Executes on $10 Million Investment from The Lind Partners - Investment Proceeds will Provide Working Capital for Continued Growth - DALLAS, TX – May 28, 2021 – COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication

Senior Secured Convertible Promissory Note dated May 27, 2021 of COMSovereign Holding Corp. issued to Lind Global Asset Management IV, LLC.

EX-10.2 3 ea142097ex10-2comsovereign.htm FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DATED MAY 27, 2021 OF COMSOVEREIGN HOLDING CORP. TO LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS A

Security Agreement dated as of May 27, 2021 among the Subsidiaries of ComSovereign Holding Corp. and Lind Global Asset Management IV, LLC.

EX-10.6 7 ea142097ex10-6comsovereign.htm SECURITY AGREEMENT DATED AS OF MAY 27, 2021 AMONG THE SUBSIDIARIES OF COMSOVEREIGN HOLDING CORP. AND LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.6 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of May 27, 2021, by and among AZCOMS, LLC, a Arizona limited liability company (“Azcoms”), DRONE AFS CORP., a Nevada corporation (“Drone”), L

Guaranty dated as of May 27, 2021 of the Subsidiaries of ComSovereign Holding Corp. in favor of Lind Global Asset Management IV, LLC.

EX-10.5 6 ea142097ex10-5comsovereign.htm GUARANTY DATED AS OF MAY 27, 2021 OF THE SUBSIDIARIES OF COMSOVEREIGN HOLDING CORP. IN FAVOR OF LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.5 GUARANTY GUARANTY (this "Guaranty"), dated as of May 27, 2021, by AZCOMS, LLC, a Arizona limited liability company ("Azcoms"), DRONE AFS CORP., a Nevada corporation ("Drone"), LEXTRUM, INC., a California corporati

Form of Trademark Security Agreement dated as of May 27, 2021 between certain Subsidiaries of ComSovereign Holding Corp. and Lind Global Asset Management IV, LLC.

EX-10.8 9 ea142097ex10-8comsovereign.htm FORM OF TRADEMARK SECURITY AGREEMENT DATED AS OF MAY 27, 2021 BETWEEN CERTAIN SUBSIDIARIES OF COMSOVEREIGN HOLDING CORP. AND LIND GLOBAL ASSET MANAGEMENT IV, LLC Exhibit 10.8 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of May 27, 2021 by and between [NAME OF GRANTOR] (the “Grantor”)

Warrant dated May 28, 2021 of COMSovereign Holding Corp. issued to Lind Global Asset Management IV, LLC.

EX-10.3 4 ea142097ex10-3comsovereign.htm FORM OF WARRANTED DATED MAY 28, 2021 TO PURCHASE COMMON STOCK Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

COMSovereign Reports First Quarter 2021 Financial Results $39 Million in New Growth Capital Secured in First Quarter Reinforces Capital Structure and Positions Company to Ramp Production Capacity in Second Quarter of 2021

Exhibit 99.1 COMSovereign Reports First Quarter 2021 Financial Results $39 Million in New Growth Capital Secured in First Quarter Reinforces Capital Structure and Positions Company to Ramp Production Capacity in Second Quarter of 2021 DALLAS, TX ? May 17, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communicati

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) May 17, 2021 COMSOVEREIGN HOLDING

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) May 17, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-150332 COMSOVEREIGN HOLDING CO

Schedule 14A

DEF 14A 1 def14a0421comsovereign.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use o

COMSovereign Issues CEO Business Update

Exhibit 99.1 COMSovereign Issues CEO Business Update DALLAS, TX – April 22, 2021 – COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today issued the following business update from Dan Hodges, Chairman and CEO: To Our Fellow COMSovereign Stakeholders: Over the last several months many notab

Financial Statements and Exhibits, Other Events

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) April 22, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization)

Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 ea139082-8kcomsovereign.htm CURRENT REPORT 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) April 1, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or othe

Employment Agreement dated April 1, 2021 between the Company and Brian M. Kelly#

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), entered into as April 1, 2021, and is by and between COMSovereign Holding Corp., a Nevada corporation (the ?Company?), and Brian M. Kelly (the ?Executive?). The Company and the Executive are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? WITNESSETH WHEREAS, the Company has ent

Share Exchange Agreement dated as of March 26, 2021 among COMSovereign Holding Corp., RVision, Inc., Industrial Security Alliance Partners, Inc. and Halls of Valhalla, LLC

