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 13, 2020
COMSOVEREIGN HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada | 333-150332 | 46-5538504 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5000 Quorum Drive, STE 400
Dallas, TX 75254
(Address of principal executive offices)
Registrant’s telephone number, including area code: (904) 834-4400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, on December 10, 2019, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to change our corporate name from “Drone Aviation Holding Corp.” to “COMSovereign Holding Corp.” to better align with our anticipated business plan moving forward.
On December 3, 2019, we filed notification of the name change with the Financial Industry Regulatory Authority (“FINRA”) and requested that FINRA authorize a new trading symbol for our common stock. On January 10, 2020, we received notice from FINRA that our symbol change application had been approved.
Effective today, January 13, 2020, our common stock will trade under its new name and under the new trading symbol “COMS.” In addition to the permanent stock symbol change, a new CUSIP number (CUSIP: 205650104) was assigned to our common stock.
Item 7.01 Regulation FD Disclosure.
On January 13, 2020, we issued a press release announcing the symbol change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibit 99.1: (i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any of our filings.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
The following exhibits are furnished herewith:
Exhibit No. | Description | |
99.1 | Press Release of the Registrant, dated January 13, 2020. |
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: January 13, 2020 | COMSOVEREIGN HOLDING CORP. | |
By: | /s/ Daniel L. Hodges | |
Daniel L. Hodges | ||
Chairman and Chief Executive Officer |
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Exhibit 99.1
COMSovereign Holding Corp. to Commence Trading Under New COMS Stock Symbol Effective Today
DALLAS, TX – January 13, 2020 – COMSovereign Holding Corp. (OTCQB: COMS) (“COMSovereign” or the “Company”), a US-based pure-play enabler of 5G connectivity and data transmission systems, announced today that, subsequent to the change of its corporate name to COMSovereign Holding Corp. on December 2, 2019, it has received formal approval from the Financial Industry Regulatory Authority (“FINRA”) to change the Company’s ticker symbol to COMS. The Company will commence trading under the new symbol effective today, January 13, 2020.
In addition to the permanent stock symbol change, a new CUSIP number (CUSIP: 205650104) was assigned to the Company’s Common Stock.
Chairman and CEO of COMSovereign Holding Corp., Dan Hodges, stated, “The formal change of our corporate name, ticker symbol and CUSIP, are important steps in our long-term plan to build ComSovereign. Through recent transactions, such as the merger with Drone Aviation Holding Corp. and others we have identified, we are focusing our strategy on building an unmatched portfolio of critical enabling technologies, which we believe can power the next generation of advanced 5G-NR communications and data networks.”
For more information about COMSovereign, please visit www.COMSovereign.com.
About ComSovereign Holding Corp.
COMSovereign Holding Corp. (OTCQB: COMS) has assembled a portfolio of communications technology companies with combined capabilities that enable connectivity across the entire data transmission spectrum. Through strategic acquisitions and organic research and development efforts, COMSovereign has become a US-based pure-play communications provider able to provide LTE Advanced and 5G-NR telecom solutions to network operators and enterprises world-wide. For more information about COMSovereign, please visit www.COMSovereign.com or view documents that it files with or furnishes to the Securities and Exchange Commission at www.sec.gov, including the Risk Factors included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as information in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Forward-Looking Statements
Certain statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Moreover, forward-looking statements in this release include, but are not limited to, those relating to the Company’s ability to develop and deliver advanced voice and data communications systems. The Company’s financial results and the forward-looking statements could be affected by many factors, including, but not limited to, demand for the Company’s products and services, economic conditions in the U.S. and worldwide, and the Company’s ability to recruit and retain management, technical, and sales personnel. Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
Investor Relations for COMSovereign Holding Corp.:
Steve Gersten
813-334-9745
investors@comsovereign.com
and
Media Relations for COMSovereign Holding Corp.:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net