COMSP COMSovereign Holding Corporation

  

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)		(Commission File Number)		(IRS Employer Identification No.)

 

6890 E Sunrise Drive, Suite 120-506 Tucson, AZ		75254
(Address of Principal Executive Offices)		(zip code)

 

(206) 796-0173

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		COMS		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		COMSW		The Nasdaq Stock Market LLC
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share		COMSP		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Regulation FD Disclosure.

 

COMSovereign Holding Corp. (the “Company”) is furnishing as Exhibit 99.1 to this Current Report on Form 8-K an investor presentation that it intends to present at the ThinkEquity Conference on October 19, 2023.

 

The information under Current Report on Form 8-K, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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. 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, 2021, and our other reports filed with the United States Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Presentation dated October 19, 2023.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

  

 

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: October 19, 2023	COMSOVEREIGN HOLDING CORP.
	By:	/s/ David Knight
		David Knight
		Chief Executive Officer

 

 

2

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 plans, costs, objectives or performance of the Company, or the assumptions underlying any of the foregoing . In this presentation, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward looking statements . Forward - looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved . Forward - looking statements and information are based on information available at the time and/or management’s good - faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control . These risks, uncertainties and assumptions include, but are not limited to, those described under “Risk Factors” in the Company’s latest Annual Report on Form 10 - K, and its Quarterly Reports on Form 10 - Q . The Company does not intend, nor does the Company undertake any obligation, to update or revise any forward - looking information or statements contained in this presentation to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws . Page 2

COMSovereign Provides Secure, Resilient, Rapidly Deployable Solutions 700+ Service Providers & Enterprise Customers Experts in Network I nf ras t r u c tu re U . S . - Based, 30 + years of Innovation Global Market Opportunity of $65+ Billion 100+ Patents Strong Global Par tn ers h i p s Page 3 CONNECTING TOMORROW • Service Providers and enterprises are undergoing a paradigm shift from hardware infrastructure to open, software - driven, cloud - centric, fully automated and powered by AI - driven analytics • COMS acquired companies which have a rich history of innovation, leading - edge technology, and a foundation of valuable IP that we are building on • R&D focused on providing secure, reliable connectivity solutions • Enterprises and governments require connectivity and software solutions that enable them to manage their increasingly complex infrastructure • Go - to - market model leveraging our installed base of customers and partners while introducing new business solutions focused on software and integrating security and AI, representing a significant growth opportunity Company Overview

• Implementing Comprehensive Business Transition Plan ▪ Historically, multiple acquisitions were completed, lacking integration and structure resulting in significant complexities, inefficiencies and costs ▪ Completed the sale and disposition of certain non - core assets, streamlining and focusing our operations ▪ Greatly reduced G&A and overhead expenses, simplified the structure • SEC Compliance Plan ▪ Our accounting challenge has been tied to the previous entity structure requiring multiple valuation analyses of related Goodwill and Intangibles ▪ At the start of 2023, driven by our business transition plan, we successfully simplified our business and reporting structure! • Sales and Support of Customers is Ongoing ▪ Multiple new wireless connectivity deployments ▪ Edge compute certifications and implementations ▪ 5G system work continues with key partners in government and academia Page 4 CONNECTING TOMORROW Company Update We Continue to Execute Against Our Transition Plan to Focus the Business

CONNECTING TOMORROW Drone Aviation Design, Implementation and On - Going Services of Persistent Aerial Platforms for Government, Military and Commercial Applications DragonWave Solutions Connectivity Hardware, Software, AI, and Services Solutions for Public and Private 4G LTE/5G Networks Our Product Groups Page 5

CONNECTING TOMORROW Page 6 Participating in Multiple Large Addressable Markets Including Secure Wireless Connectivity, AI, and Aerial Platforms • Global Point - to - Point Microwave Antenna market size was estimated to be worth USD $3.88 billion in 2022 and is forecast to reach USD $7.98 billion by 2030 with a CAGR of 8.36 Percent (source VMR, July 2023) • According to Allied Market Research, the global ‘AI in telecommunications’ market size was valued at $1.2 billion in 2021, and is projected to reach $38.8 billion by 2031, growing at a CAGR of 41.4% from 2022 to 2031 • The global aerostat systems market size is estimated to reach $1.32 billion in 2023 and is expected to grow to $19.9 billion by 2027 at a compound annual growth rate (CAGR) of 15.2% (Research and Markets, July 2023) Our Product Portfolio: TAM

CONNECTING TOMORROW ▪ Leveraging decades of in - the - field deployments with advances including building the first quantum - safe data link/backhaul and private network solutions ▪ Instant standup of private 4G LTE and 5G networks anywhere on the globe • Wireless Transport is a 5G Enabler ▪ Reliance on microwave remains core to 5G deployments ▪ Wireless backhaul addresses concerns specific to: * Lack of existing infrastructure * Challenging environments ▪ Traditional microwave and mmW point to point: * High - capacity, line - of - sight at maximum distance for last mile connectivity ▪ Robust and flexible small cell transport: * Self - optimizing, simple setup and operation ▪ Out - of - the - box LTE systems for research labs, mobile operators and public or private networks BRINGING CAPACITY TO, and ENABLING, 5G NETWORKS • Carrier Network Grade, Innovative AI - Driven Hardware & Software Our Product Portfolio: DragonWave Solutions Page 7

CONNECTING TOMORROW CLOUD - BASED Applications Focused on EDGE and Network OPERATIONS • Edge Centric Virtualization pushing infrastructure close to the customer • Superior Customer Experience due to Local Routing – "Data stays Local" • Robust Element Management Systems, Configuration, Compliance, and Cyber Security Capabilities - > and the associated data enabling us to extend our solutions to proactively solve our customer’s challenges • Secure, Economical & Intelligent Our Product Portfolio: DragonWave Solutions Page 8