Exhibit 10.50 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (?Agreement?), dated as of March 26, 2021 is by and among COMSovereign Holding Corp., a Nevada corporation (the ?Purchaser?), RVision, Inc., a Nevada corporation (the ?Company?), and each of Industrial Security Alliance Partners, Inc., a Nevada corporation and Halls of Valhalla, LLC, a Nevada limited liability company, individual

Annual Report - ANNUAL REPORT

10-K 1 f10k2020comsovereign.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

List of Subsidiaries

EX-21 4 f10k2020ex21comsovereign.htm LIST OF SUBSIDIARIES Exhibit 21 Direct or indirect subsidiaries of COMSovereign Holding Corp., with jurisdiction of incorporation or formation: ● AZCOMS, LLC, an Arizona limited liability company. ● Dragonwave Corp., a Delaware corporation. ● Dragonwave-X Canada, Inc., a British Columbia Canada corporation ● Dragonwave-X, LLC, an Arizona limited liability compa

Restated Articles of Incorporation

Exhibit 3.1 Business Number E0206102014-0 Filing Number 20211177160 Filed On 01/20/2021 15:51:54 PM CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COMSOVEREIGN HOLDING CORP. a Nevada Corporation January 20, 2021 Pursuant to the provisions of the Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of COMSovereign Holding Corp (previously Drone Aviation Holding Corp.

Financial Statements and Exhibits, Regulation FD Disclosure

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) March 25, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organization)

CONNECTING TOMORROW THE AMERICAN 5G STORY NASDAQ: COMS 3.24.21 FORWARD LOOKING STATEMENT Certain of the information contained in this presentation may contain “forward - looking information” . Forward - looking information and statements may include,

Exhibit 99.1 CONNECTING TOMORROW THE AMERICAN 5G STORY NASDAQ: COMS 3.24.21 FORWARD LOOKING STATEMENT Certain of the information contained in this presentation may contain “forward - looking information” . Forward - looking information and statements may include, among others, statements regarding the future plans, costs, objectives or performance of the Company, or the assumptions underlying any

Lock-up Agreement dated January 21, 2021 between the Issuer and Daniel L. Hodges.

EX-1 2 ea137073ex99-1comsovereign.htm LOCK-UP AGREEMENT 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 “Representativ

Joint Filing Agreement, dated March 5, 2021.

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.

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

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

Lock-up Agreement dated January 21, 2021 between the Issuer and John E. Howell.

Exhibit I Lock-Up Agreement January 21, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc.

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

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) John E. Howell President COMSovereign Holding Corp. 5000 Quorum Drive, Suite 400 Dallas, TX 75254 (469) 930-2661 with a cop

Joint Filing Agreement, dated March 4, 2021.

EX-99.2 3 ea137006ex99-2comsov.htm JOINT FILING AGREEMENT, DATED MARCH 4, 2021 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 ComSovereig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 ComSovereign Holding Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 205650203 (CUSIP Number) January 21, 2021 (Date of Eve

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.

Share Purchase Agreement dated as of February 25, 2021 among COMSovereign Holding Corp., Sky Sapience Ltd., the shareholders of Sky Sapience Ltd. party thereto, and Neuberger, Quinn, Gielen, Rubin & Gibber P.A., solely in its capacity as the Shareholders’ Representative.

EX-10.1 2 ea136683ex10-1comsovereign.htm SHARE PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2021 Exhibit 10.1 EXECUTION COPY SHARE PURCHASE AGREEMENT by and among COMSovereign Holding Corp., Sky Sapience Ltd. The Shareholders of Sky Sapience Ltd. and Neuberger, Quinn, Gielen, Rubin & Gibber P.A. as the Shareholders’ Representative Dated as of February 25, 2021 TABLE OF CONTENTS ARTICLE I AGREEMENT

COMSovereign Acquires Sky Sapience, Expanding Tethered Drone Product Portfolio for Commercial Communications, Defense and National Security Markets - Sky Sapience’s HoverMast Tethered Aerial Platforms Currently Fielded for Border Security and ISR in

Exhibit 99.1 COMSovereign Acquires Sky Sapience, Expanding Tethered Drone Product Portfolio for Commercial Communications, Defense and National Security Markets - Sky Sapience’s HoverMast Tethered Aerial Platforms Currently Fielded for Border Security and ISR in Israel and Other International Markets – DALLAS, TX – March 1, 2021 – COMSovereign Holding Corp. (NASDAQ: COMS) (“COMSovereign” or “Compa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea136683-8kcomsovereign.htm CURRENT REPORT 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) February 25, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or

