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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/24 COMSovereign Holding Corp. 8-K:3,9 1/29/24 11:239K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 6: R1 Cover HTML 49K 8: XML IDEA XML File -- Filing Summary XML 12K 11: XML XBRL Instance -- ea192748-8k_comsover_htm XML 22K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.DEF XBRL Definitions -- coms-20240129_def XML 74K 4: EX-101.LAB XBRL Labels -- coms-20240129_lab XML 104K 5: EX-101.PRE XBRL Presentations -- coms-20240129_pre XML 71K 2: EX-101.SCH XBRL Schema -- coms-20240129 XSD 15K 9: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 10: ZIP XBRL Zipped Folder -- 0001213900-24-009624-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i January 29, 2024
(Exact name of registrant as specified in charter)
| i Nevada | i 001-39379 | i 46-5538504 | ||
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 75254 | ||
| (Address of Principal Executive Offices) | (zip code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Pink Market | ||||
| i Warrants to purchase Common Stock | i COMSW | OTC Pink Market | ||
| OTC Pink Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 29, 2024, COMSovereign Holding Corp. (the “Company”) received written notice from the Nasdaq Hearing Panel (the “Panel”) notifying the Company that the Panel had determined to delist the Company’s common stock and warrants from The Nasdaq Capital Market effective on January 31, 2024. The Company did not meet the minimum stockholders’ equity requirement of $2,500,000 as set forth in Nasdaq Listing Rule 5550(b)(1). As a result of the delisting, the Company’s common stock and warrants began trading on the OTC Pink Market on January 31, 2024.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Company’s intent to timely request a hearing before the Panel. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and our other reports filed with the United States Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: February 2, 2024 | COMSOVEREIGN HOLDING CORP. | |
| By: | /s/ David Knight | |
| David Knight | ||
| Chief Executive Officer | ||
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/2/24 | |||
| 1/31/24 | ||||
| For Period end: | 1/29/24 | |||
| 12/31/22 | 10-K, NT 10-K | |||
| List all Filings | ||||