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)
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Nevada
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46-5538504
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(State
or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S.
Employer
Identification Number)
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5000
Quorum Drive, Suite 400
Dallas, TX 75254
(469) 930-2661
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Daniel
L. Hodges
5000 Quorum Drive, Suite 400
Dallas, TX 75254
(469) 930-2661
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
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Kevin Sherlock, Esq.
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Eric M. Hellige, Esq.
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COMSovereign Holding Corp.
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Pryor Cashman LLP
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5000 Quorum Drive, Suite 400
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7 Times Square
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Dallas, TX 75254
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New York, New York 10036
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(469) 930-2661
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(212) 421-4100
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Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated
filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities To Be Registered(1)
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Amount
To Be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount Of
Registration Fee(3)
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Common Stock, par value $0.0001 per share
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Preferred Stock, par value $0.0001 per share
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Debt Securities
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Warrants
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Rights
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Units
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TOTAL
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$
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65,000,000
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N/A
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$
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65,000,000
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$
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7,091.50
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(1)
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There are being
registered under this Registration Statement such indeterminate number of shares of common stock and preferred stock, such indeterminate
principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock and/or debt
securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate number of units
as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not to exceed $65,000,000.
If the Registrant issues any debt securities at an original issue discount, then the offering price of such debt securities shall
be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $65,000,000, less the
aggregate dollar amount of all securities previously issued hereunder. The Registrant may sell any securities it is registering under
this Registration Statement separately or as units with the other securities it is registering under this Registration Statement.
The Registrant will determine, from time to time, the proposed maximum offering price per unit in connection with its issuance of
the securities it is registering under this Registration Statement. The securities it is registering under this Registration Statement
also include such indeterminate number of shares of common stock and preferred stock and such indeterminate principal amount of debt
securities as the Registrant may issue upon conversion of or exchange for preferred stock or debt securities that provide for conversion
or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any of such securities. In addition,
pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the shares the Registrant is registering
under this Registration Statement include such indeterminate number of shares of common stock and preferred stock as may be issuable
with respect to the shares the Registrant is registering as a result of stock splits, stock dividends or similar transactions.
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(2)
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The Registrant will determine
the proposed maximum aggregate offering price per class of security from time to time in connection with its issuance of the securities
the Registrant is registering under this Registration Statement and the Registrant is not specifying such price as to each class
of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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(3)
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Calculated
pursuant to Rule 457(o) under
the Securities Act based on the proposed maximum aggregate offering price.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities, and it is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED SEPTEMBER 3, 2021
PRELIMINARY
PROSPECTUS
ComSovereign
Holding Corp.
$65,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We
may offer from time to time shares of our common stock, preferred stock, senior debt securities (which may be convertible into or exchangeable
for common stock), subordinated debt securities (which may be convertible into or exchangeable for common stock), warrants, rights and
units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus will not
exceed $65,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the terms
of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may also add, update
or change information contained or incorporated in this prospectus. We may also authorize one or more free writing prospectuses to be
provided to you in connection with these offerings. You should read this prospectus, the information incorporated by reference in this
prospectus, the applicable prospectus supplement and any applicable free writing prospectus carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters or
dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set
forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for more information.
Our
common stock and certain of our outstanding warrants are listed on the NASDAQ Capital Market under the symbols COMS and COMSW,
respectively.
Investing
in securities involves certain risks. See “Risk Factors” beginning on page 6 of this prospectus and in the applicable prospectus
supplement, as updated in our future filings made with the Securities and Exchange Commission that are incorporated by reference into
this prospectus. You should carefully read and consider these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021.
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of
these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered
by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented
in this prospectus does not extend to you.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that
contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying
prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of
this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on
any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct
on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement
to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder,
shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time subsequent to the date of such information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 we filed with the Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination
of the securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold
under this prospectus will not exceed $65,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. We
may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. In each prospectus supplement, we will include the following information:
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the
number and type of securities that we propose to sell;
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the
public offering price;
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the
names of any underwriters, agents or dealers through or to which the securities will be sold;
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any
compensation of those underwriters, agents or dealers;
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any
additional risk factors applicable to the securities or our business and operations; and
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any
other material information about the offering and sale of the securities.
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In
addition, the prospectus supplement or free writing prospectus may also add, update or change the information contained in this prospectus
or in documents incorporated by reference in this prospectus. The prospectus supplement or free writing prospectus will supersede this
prospectus to the extent it contains information that is different from, or that conflicts with, the information contained in this prospectus
or incorporated by reference in this prospectus. You should read and consider all information contained in this prospectus, any accompanying
prospectus supplement and any free writing prospectus that we have authorized for use in connection with a specific offering, in making
your investment decision. You should also read and consider the information contained in the documents identified under the heading
“Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” in this prospectus.