COMSovereign Holding Corp. Appoints Martin R. Wade III as Chief Financial Officer and Executive Vice President 40-Year Management, Operations, Finance and Banking Veteran to Lead Finance and Accounting Team

Exhibit 99.1 COMSovereign Holding Corp. Appoints Martin R. Wade III as Chief Financial Officer and Executive Vice President 40-Year Management, Operations, Finance and Banking Veteran to Lead Finance and Accounting Team DALLAS, TX ? February 23, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or ?Company?), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and

Employment Agreement dated as of February 19, 2021 between COMSovereign Holding Corp. and Martin R. Wade III.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of the 19th day of February, 2021, is by and between COMSovereign Holding Corp., a Nevada corporation (the ?Company?), and Martin R. Wade, III (the ?Executive?). the Company and the Executive are sometimes referred to herein individually as a ?Party? and collectively as the ?Parties.? WITNESSETH WHEREAS, the C

Severance Agreement and General Release dated as of February 19, 2021 between COMSovereign Holding Corp. and Brian T. Mihelich.

Exhibit 10.2 SEVERANCE AGREEMENT AND GENERAL RELEASE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (the ?Agreement?) dated as of the 19th day of February, 2021, is made between COMSovereign Holding Corp., a Nevada corporation, (the ?Company?) and Brian T. Mihelich (the ?Employee?). WHEREAS, the Employee is currently employed by the Company pursuant to that certain Employment Agreement between Emplo

Financial Statements and Exhibits, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 ea136121-8kcomsovereign.htm CURRENT REPORT 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) February 19, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or

Underwriting Agreement, dated February 10, 2021 by and between COMSovereign Holding Corp. and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters named therein.

Exhibit 1.1 UNDERWRITING AGREEMENT between COMSOVEREIGN HOLDING CORP. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters COMSOVEREIGN HOLDING CORP. UNDERWRITING AGREEMENT New York, New York February 10, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the several Underwriters named on Sch

COMSovereign Holding Corp. Announces Closing of $27.6 Million Underwritten Offering of Common Stock Including Full Exercise of the Underwriter’s Over-Allotment Option

Exhibit 99.2 COMSovereign Holding Corp. Announces Closing of $27.6 Million Underwritten Offering of Common Stock Including Full Exercise of the Underwriter?s Over-Allotment Option DALLAS, TX ? February 12, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) today announced the closing of an underwritten public offering of 6,494,117 shares of common stock (the ?Shares?) at a public offering price of $

Representative’s Warrant dated February 12, 2021 issued to Kingswood Capital Markets, division of Benchmark Investments, Inc. (Unregistered)

Exhibit 4.2 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES A

COMSovereign Holding Corp. Announces Pricing of $24.0 Million Public Offering

Exhibit 99.1 COMSovereign Holding Corp. Announces Pricing of $24.0 Million Public Offering DALLAS, TX ? February 10, 2021 ? COMSovereign Holding Corp. (NASDAQ: COMS) (?COMSovereign? or ?Company?), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today announced the pricing of an underwritten public offering of 5,647,059 shares of common stock at a public offeri

Representative’s Warrant dated February 12, 2021 issued to Kingswood Capital Markets, division of Benchmark Investments, Inc. (Registered)

EX-4.1 3 ea135536ex4-1comsovereign.htm REPRESENTATIVE'S WARRANT DATED FEBRUARY 12, 2021 ISSUED TO KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. (REGISTERED) Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) February 10, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizati

5,647,059 Shares

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252780 Registration No. 333-252974 5,647,059 Shares ComSovereign Holding Corp. We are offering 5,647,059 shares of our common stock, $0.0001 par value, in a firm commitment underwritten offering at an assumed public offering price of $4.25 per share. Our common stock is currently quoted on the Nasdaq Capital Market under the symbol ?

