COMSovereign Announces Reverse Split

Rhea-AI Summary

On February 10, 2023, COMSovereign Holding Corp. (NASDAQ: COMS, COMSP) announced a 1-for-100 reverse stock split to comply with Nasdaq listing requirements. This decision, approved by shareholders on February 8, aims to boost the stock price above the minimum $1.00 bid requirement. Post-split, outstanding shares will decrease from approximately 266 million to 2.66 million, with proportional adjustments to stock options and warrants. No action is required from shareholders to receive post-split shares, as fractional shares will be rounded up. The company continues to pursue additional measures to satisfy listing criteria, including timely submission of its financial filings.

Positive

• Reverse split aims to boost stock price to meet Nasdaq's $1 minimum bid requirement.
• Stock outstanding reduced from 266 million to 2.66 million shares, enhancing share value.

Negative

• Reverse stock split suggests ongoing challenges in maintaining stock price above Nasdaq requirements.

TUCSON, Ariz., Feb. 10, 2023 /PRNewswire/ -- COMSovereign Holding Corp. (NASDAQ: COMS and COMSP) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G communication systems announced that its Board of Directors approved a 1-for-100 reverse stock split of its common stock shares and that the common stock shares will begin trading on a split-adjusted basis at the commencement of trading today, January 10, 2023. The common stock shares will trade on the Nasdaq Capital Market under the same symbol "COMS" with a new CUSIP number, 205650401.

"We wish to thank our investors for their continued support as we work to refocus COMSovereign's operations. The approval of the reverse spilt under the Company's plan to maintain its Nasdaq listing and the replenishment of the Long-Term Incentive Plan are two important elements of our growth strategy. These developments, together with our ongoing refocusing efforts, better position us to realize the great potential we see ahead," stated David Knight, Chief Executive Officer and President of COMSovereign Holding Corp.

As per the results of the Company's annual meeting, the Board of Directors approved a 1-for-100 reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.001 per share. Every 100 shares of the Company's issued and outstanding common stock will automatically convert into one share of common stock without any change to the par value of $0.0001 per share. The amount of common stock outstanding will be reduced from approximately 266 million shares to approximately 2.66 million shares. Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of COMSovereign's outstanding stock options and warrants, as well as the applicable exercise price.

COMSovereign expects that the reverse stock split, which was approved by shareholders at its shareholder meeting on February 8, 2023, will increase the market price per share of the Company's common stock, bringing the Company into compliance with The Nasdaq Capital Market's $1.00 minimum bid price requirement. The Company intends to continue to pursue additional actions to satisfy the exchange's listing requirement including the filing of its 10-Q for the quarter ended September 31, 2022 before the end of February 2023.

Registered stockholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, and will not be required to take any action in connection with the reverse stock split.

No fractional shares will be issued in connection with the reverse stock split. Any fractional shares created as a result of the reverse stock split will be rounded up to the nearest whole share for each stockholder. The reverse stock split impacts all holders of COMSovereign's common stock proportionally and will not impact any shareholders' percentage ownership of common stock (except as to rounding up changes).

Additional information regarding the reverse stock split is available on the Form 8-K filed February 9, 2023, as well as in the Company's definitive proxy statement (Form DEF 14A) filed with the United States Securities and Exchange Commission on December 7, 2022. Any additional questions can be directed to the Company's transfer agent, ClearTrust, at (813) 235-4490 or www.cleartrustonline.com.

For more information about COMSovereign, please visit www.COMSovereign.com and connect with us on Facebook and Twitter.

About COMSovereign Holding Corp.

COMSovereign Holding Corp. (Nasdaq: COMS) has assembled a portfolio of communications technology companies that enhance connectivity across the entire data transmission spectrum. Through strategic acquisitions and organic research and development efforts, COMSovereign has become a U.S.-based communications provider able to provide 4G LTE Advanced and 5G telecom solutions to network operators and enterprises. For more information about COMSovereign, please visit www.COMSovereign.com.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as "believe," "expects," "may," "looks to," "will," "should," "plan," "intend," "on condition," "target," "see," "potential," "estimates," "preliminary," or "anticipates" or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Further information relating to factors that may impact the Company's results and forward-looking statements are disclosed in the Company's filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Steve Gersten, Director of Investor Relations
COMSovereign Holding Corp.
813-334-9745
investors@comsovereign.com

and

Media Relations for COMSovereign Holding Corp.:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net

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SOURCE COMSovereign Holding Corp.

FAQ

What is the purpose of COMSovereign's reverse stock split approved on February 10, 2023?

The reverse stock split aims to increase COMSovereign's stock price to comply with Nasdaq's minimum $1.00 bid requirement.

How will the reverse stock split affect existing shareholders of COMSovereign?

Shareholders will automatically receive post-split shares without any action required, with fractional shares rounded up.

When will COMSovereign's common stock begin trading on a split-adjusted basis?

Trading on a split-adjusted basis began on January 10, 2023.

What changes will occur to COMSovereign's outstanding stock options and warrants due to the reverse split?

The number of shares issuable upon exercise of options and warrants will be adjusted proportionally, along with the exercise price.

What was the outcome of COMSovereign's shareholder meeting on February 8, 2023?

The Board of Directors approved a 1-for-100 reverse stock split during the meeting.