Unless
the context otherwise requires, the terms “the Company,” “we,” “us,” and “our” in this
prospectus each refer to COMSovereign Holding Corp., our subsidiaries and our consolidated entities.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange
Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of
terms such as “may,” “will,” “should,” “believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking
statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of
future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements
speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results
of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If
we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could
cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with
the SEC and in the “Risk Factors” section of this prospectus.
THE
COMPANY
Overview
We
are a provider of technologically-advanced telecom solutions to network operators, mobile device carriers, governmental units and other
enterprises worldwide. We have assembled a portfolio of communications, power and portable infrastructure technologies, capabilities
and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the
5G and “next-Generation” (“nG”) networks of the future. We focus on novel capabilities, including signal modulations,
antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic
spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration,
and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth
of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution,
our primary focus is on the North American telecom infrastructure and service market. We believe we are in a unique position to rapidly
increase our near-term domestic sales as we are among the few U.S.-based providers of telecommunications equipment and services.
We
provide the following categories of product offerings and solutions to our customers:
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Telecom and Network Products
and Solutions. We design, develop, market and sell technologically-advanced products for telecom network
operators, mobile device carriers and other enterprises, including the following:
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Backhaul Telecom Radios. We
offer a line of high-capacity packet microwave solutions that drive next-generation IP networks. Our carrier-grade point-to-point
packet microwave systems transmit broadband voice, video and data. Our solutions enable service providers, government agencies, enterprises
and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of our
product portfolio is wireless network transport, including a range of products ideally suited to support the emergence of underlying
small cell networks. Additional solutions include leased-line replacement, last mile fiber extension and enterprise networks.
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In-Band
Full-Duplex Technologies. We have developed proprietary wireless transmission technologies that alleviate
the performance limitations of the principal transmission technologies used by most networks today. Time Division Duplex (TDD)
transmission technology used by many communications systems utilizes a single channel for transmission of data alternating between
downlink or uplink, which limits capacity/throughput. Frequency Division Duplex (FDD) technologies in the marketplace today use two
independent channels for downlink and uplink but require twice the spectrum. Neither TDD nor FDD can simultaneously transmit and
receive on a single channel — a limitation that network advancements and 5G will require for optimal performance. In late
2021, we intend to commence marketplace demonstrations of products incorporating our proprietary In-Band Full-Duplex technologies
that simultaneously transmit and receive data on a single channel, which resolves the limitation of current TDD and FDD
transmissions by increasing network performance and doubling spectrum efficiency. We intend to begin commercializing this technology
in the first half of 2022.
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Edge Compute Capable
Small Cell 4G LTE and 5G Access Radios. We offer Citizens Broadband Radio Service (CBRS) frequency and
other small cell radios that are designed to connect to other access radios or to connect directly to mobile devices such as mobile
phones and other IoT devices. Recently, we developed the world’s first fully-virtualized 5G core network on a microcomputer
the size of a credit card, enabling, for the first time, the ability to have the 5G network collocated on the network edge with the
small cell communicating with the devices themselves. The small cells support edge-based application hosting and enable third-party
service integration.
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Intelligent Batteries
and Back-Up Power Solutions. We are developing for the telecom industry a full line of environmentally-friendly,
non-volatile advanced intelligent lithium-ion batteries and back-up power units that charge quickly, have a life span approximately
five times longer than conventional lead-acid batteries, and can be monitored remotely. We are also currently offering and developing
models that provide power for a wide range of applications, including cellular towers and other radio access network (RAN) infrastructures,
automobiles, boats, spacecraft and other vehicles.
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Tethered Drones and Aerostats. We
design, manufacture, sell and provide logistical services for specialized tethered aerial monitoring and communications platforms
serving national defense and security customers for use in applications such as intelligence, surveillance and reconnaissance (“ISR”)
and communications. We focus primarily on a suite of tethered aerostats known as the Winch Aerostat Small Platform (“WASP”),
which are principally designed for military and security applications and provide secure and reliable aerial monitoring for extended
durations while being tethered to the ground via a high-strength armored tether. Our recently-acquired HoverMast line of quadrotor-tethered
drones feature uninterruptible ground-based power, fiber optic communications for cyber immunity, and the ability to operate in GPS-denied
environments while delivering dramatically-improved situational awareness and communications capabilities to users.
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are also developing processes that we believe will significantly advance the state-of-the-art in silicon photonic (SiP) devices for use
in advanced data interconnects, communication networks and computing systems. We believe our novel approach will allow us to overcome
the limitations of current SiP modulators, dramatically increase computing bandwidth and reduce drive power while offering lower operating
costs.
Our
engineering and management teams have extensive experience in optical systems and networking, digital signal processing, large-scale
application-specific integrated circuit (ASIC) design and verification, SiP design and integration, system software development, hardware
design, high-speed electronics design and network planning, installation, maintenance and servicing. We believe this broad expertise
in a wide range of advanced technologies, methodologies and processes enhances our innovation, design and development capabilities, and
has enabled us, and we believe will continue to enable us, to develop and introduce future-generation communications and computing technologies.