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February 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tom Jones Re: ComSovereign Holding Corp. Registration Statement on Form S-1 Filed February 5, 2021 File No. 333-252780 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Kingswood Capita

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ComSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 February 10, 2021 VIA EDGAR Mr. Tom Jones Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1 File No. 333-252780 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Re

- REGISTRATION STATEMENT

S-1MEF 1 ea135193-s1mefcomsovereign.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 10, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ComSovereign Holding Corp. (Exact name of registrant as specified in its charter) Nevada 3663 46-5538504

- AMENDMENT NO. 1 TO FORM S-1

S-1/A 1 ea135010-s1a1comsovereign.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on February 9, 2021 Registration No. 333-252780 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 ComSovereign Holding Corp. (Exact name of Registrant as specified in its char

Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between COMSOVEREIGN HOLDING CORP. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters COMSOVEREIGN HOLDING CORP. UNDERWRITING AGREEMENT New York, New York February [●], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the several Underwriters named on Sc

Form S-1

S-1 1 fs12021comsovereign.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 5, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 ComSovereign Holding Corp. (Exact name of Registrant as specified in its charter) Nevada 3663 46-5538504 (State or

List of Subsidiaries

Exhibit 21.1 Direct or indirect subsidiaries of COMSovereign Holding Corp., with jurisdiction of incorporation or formation: ● AZCOMS, LLC, an Arizona limited liability company. ● Dragonwave Corp., a Delaware corporation. ● Dragonwave-X Canada, Inc., a British Columbia Canada corporation ● Dragonwave-X, LLC, an Arizona limited liability company. ● Drone AFS Corp., a Nevada corporation. ● ComSovere

COMSovereign Acquires 140,000 sq. ft. Manufacturing Facility to Ramp-up U.S.-Based 5G Radio Production - Intelligent Battery & Power Supplies, Drone Products to Commence Production in Late Q1; Next Generation 4G LTE Advanced and 5G Radios Scheduled t

Exhibit 99.2 COMSovereign Acquires 140,000 sq. ft. Manufacturing Facility to Ramp-up U.S.-Based 5G Radio Production - Intelligent Battery & Power Supplies, Drone Products to Commence Production in Late Q1; Next Generation 4G LTE Advanced and 5G Radios Scheduled to Begin in Q3 - DALLAS, TX – February 2, 2021 – COMSovereign Holding Corp. (Nasdaq: COMS) (“COMSovereign” or the “Company”), a U.S.-based

Business Loan Agreement dated January 15, 2021 between AZCOMS LLC and TerraCotta Credit REIT, LLC

Exhibit 10.1 BUSINESS LOAN AGREEMENT Borrower: AZCOMS, LLC 5000 Quorum Drive Suite 400 Dallas, TX 75254 Lender: TerraCotta Credit REIT, LLC 2321 Rosecrans Avenue, Suite 3270 El Segundo, CA 90245 Principal Amount: $5,355,000.00 Loan Date: Loan Number: January 15, 2021 TCCF-200808 THIS BUSINESS LOAN AGREEMENT dated as stated above, is made and executed between Borrower and Lender on the following te

Form of Convertible Note of ComSovereign Holding Corp. dated January 29, 2021

EX-4.2 3 ea134667ex4-2comsovereign.htm FORM OF CONVERTIBLE PROMISSORY NOTE DATED JANUARY 2021 Exhibit 4.2 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE, OR DELIVERY TO THE CO

COMSovereign Acquires Fastback Networks, Adding Top-Performing “Sub-6 GHz” Backhaul for Public and Private Networks and Expanding Telecom IP Portfolio - Acquisition Brings Existing Tier One Customers Along with Patents Vital to the Development of 5G

Exhibit 99.1 COMSovereign Acquires Fastback Networks, Adding Top-Performing “Sub-6 GHz” Backhaul for Public and Private Networks and Expanding Telecom IP Portfolio - Acquisition Brings Existing Tier One Customers Along with Patents Vital to the Development of 5G Small Cells and Integrated Access and Backhaul (“IAB”) Radios - DALLAS, TX – February 1, 2021 – COMSovereign Holding Corp. (Nasdaq: COMS)

Form of Convertible Promissory Note of the company dated January 29, 2021

EX-4.3 4 ea134667ex4-3comsovereign.htm FORM OF JANUARY 2021 WARRANTS TO PURCHASE COMMON STOCK Exhibit 4.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THAT ACT. COMMON STOC

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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) January 29, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