CONNECTING TOMORROW CONTINUING to Leverage ARTIFICIAL INTELLIGENCE in the NETWORK Proactive, real - time management of spectrum, network, power, and application data to improve operations • Focusing on configuration, change, power, operations, and customer experience • Integrated data collection from radios, management systems, ticketing, CRM, and OSS/BSS Allowing our Customers to Focus their Knowledgeable Resources on the Hard Problems Our Product Portfolio: DragonWave Solutions Page 9

CONNECTING TOMORROW “WASP/ADAPT” ▪ Sold to Department of Defense and Dept of Homeland Security / Customs & Border Protection, and other international government & commercial customers ▪ Highly acclaimed for capabilities and ease - of - use in the field ▪ Technological developments well underway to remain best - in - class • Product Technology RAPID DEPLOYABLE TETHERED Platforms for Surveillance • Proven Track Record ▪ Tethered aerostat achieves up to 1,500’ above ground for extended range ▪ Quad and hex rotor tethered units achieve up to 400’ (900’ for HM - L) above ground in minutes ▪ Power provided from the ground for extremely long station - keeping abilities (persistence) ▪ Tested and integrated safety features to prevent ‘fly - aways’ and ground incidents Our Product Portfolio: Drone Aviation Page 10

CONNECTING TOMORROW Near Term Medium Term L o ng T e r m Introduce recurring revenue with SaaS P r oduc t s P r oduc t s P r oduc t s S aa S S aa S $ New Business Models Evolve from hardware - centric to SaaS Accelerating scale, while increasing adoption of new solution capabilities, COMS adding predictability of future revenues Continue to innovate and evolve our portfolio with new capabilities & IP, expand to new markets, always leveraging our channels. Page 11

Customer Footprint in 150 Countries CONNECTING TOMORROW Page 12

OEM / Reseller Partners Gl o b a l C a rr i e r Ne t work s Private Networks Customer/Partner Highlights CONNECTING TOMORROW Page 13

Leadership Team CONNECTING TOMORROW Dustin McIntire, PhD. Chief Technology Officer Electrical design engineer with 20+ years of experience designing hardware and software for embedded and consumer electronics, wireless communications systems and IoT, leading programs for DARPA, the US Army and companies including Tranzeo Wireless, Arrayent and Prodea David Knight CEO, President & Director A seasoned and successful technology and operations executive having managed and led transformations and M&A at multiple technology and services companies including Dispersive Holdings, Federos (acquired by Oracle), Motorola, SEI and Micromuse (acquired by IBM) Bud Patterson EVP, Manufacturing & Supply Chain Proven program manager with 30+ years of operational & engineering experience in the development of wireless communications systems and semiconductors at companies including Coretex, Tranzeo Wireless, Sensoria Corporation, Accelerix, MOSAID Technologies, Rockwell Semiconductor Systems and Brooktree Corporation ▪ KAY KAPOOR 30+ years leading complex organizations, COO of Lockheed Martin’s IS7GS Division, Chair & CEO of Accenture Federal Services, President - AT&T FirstNet ▪ BILL WHITE 30+ years of CFO, Accounting, Financial Management and Operations experience with microcap/small cap companies Keith Kaczmarek Chief Revenue Officer Experienced technology & business development executive in telecommunications, data storage and public safety, having led the roll - out of next generation products and services for multiple start - ups and large - scale wireless companies including VNC (acquired by COMSovereign), Powerwave, Teligent, Nextel, AirTouch, and GTE ▪ JAMES ”Spider” MARKS U.S. Army General (ret.), US Military Hall of Fame Intelligence Member and an analyst to the U.S. Congress, NATO, universities and CNN ▪ RICHARD BERMAN 35+ years of venture capital, senior management, M&A experience, former Director of the Year - NY Independent Directors Page 14

Demand for Connectivity and Data is Increasing Exponentially We are Ready to Increase our Share of the Market Opportunity! Top - tier customer base with growing demand in a $65+ billion addressable market! Building on our core capabilities around connectivity solutions expanding and extending our offerings in software and AI U.S. - based with domestic production E x p lo s i v e g r o w th o f 5 G , FWA, a n d A I ma r ke ts d r i v i n g g r o w t h o pp or t un iti e s Legacy of market - leading innovation with focused portfolio Key Takeaways CONNECTING TOMORROW Page 15

CONNECTING TOMORROW Thank You Ste v e Ge r s te n , I n v e s t o r R e l a ti o n s C O M S ov e r e i g n Ho l d i n g Corp. investors@comsovereign.com Mi c h a e l G li c k m a n , M e d i a R e l a t i o n s C O M S ov e r e i g n Ho l d i n g Corp. investors@comsovereign.com D av i d K n i ght , CE O an d P res i den t C OM S overe i g n H o l d i n g C orp . dknight@comsovereign.com

v3.23.3

Cover	Oct. 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2023
Entity File Number	001-39379
Entity Registrant Name	COMSOVEREIGN HOLDING CORP.
Entity Central Index Key	0001178727
Entity Tax Identification Number	46-5538504
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6890 E Sunrise Drive
Entity Address, Address Line Two	Suite 120-506
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	75254
City Area Code	206
Local Phone Number	796-0173
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	COMS
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	COMSW
Security Exchange Name	NASDAQ
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
Title of 12(b) Security	9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	COMSP
Security Exchange Name	NASDAQ

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