In the course of our product development cycles, we engage with our customers as they design their current and next-generation network
equipment in order to gauge current and future market needs.
Our
more than 700 customers include a majority of the leading global telecommunication operators, as well as many data center managers and
leading multi-system operators (MSOs), and hundreds of enterprise customers, including many Fortune 500 companies. We have long-standing,
direct relationships with our customers and serve them through a direct sales force and a global network of channel partners.
Our
Operating Units
Through a series of acquisitions, we and our operating
subsidiaries have expanded our service offerings and geographic reach over the past two years. On November 27, 2019, we completed the
acquisition of ComSovereign Corp. (“ComSovereign”) in a stock-for-stock transaction with a total purchase price of approximately
$75 million (the “ComSovereign Acquisition”). ComSovereign had been formed in January 2019 and, prior to its acquisition
by our company, had completed five acquisitions of companies with unique products in development for, or then being marketed to, the telecommunications
market. As a result of our acquisitions, our company is comprised of the following principal operating units, each of which was acquired
to address a different opportunity or sector of the North American telecom infrastructure and service market. Our subsidiary holdings
are held in three division, Telecoms, Drone, and Power.
Our Telecoms Division is comprised of the following principal operating
units:
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DragonWave-X LLC. DragonWave-X,
LLC and its operating subsidiaries, DragonWave Corp. and DragonWave-X Canada, Inc. (collectively, “DragonWave”), are
a Dallas-based manufacturer of high-capacity microwave and millimeter wave point-to-point telecom backhaul radio units. DragonWave
and its predecessor have been selling telecom backhaul radios since 2012 and its microwave radios have been installed in over 330,000
locations in more than 100 countries worldwide. According to a report of the U.S. Federal Communications Commission, as of December 2019,
DragonWave was the second largest provider of licensed point-to-point microwave backhaul radios in North America. DragonWave was
acquired by ComSovereign in April 2019 prior to the ComSovereign Acquisition.
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Virtual Network Communications
Inc. Virtual Network Communications Inc. (“VNC”) is an edge compute focused wireless telecommunications
technology developer and equipment manufacturer of both 4G LTE Advanced and 5G capable radio equipment. VNC designs, develops,
manufactures, markets, and supports a line of network products for wireless network operators, mobile virtual network operators,
cable TV system operators, and government and business enterprises that enable new sources of revenue, and reduce capital and operating
expenses. VNC also has developed rapidly deployable, tactical systems that can be combined with the tethered aerostats and drones
offered by our Drone Aviation subsidiary and enabled and operated in nearly any location in the world. We acquired VNC in July 2020.
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Fastback. Skyline Partners Technology LLC,
which does business under the name Fastback Networks (“Fastback”), is a manufacturer of intelligent backhaul radio (IBR)
systems that deliver high-performance wireless connectivity to virtually any location, including those challenged by Non-Line of
Sight (NLOS) limitations. Fastback’s advanced IBR products allow operators to economically add capacity and density to their
macrocells and expand service coverage density with small cells. These solutions also allow operators to both provide temporary cellular
and data service utilizing mobile/portable radio systems and provide wireless Ethernet connectivity. We acquired Fastback in January
2021.
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Silver Bullet Technology, Inc. Silver Bullet
Technology, Inc. (“Silver Bullet”) is a California-based engineering firm that designs and develops next generation network
systems and components, including large-scale network protocol development, software-defined radio systems and wireless network designs.
ComSovereign acquired Silver Bullet in March 2019 prior to the ComSovereign Acquisition.
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Lextrum, Inc. Lextrum, Inc. (“Lextrum”) is a Tucson,
Arizona-based developer of full-duplex wireless technologies and components, including multi-reconfigurable radio frequency (RF)
antennae and software programs. This technology enables the doubling of a given spectrum band by allowing simultaneous transmission
and receipt of radio signals on the same frequencies. ComSovereign acquired Lextrum in April 2019 prior to the ComSovereign Acquisition.
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Innovation Digital, LLC. Innovation Digital, LLC (“Innovation
Digital”) is a California-based developer of "beyond state-of-the-art" mixed analog/digital signal processing solutions,
intellectual property (IP) licensing, design and consulting services. Its signal processing techniques and intellectual property
have significantly enhanced the bandwidth and accuracy of RF transceiver systems and have provided enabling technologies in the fields
of communications and RADAR systems, signals intelligence (SIGINT) and electronic warfare (EW), test and measurement systems, and
semiconductor devices. We acquired Innovation Digital in June 2021.
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VEO Photonics, Inc. VEO Photonics, Inc. (“VEO”), based
in San Diego, California, is a research and development company innovating SiP technologies for use in copper-to-fiber-to-copper
switching, high-speed computing, high-speed ethernet, autonomous vehicle applications, mobile devices and 5G wireless equipment.