Form of Term Note of ComSovereign Holding Corp. dated January 29, 2021

Exhibit 4.1 COMSOVEREIGN HOLDING CORP. PROMISSORY NOTE Note Number: T- $[an aggregate of 1,500,000] January 29, 2021 For value received, COMSOVEREIGN HOLDING CORP., a Nevada corporation (the “Company”), unconditionally promises to pay to [ ] or its assigns (the “Holder”) the principal sum of $[ ] with interest on the outstanding principal amount at the rate of 10% per annum (subject to adjustment

Certificate of Amendment to Articles of Incorporation of COMSovereign Holding Corp., a Nevada corporation

Exhibit 3.1 Filed in the Office of Business Number E0206102014-0 Filing Number 20211177160 Secretary of State State Of Nevada Filed On 01/20/2021 15:51:54 PM Number of Pages 6 CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF COMSOVEREIGN HOLDING CORP. a Nevada Corporation January 20, 2021 Pursuant to the provisions of the Nevada Revised Statutes 78.390 and 78.403, the undersigned o

COMSovereign Holding Corp. Announces Closing of $16 Million Public Common Stock Offering

Exhibit 99.1 COMSovereign Holding Corp. Announces Closing of $16 Million Public Common Stock Offering DALLAS, TX – January 27, 2021 – COMSovereign Holding Corp. (NASDAQ: COMS) (“COMSovereign” or “Company”), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today announced the closing of its previously announced underwritten public offering of 3,855,422 units at

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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) January 21, 2021 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in charter) Nevada 333-150332 46-5538504 (State or other Jurisdiction of Incorporation or Organizatio

Underwriting Agreement, dated January 21, 2021 by and between COMSovereign Holding Corp. and Kingswood Capital Markets, division of Benchmark Investments, Inc., as representative of the underwriters named therein

Exhibit 1.1 UNDERWRITING AGREEMENT between COMSOVEREIGN HOLDING CORP. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters COMSOVEREIGN HOLDING CORP. UNDERWRITING AGREEMENT New York, New York January 21, 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Representative of the several Underwriters named on Sche

Form of Warrant Agency Agreement dated January 26, 2021 between the Company and ClearTrust, LLC, including form of Warrant Certificate

EX-10.1 5 ea134010ex10-1comsovereign.htm WARRANT AGENCY AGREEMENT DATED AS OF JANUARY 26, 2021 BETWEEN COMSOVEREIGN HOLDING CORP. AND CLEARTRUST LLC Exhibit 10.1 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January 26, 2021 (the “Issuance Date”) between ComSovereign Holding Corp., a company incorporated under the laws of the State of Nevada (the “Company”)

Representative’s Warrant dated January 26, 2021 issued to Kingswood Capital Markets, division of Benchmark Investments, Inc.

EX-4.1 4 ea134010ex4-1comsovereign.htm REPRESENTATIVE'S WARRANT DATED JANUARY 26, 2021 ISSUED TO KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGR

3,855,422 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-248490 3,855,422 Units ComSovereign Holding Corp. We are offering 3,855,422 units, each unit consisting of one share of our common stock, $0.0001 par value, and one warrant, each warrant exercisable for one share of common stock in a firm commitment underwritten offering at a public offering price of $4.15 per unit. The warrants incl

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January 20, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Erin Purnell Re: ComSovereign Holding Corp. Registration Statement on Form S-1 Filed January 14, 2021 File No. 333-248490 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Kingswood Capi

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ComSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 January 20, 2021 VIA EDGAR Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1 File No. 333-248490 Ladies and Gentlemen: Pursuant to Rule 461 of t

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ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] January 19, 2021 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1 F

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ComSovereign Holding Corp. 5000 Quorum Drive, STE 400 Dallas, TX 75254 January 15, 2021 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1 File No. 333-248490 Lad

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January 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Beverly Singleton Re: ComSovereign Holding Corp. Registration Statement on Form S-1 Filed January 14, 2021 File No. 333-248490 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Kingswood

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ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] January 14, 2021 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Amendment No. 5 to Registration Stat

- AMENDMENT NO. 5 TO S-1

As filed with the Securities and Exchange Commission on January 14, 2021 Registration No.

- AMENDMENT NO. 4 TO FORM S-1

As filed with the Securities and Exchange Commission on January 8, 2021 Registration No.

Form 8-A/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 COMSOVEREIGN HOLDING CORP. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-5538504 (State of incorporation or organization) (I.R.S. Employer Identification No

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Pledge and Security Agreement dated as of December 8, 2020 among ComSovereign Holding Corp, as Borrower, Virtual Netcom, LLC, as Guarantor, and DWX Servicing Agent, LLC.