ComSovereign acquired VEO in January 2019 prior to the ComSovereign Acquisition.
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RF Engineering & Energy Resource, LLC. RF
Engineering & Energy Resource, LLC ("RF Engineering”) is a Michigan-based provider of high-quality microwave antennas
and accessories. By providing one of the industry's lowest cost of ownership, RF Engineering has continued to innovate and expand,
and it recently announced the industry's first Universal Licensed Microwave Antenna. Supporting frequencies from (6-42 GHz),
customers can now reduce sparing costs and safely future-proof their networks by leveraging this new Universal plug and play
architecture. We acquired RF Engineering in July 2021.
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Our Drone Division is comprised of the following principal operating
units:
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Drone Aviation. Lighter
Than Air Systems Corp., which does business under the name Drone Aviation (“Drone Aviation”), is based in Jacksonville,
Florida and develops and manufactures cost-effective, compact and enhanced tethered unmanned aerial vehicles (UAVs), including lighter-than-air
aerostats and drones that support surveillance sensors and communications networks. We acquired Drone Aviation in June 2014.
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Sky Sapience Ltd.
Sky Sapience Ltd. (“SKS”) is an Israeli-based manufacturer of drones with a patented tethered hovering technology
that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers
worldwide for both land and marine-based applications. Its innovative technologies include fiber optic tethers that enable secure,
high-capacity communications, including support for commercial 4G and 5G wireless networks. SKS’s flagship HoverMast line of
quadrotor-tethered drones feature uninterruptible ground-based power, fiber optic communications for cyber immunity, and the ability
to operate in GPS-denied environments while delivering dramatically-improved situational awareness and communications capabilities
to users. We acquired SKS in March 2021.
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RVision, Inc.
RVision Inc. (“RVision”) is a California-based developer of technologically-advanced video and communications products
and physical security solutions designed for government and private sector commercial industries. It has been serving governments
and the military for nearly two decades with sophisticated, environmentally-rugged optical and infrared cameras, hardened processors,
custom tactical video hardware, software solutions, and related communications technologies. It also has developed nano-defractive
optics with integrated, artificial intelligence-driven electro-optical sensors and communication network connectivity products for
smart city/smart campus applications. We acquired RVision in April 2021.
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Our Power Division is comprised of the following principal operating
units:
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InduraPower, Inc. InduraPower
Inc. (“InduraPower”) is a Tucson, Arizona-based developer and manufacturer of intelligent batteries and back-up power
supplies for network systems and telecom nodes. It also provides power designs and batteries for the aerospace, marine and automotive
industries. ComSovereign acquired InduraPower in January 2019 prior to the ComSovereign Acquisition.
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Sovereign Plastics LLC. Sovereign
Plastics LLC (“Sovereign Plastics”), based in Colorado Springs, Colorado, operates as the material, component manufacturing
and supply chain source for all of our subsidiaries, and also provides plastic and metal components to third-party manufacturers.
Its ability to rapidly prototype new product offerings and machine moldings, metals and plastic castings has reduced the production
cycle for many of our components from months to days. We acquired the business currently conducted by Sovereign Plastics in March 2020.
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Risks
Associated With Our Business
Our
ability to execute our business strategy is subject to numerous risks, as more fully described in the section captioned “Risk Factors”
immediately following this prospectus summary. You should read these risks before you invest in our common stock. In particular, risks
associated with our business include, but are not limited to, the following:
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Since our recent acquisition
of ComSovereign in November 2019, we lack an established operating history on which to evaluate our consolidated business and determine
if we will be able to execute our business plan, and we can give no assurance that our operations will result in profits.
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We incurred net losses in our
fiscal years ended December 31, 2020 and 2019 with negative cash flows, and we cannot assure you as to when, or if, we will become
profitable and generate positive cash flows.
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We expect to continue to incur
losses from operations and negative cash flows, which raise substantial doubt about our ability to continue as a going concern.
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We may not generate sufficient
cash flows to cover our operating expenses.
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We have significant debt and
if we are unable to repay our debt when it becomes due, our business, financial condition and results of operations could be materially
harmed.
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If we are unable to obtain
additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing
stockholders may suffer substantial dilution.
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Raising capital in the future
could cause dilution to our existing stockholders and may restrict our operations or require us to relinquish rights.
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The COVID-19 pandemic may negatively
affect our operations depending on the severity and longevity of the pandemic.
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Rapid technological change
in our market and/or changes in customer requirements could cause our products to become obsolete or require us to redesign our products,
which would have a material adverse effect on our business, operating results and financial condition.
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Product development is a long,
expensive and uncertain process, and our failure to develop marketable products in our various markets could adversely affect our
business, prospects and financial condition.
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We compete with companies that
have significantly more resources for their research and development efforts than we have or have received government contracts for
the development of new products.
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Product quality problems, defects,
errors or vulnerabilities in our products could harm our reputation and adversely affect our business, financial condition, results
of operations and prospects.
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If sufficient radio spectrum
is not allocated for use by our products or if we fail to obtain regulatory approval for our products, our ability to market our
products may be restricted.
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If critical components or raw
materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of
our products, which could damage our business.
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Our
Corporate Information
We
were incorporated as Drone Aviation Holding Corp. in the State of Nevada on April 17, 2014. An amendment to our Articles of Incorporation
changing our name to COMSovereign Holding Corp. was effected on November 30, 2019. Our principal executive offices are located at 5000
Quorum Drive, Suite 400, Dallas, Texas 75254, and our telephone number is (469) 930-2661. Our website address is www.COMSovereign.com,
and many of our subsidiaries also have their own websites linked to and that may be accessed from our principal corporate website. Information
on our website and on that of our subsidiaries is not part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the
risk factors set forth below, the information under the caption “Risk Factors” in any applicable prospectus supplement, any
related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk Factors”
in our annual report on Form 10-K and quarterly reports on Form 10-Q that are incorporated by reference into this prospectus, as updated
by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
These
risks could materially affect our business, results of operations or financial condition and affect the value of our securities. Additional
risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition
and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where
You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other
equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt securities
convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could experience significant
dilution upon the issuance, conversion or exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities
described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might
not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able
to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions
on how to use such proceeds.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you, we intend to use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate
purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing operating expenses and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, our bylaws
and applicable provisions of the Nevada Revised Statutes or the NRS.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our
articles of incorporation and our bylaws, which have been filed with and are publicly available from the SEC. Our authorized capital
stock consists of 300,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value
$0.0001 per share.
DESCRIPTION
OF COMMON STOCK
As
of September 1, 2021, there were 72,533,850 shares of our common stock issued outstanding held
by approximately 320 stockholders of record.
General
The
following summary of certain provisions of our common stock does not purport to be complete. This description is summarized from,
and is qualified in its entirety by reference to, our amended and restated articles of incorporation and our amended and restated
bylaws, to which you should refer and both of which are included as exhibits to the registration statement of which this prospectus
is a part. The summary below is also qualified by provisions of applicable law, including Chapters 78 and 92A of the Nevada Revised
Statutes (the “NRS”), as applicable to corporations.
Voting,
Dividend and Other Rights. Each outstanding share of common stock entitles the holder to one vote on all matters
presented to the shareholders for a vote. Holders of shares of common stock have no cumulative voting, pre-emptive, subscription or conversion
rights. All shares of common stock to be issued pursuant to this registration statement will be duly authorized, fully paid and non-assessable.
Our board of directors determines if and when distributions may be paid out of legally available funds to the holders. To date, we have
not declared any dividends with respect to our common stock. Our declaration of any cash dividends in the future will depend on our board
of directors’ determination as to whether, in light of our earnings, financial position, cash requirements and other relevant factors
existing at the time, it appears advisable to do so. We do not anticipate paying cash dividends on the common stock in the foreseeable
future.
Rights
Upon Liquidation. Upon liquidation, subject to the right of any holders of the preferred stock to receive
preferential distributions, each outstanding share of common stock may participate pro rata in the assets remaining after payment of,
or adequate provision for, all our known debts and liabilities.
Majority
Voting. The holders of a majority of the outstanding shares of common stock constitute a quorum at any meeting
of the shareholders. A plurality of the votes cast at a meeting of shareholders elects our directors. The common stock does not have
cumulative voting rights. Therefore, the holders of a majority of the outstanding shares of common stock can elect all of our directors.
In general, a majority of the votes cast at a meeting of shareholders must authorize shareholder actions other than the election of directors.
Most amendments to our articles of incorporation require the vote of the holders of a majority of all outstanding voting shares.
All
issued and outstanding shares of common stock are fully paid and nonassessable. Shares of our common stock that may be offered, from
time to time, under this prospectus will be fully paid and nonassessable.
Transfer Agent and Registrar
The transfer agent and registrar for our common
stock is ClearTrust, LLC. ClearTrust, LLC’s address is 16540 Pointe Village Drive, Suite 210, Lutz, FL 33558 and its telephone
number is (813) 235-4490.
Stock Exchange Listing
Our common stock is listed
for quotation on the Nasdaq Capital Market under the symbol “COMS.”
DESCRIPTION
OF PREFERRED STOCK
As
of September 1, 2021, no shares of preferred stock had been issued or were outstanding.
The following summary
of certain provisions of our preferred stock does not purport to be complete. This description is summarized from, and is qualified in
its entirety by reference to, our amended and restated articles of incorporation and our amended and restated bylaws, to which you should
refer and both of which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is
also qualified by provisions of applicable law, including Chapters 78 and 92A of the NRS as applicable to corporations.