Exhibit 10.44 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of December 8, 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among COMSOVEREIGN HOLDING CORP., a Nevada corporation (the “Borrower”), VIRTUAL NETCOM, LLC, a Virginia limited liability company (“VNC

Secured Promissory Note dated December 8, 2020 of ComSovereign Holding Corp. in favor of DWX Servicing Agent, including the Guarantee of Virtual Netcom, LLC.

EX-10.45 8 fs12020a3ex10-45comsover.htm SECURED PROMISSORY NOTE DATED DECEMBER 8, 2020 OF COMSOVEREIGN HOLDING CORP. IN FAVOR OF DWX SERVICING AGENT, INCLUDING THE GUARANTEE OF VIRTUAL NETCOM, LLC Exhibit 10.45 COMSOVEREIGN HOLDING CORP. Non-Negotiable, Secured Promissory Note Principal Amount: US1,100,000.00 Date: December 8, 2020 FOR VALUE RECEIVED, the undersigned, COMSOVEREIGN HOLDING CORP, a

- AMENDMENT NO. 3 TO FORM S-1

As filed with the Securities and Exchange Commission on December 17, 2020 Registration No.

Underwriting Agreement

EX-1.1 2 fs12020a3ex1-1comsov.htm UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between COMSOVEREIGN HOLDING CORP. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters COMSOVEREIGN HOLDING CORP. UNDERWRITING AGREEMENT New York, New York [●], 2020 Kingswood Capital Markets, division of Benchmark Investments, Inc. as Repres

Secured Loan Agreement dated as of December 8, 2020 among ComSovereign Holding Corp, as Borrower, Virtual Netcom, LLC, as Guarantor, and DWX Servicing Agent, LLC.

Exhibit 10.43 SECURED LOAN AGREEMENT Among COMSOVEREIGN HOLDING CORP., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, and DWX SERVICING AGENT, LLC, as Lender. Dated as of December 8, 2020 SECURED LOAN AGREEMENT This SECURED LOAN AGREEMENT (the “Agreement”) is entered into as of December 8, 2020, by and among COMSOVEREIGN HOLDING CORP., a Nevada corporation (the “Borrower”), the other

Form of Warrant Agency Agreement between the Company and ClearTrust, LLC, including form of Warrant Certificate

EX-4.14 3 fs12020a3ex4-14comsover.htm FORM OF WARRANT AGENCY AGREEMENT BETWEEN THE COMPANY AND CLEARTRUST, LLC, INCLUDING FORM OF WARRANT CERTIFICATE Exhibit 4.14 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of , 2020 (the “Issuance Date”) between ComSovereign Holding Corp., a company incorporated under the laws of the State of Nevada (the “Company”), and Cle

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ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] December 17, 2020 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Amendment No. 2 to Registration Sta

Agreement and Plan of Merger, dated as of August 24, 2020, by and among the Company, CHC Merger Sub 8, LLC, and Skyline Technology Partners d/b/a Fastback Networks and the Stockholders’ Representative named therein.

EX-10.40 2 fs12020a2ex10-40comsov.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 24, 2020, BY AND AMONG THE COMPANY, CHC MERGER SUB 8, LLC, AND SKYLINE TECHNOLOGY PARTNERS D/B/A FASTBACK NETWORKS AND THE STOCKHOLDERS' REPRESENTATIVE NAMED THEREIN Exhibit 10.40 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among COMSovereign Holding Corp., CHC Merger Sub 8, LLC, Skyline Partners Technolo

As filed with the Securities and Exchange Commission on December 9, 2020

As filed with the Securities and Exchange Commission on December 9, 2020 Registration No.

Consent of Kay Kapoor

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by ComSovereign Holding Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of ComSovereign

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CORRESP 1 filename1.htm ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] December 9, 2020 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Amendment No

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0920comsovereign.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

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 11, 2020 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 333-150332 46-5538504 (State or Other Jurisdiction of Incorporation) (Commis

COMSovereign Holding Corp. to Appoint Kay Kapoor as New Independent Director - Kapoor Brings Over 30 Years of Senior-Level Government and Cross-Industry Executive Leadership to the Company -

Exhibit 99.1 COMSovereign Holding Corp. to Appoint Kay Kapoor as New Independent Director - Kapoor Brings Over 30 Years of Senior-Level Government and Cross-Industry Executive Leadership to the Company - DALLAS, TX – November 16, 2020 – COMSovereign Holding Corp. (OTCQB: COMS) (“COMSovereign” or the “Company”), a U.S.-based developer of 4G LTE Advanced and 5G connectivity and data transmission sys

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2020 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checke

Transpositional Modulation Technology Licensing Agreement dated as of August 3, 2020 among TM Technologies, Inc., TM IP Holdings, LLC and ComSovereign Holding Corp.