General
Our
board of directors has the authority to issue up to 100,000,000 shares of preferred stock in one or more series and to determine the
rights and preferences of the shares of any such series without stockholder approval. Our board of directors may issue preferred stock
in one or more series and has the authority to fix the designation and powers, rights and preferences and the qualifications, limitations
or restrictions with respect to each class or series of such class without further vote or action by the stockholders, unless action
is required by applicable law or the rules of any stock exchange on which our securities may be listed. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. Further, our board of director may authorize the issuance of preferred stock with voting
or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. Additionally, the
issuance of preferred stock may have the effect of decreasing the market price of our common stock.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are
offering before the issuance of that series of preferred stock. This description will include, but not be limited to, the following:
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the
title and stated value;
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the
number of shares we are offering;
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the
liquidation preference per share;
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the
dividend rate, period and payment date and method of calculation for dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends
will accumulate;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability
to exercise those redemption and repurchase rights;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion
price, or how it will be calculated, and the conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange
price, or how it will be calculated, and the exchange period;
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voting
rights, if any, of the preferred stock;
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preemptive
rights, if any;
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restrictions
on transfer, sale or other assignment, if any;
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a
discussion of any material United States federal income tax considerations applicable to
the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs;
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any
limitations on the issuance of any class or series of preferred stock ranking senior to or
on a parity with the series of preferred stock as to dividend rights and rights if we liquidate,
dissolve or wind up our affairs; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred
stock.
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Transfer Agent and Registrar
The transfer agent and
registrar for our preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
General
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
When we offer to sell debt securities, we will describe the specific terms of any debt securities offered from time to time in a supplement
to this prospectus, which may supplement or change the terms outlined below. Senior debt securities will be issued under one or more
senior indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended
or supplemented from time to time. Any subordinated debt securities will be issued under one or more subordinated indentures, dated as
of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended or supplemented from time
to time. The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended.
Before
we issue any debt securities, the form of indentures will be filed with the SEC and incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part or as an exhibit to a current report on Form 8-K. For the complete terms of the debt securities,
you should refer to the applicable prospectus supplement and the form of indentures for those particular debt securities. We encourage
you to read the applicable prospectus supplement and the form of indenture for those particular debt securities before you purchase any
of our debt securities.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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whether
or not such debt securities are guaranteed;
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the
principal amount being offered, and if a series, the total amount authorized and the total
amount outstanding;
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any
limit on the amount that may be issued;
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whether
or not we will issue the series of debt securities in global form, the terms and who the
depositary will be;
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the
annual interest rate, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for determining such dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place where payments will be payable;
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restrictions
on transfer, sale or other assignment, if any;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series
of debt securities pursuant to any optional or provisional redemption provisions and the
terms of those redemption provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in which
the debt securities are payable;
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any
restrictions our ability and/or the ability of our subsidiaries to:
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incur
additional indebtedness;
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issue
additional securities;
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pay
dividends and make distributions in respect of our capital stock and the capital stock of
our subsidiaries;
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place
restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets;
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make
investments or other restricted payments;
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sell
or otherwise dispose of assets;
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enter
into sale-leaseback transactions;
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engage
in transactions with stockholders and affiliates;
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issue
or sell stock of our subsidiaries; or
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effect
a consolidation or merger;
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whether
the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
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a
discussion of any material United States federal income tax considerations applicable to
the debt securities;
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information
describing any book-entry features;
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provisions
for a sinking fund purchase or other analogous fund, if any;
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the
denominations in which we will issue the series of debt securities;
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the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt
securities, including any additional events of default or covenants provided with respect
to the debt securities, and any terms that may be required by us or advisable under applicable
laws or regulations.
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Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for
our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants
independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate
from these securities. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the
particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered
under a prospectus supplement may differ from the terms described below.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular
series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions
of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We
urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus,
as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms
of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of such
security;
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if
applicable, the date on and after which the warrants and the related securities will be separately
transferable;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares of
common stock or preferred stock, as the case may be, purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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a
discussion of any material or special United States federal income tax consequences of holding
or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
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in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or
to enforce covenants in the applicable indenture; or
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in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any.
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Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable
prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to the warrant agent.
If
any warrants represented by the warrant certificate are not exercised, we will issue a new warrant certificate for the remaining amount
of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part
of the exercise price for warrants.
Outstanding Warrants
As of September 1, 2021, we had outstanding
warrants that were exercisable to purchase an aggregate of 11,691,593 shares of common stock at a weighted average exercise price of
$3.8781 per share that expire between November 9, 2021 and August 25, 2026.
Transfer Agent and Registrar
The transfer agent and
registrar for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters
pursuant to which such underwriters will purchase any offered securities remaining unsubscribed after such rights offering. In connection
with a rights offering to our stockholders, we will distribute certificates evidencing the rights and a prospectus supplement to our
stockholders on the record date that we set for receiving rights in such rights offering. The applicable prospectus supplement or free
writing prospectus will describe the following terms of rights in respect of which this prospectus is being delivered:
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the
title of such rights;
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the
securities for which such rights are exercisable;
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the
exercise price for such rights;
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the
date of determining the security holders entitled to the rights distribution;
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the
number of such rights issued to each security holder;
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the
extent to which such rights are transferable;
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if
applicable, a discussion of the material United States federal income tax considerations
applicable to the issuance or exercise of such rights;
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the
date on which the right to exercise such rights shall commence, and the date on which such
rights shall expire (subject to any extension);
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the
conditions to completion of the rights offering;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the rights;
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the
extent to which such rights include an over-subscription privilege with respect to unsubscribed
securities;
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if
applicable, the material terms of any standby underwriting or other purchase arrangement
that we may enter into in connection with the rights offering; and
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any
other terms of such rights, including terms, procedures and limitations relating to the exchange
and exercise of such rights.
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Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock, or any
combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration
date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt
of payment and the proper completion and due execution of the rights certificate at the office of the rights agent, if any, or any other
office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock and/or preferred stock
purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
Rights Agent
The rights agent for
any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The following description,
together with the additional information that we include in any applicable prospectus supplement, summarizes the material terms and provisions
of the units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any units that
we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus
supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
We will incorporate by
reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions
of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular
series of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement
and any supplemental agreements that contain the terms of the units.
General
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred stock,
debt securities and/or warrants or rights for the purchase of common stock, preferred stock and/or debt securities in any combination.
The applicable prospectus supplement will describe:
|
|
●
|
the
securities comprising the units, including whether and under what circumstances the securities
comprising the units may be separately traded;
|
|
|
●
|
the
terms and conditions applicable to the units, including a description of the terms of any
applicable unit agreement governing the units; and
|
|
|
●
|
a
description of the provisions for the payment, settlement, transfer or exchange of the units.
|
The provisions described
in this section, as well as those set forth in any prospectus supplement or as described under “Description of Common Stock,”
“Description of Preferred Stock,” “Description of Debt Securities,” “Description of Warrants” and
“Description of Rights” will apply to each unit, as applicable, and to any common stock, preferred stock, debt security, warrant,
or right included in each unit, as applicable.
Unit Agent
The name and address
of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.
Issuance in Series
We may issue units in
such amounts and in such numerous distinct series as we may determine.
Enforceability of Rights by Holders of
Units
Each unit agent will
act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with
any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have
no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related
unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the
unit.
PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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|
●
|
to
or through underwriters;
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|
|
●
|
to
or through broker-dealers (acting as agent or principal);
|
|
|
●
|
in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities
Act, to or through a market maker or into an existing trading market, on an exchange, or
otherwise;
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|
|
●
|
directly
to purchasers, through a specific bidding or auction process or otherwise; or
|
|
|
●
|
through
a combination of any such methods of sale.
|
Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form
of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and the purchasers.
Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed to be “underwriters,”
as that term is defined in the Securities Act, and compensation and profits received by them on sale of the securities may be deemed
to be underwriting commissions, as that term is defined in the rules promulgated under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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●
|
the
name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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●
|
the
terms of the offering;
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●
|
any
discounts concessions or commissions and other items constituting compensation received by
the underwriters, broker-dealers or agents;
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●
|
any
over-allotment option under which any underwriters may purchase additional securities from
us; and
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●
|
any
initial public offering price.
|
The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or more
transactions, by means of one or more of the following transactions, which may include cross or block trades:
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●
|
transactions
on the NASDAQ Capital Market or any other organized market where the securities may
be traded;
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●
|
in
the over-the-counter market;
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●
|
in
negotiated transactions;
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●
|
under
delayed delivery contracts or other contractual commitments; or
|
|
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●
|
a
combination of such methods of sale.
|
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in
the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for
the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule
5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled to indemnification by us against specified liabilities, including liabilities incurred under
the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus
supplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers,
or their respective affiliates, may be customers of, engage in transactions with or perform services for us in the ordinary course of
business. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction or magnitude
of any effect that such transactions may have on the price of the securities. For a description of these activities, see the information
under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the shares of common stock and preferred stock and certain other matters of Nevada law will be passed upon for us by
Flangas Law Group, Las Vegas, Nevada. Certain
matters of U.S. federal and New York State law will be passed upon for us by Pryor Cashman LLP, New York, New York. Additional legal
matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we name in the applicable prospectus supplement.