EXHIBIT 10.42 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. TRANSPOSITIONAL MODULATION TECHNOLOGY LICENSING AGREEMENT BETWEEN COMSOVEREIGN HOLDING CORP. as Licensee A Nevada Corporation AND TM IP HOLDINGS, LLC as Licensor An Arizona Limited Liability Company AND TM

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ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] September 28, 2020 VIA EDGAR Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Purnell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1

As filed with the Securities and Exchange Commission on September 28, 2020

As filed with the Securities and Exchange Commission on September 28, 2020 Registration No.

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CORRESP 1 filename1.htm ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] August 28, 2020 Via Edgar Ms. Beverly Singleton Ms. Melissa Raminpour Ms. Erin Punell Mr. Geoffrey Kruczek Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ComSovereign Holding Corp. Registration Statement on Form S-1 Ori

List of Subsidiaries

Exhibit 21.1 Direct or indirect subsidiaries of COMSovereign Holding Corp., with jurisdiction of incorporation or formation: ● Dragonwave Corp., a Delaware corporation. ● Dragonwave-X Canada, Inc., a British Columbia Canada corporation ● Dragonwave-X, LLC, an Arizona limited liability company. ● Drone AFS Corp., a Nevada corporation. ● ComSovereign Corp., a Delaware corporation. ● Elitise LLC, an

Transpositional Modulation Technology Licensing Agreement dated as of August 3, 2020 among TM Technologies, Inc., TM IP Holdings, LLC and ComSovereign Holding Corp.

EXHIBIT 10.42 CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission. TRANSPOSITIONAL MODULATION TECHNOLOGY LICENSING AGREEMENT BETWEEN COMSOVEREIGN HOLDING CORP. as Licensee A Nevada Corporation AND TM IP HOLDINGS, LLC as Licensor An Arizona Limited Liability Company AND TM TECHNOLOGIES, INC. the Interested-Pa

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 28, 2020 Registration No.

12.5% OID Convertible Note dated August 24, 2020 of the Registrant in favor of Red Diamond Partners LLC

EX-4.1 2 ea126046ex4-1comsovereign.htm 12.5% OID CONVERTIBLE NOTE DATED AUGUST 21, 2020 IN THE PRINCIPAL AMOUNT OF $1,700,000 ISSUED TO REDDIAMOND PARTNERS LLC Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGIS

Securities Purchase Agreement, dated as of August 24, 2020 between the Registrant and RedDiamond Partners LLC

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2020, between ComSovereign Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

Form of Indemnification Agreement for Directors and Officers#

EX-10.1 3 ea126046ex10-1comsovereign.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 24, 2020, BY AND AMONG OUR COMPANY, CHC MERGER SUB 8, LLC, SKYLINE TECHNOLOGY PARTNERS LLC D/B/A FASTBACK NETWORKS AND THE STOCKHOLDERS' REPRESENTATIVE NAMED THEREIN Exhibit 10.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among COMSovereign Holding Corp., CHC Merger Sub 8, LLC, Skyline Partners Techno

COMSovereign Holding Corp. to Acquire Fastback Networks, Adding Key Radio Capability and Building 5G Intellectual Property Portfolio - Patents and Advanced Intelligent Backhaul Radio Technologies Solidify COMSovereign’s Position in U.S.-Based 5G Netw

EX-99.1 5 ea126046ex99-1comsovereign.htm PRESS RELEASE, DATED AUGUST 24, 2020, ANNOUNCING OUR ENTRY INTO THE MERGER AGREEMENT Exhibit 99.1 COMSovereign Holding Corp. to Acquire Fastback Networks, Adding Key Radio Capability and Building 5G Intellectual Property Portfolio - Patents and Advanced Intelligent Backhaul Radio Technologies Solidify COMSovereign’s Position in U.S.-Based 5G Network Infrast

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 ea126046-8kcomsovereign.htm CURRENT REPORT 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): August 21, 2020 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 333-150332 46-5538504 (State