EXPERTS
The
financial statements incorporated by reference into this prospectus as of December 31, 2020 and 2019 and for the year ended
December 31, 2020 and the period January 10, 2019 (inception) through December 31, 2019
have been audited by Haskell & White LLP, an independent registered public accounting firm, to the extent and for the periods
set forth in their report incorporated by reference herein and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be
part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. This
prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of the initial registration statement and prior to effectiveness of the registration statement and the documents listed
below that we have previously filed with the SEC:
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●
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our
Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 30, 2021;
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●
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our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on
May 17, 2021;
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●
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our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on August
16, 2021;
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●
|
our
Current Reports on Form 8-K, filed with the SEC on January 27, 2021, February 4, 2021, February 16, 2021, February 23, 2021, March 1, 2021, March 25, 2021, April 6, 2021, April 22, 2021,
May 17, 2021, June 3, 2021, June 8, 2021, June 28, 2021, June 30, 2021, August 17, 2021,
August 20, 2021 and August 30, 2021 (other than portions of those documents furnished or
not otherwise deemed to be filed); and
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|
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●
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the
description of our common stock contained in the registration statement on Form 8-A/A, dated
December 22, 2020, File No. 001-39379, and any other amendment or report filed for the purpose
of updating such description.
|
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of
the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated
by reference, at no cost, by writing or calling us at the following address or telephone number:
COMSovereign
Holding Corp.
5000
Quorum Drive, Suite 400
Dallas, TX 75254
(469) 930-2661
Attention:
Kevin Sherlock, Esq.
Corporate
Secretary
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein,
each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these
securities, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the registration
statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration
statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file at the SEC’s
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Because our common stock is listed on the NASDAQ Capital Market, you may also inspect reports,
proxy statements and other information at the offices of the NASDAQ Capital Market.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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|
Item
14.
|
Other
Expenses of Issuance and Distribution.
|
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby. All
amounts shown are estimates except the SEC registration fee.
|
SEC registration fee
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|
$
|
7,091.50
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|
|
Legal fees and expenses
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*
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|
|
Accounting fees and expenses
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*
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|
Printing and miscellaneous expenses
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*
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|
|
|
|
|
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|
Total expenses
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|
$
|
7,091.50
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|
*
These fees will depend on the type of securities offered and number of offerings and, therefore,
cannot be estimated at this time. In accordance with Rule 430B under the Securities
Act, additional information regarding estimated fees and expenses will be provided at the time
information as to an offering is included in a prospectus supplement.
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|
Item
15.
|
Indemnification
of Directors and Officers.
|
Nevada
Revised Statutes (“NRS”) Section 78.7502 provides that a corporation shall indemnify any director, officer, employee
or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with
any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or
matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS
78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals
there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that
the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of
all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Our
Articles of Incorporation and Bylaws provide that we shall indemnify our directors, officers, employees and agents to the full extent
permitted by NRS, including in circumstances in which indemnification is otherwise discretionary under such law.
These
indemnification provisions may be sufficiently broad to permit indemnification of our officers, directors and other corporate agents
for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of our company pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
We
have the power to purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was
serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business
against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s
fulfilling one of these capacities, and related expenses, whether or not we would have the power to indemnify the person against the
claim under the provisions of the NRS. We currently maintain director and officer liability insurance on behalf of our directors
and officers.
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|
Item
16.
|
Exhibits
and Financial Schedule
|
See
the Exhibit Index attached to this registration statement and incorporated herein by reference.
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement, or is contained in
a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That,
for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the
securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) The
undersigned registrant hereby undertakes that:
(i) For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(ii) For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on September 3, 2021.
|
|
COMSovereign
Holding Corp.
|
|
|
|
|
|
By:
|
/s/
Daniel L. Hodges
|
|
|
|
Daniel L. Hodges
|
|
|
|
Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Daniel L. Hodges and Kevin
Sherlock, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and his name,
place and stead, in any and all capacities, to sign any or all amendments (including pre-effective and post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, including any
Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the SEC, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
|
|
/s/ Daniel L.
Hodges
|
|
Chairman and Chief Executive Officer
|
|
September
3, 2021
|
|
Daniel L. Hodges
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Martin R.
Wade III
|
|
Chief Financial Officer
|
|
September
3, 2021
|
|
Martin R. Wade III
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ John E.
Howell
|
|
Director
|
|
September
3, 2021
|
|
John E. Howell
|
|
|
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|
|
|
/s/ David Aguilar
|
|
Director
|
|
September
3, 2021
|
|
David Aguilar
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard
J. Berman
|
|
Director
|
|
September
3, 2021
|
|
Richard J. Berman
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Brent M.
Davies
|
|
Director
|
|
September
3, 2021
|
|
Brent M. Davies
|
|
|
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|
|
/s/ Kay Kapoor
|
|
Director
|
|
September
3, 2021
|
|
Kay Kapoor
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James A.
Marks
|
|
Director
|
|
September
3, 2021
|
|
James A. Marks
|
|
|
|
|
EXHIBIT
INDEX
|
|
*
|
To
be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein
by reference.
|
COMSovereign (CE) (USOTC:COMS)
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