COMSovereign Files Form S-3 Mixed "Shelf" Registration with Securities and Exchange Commission

Rhea-AI Summary

COMSovereign Holding Corp. (NASDAQ: COMS) has filed a mixed shelf registration statement on Form S-3 with the SEC, granting the company the ability to sell up to $65 million in securities over the next three years. This move is intended to provide financial flexibility for growth and debt management without issuing common equity at current share prices. The registration statement awaits SEC effectiveness, after which terms of future offerings will be specified.

Positive

• Filed mixed shelf registration to sell up to $65 million in securities.
• Enhances financial flexibility for growth and debt reduction.
• Focus on non-dilutive capital raising strategies.

Negative

• None.

DALLAS, Sept. 3, 2021 /PRNewswire/ -- COMSovereign Holding Corp. (NASDAQ: COMS) ("COMSovereign" or the "Company"), a U.S.-based developer of 4G LTE Advanced and 5G Communication Systems and Solutions, today announced the filing of a mixed shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). Once declared effective by the SEC, the shelf registration statement will allow the Company to sell up to $65 million of various types of securities over the next three years.

"Over the course of this year, COMSovereign has been executing against an aggressive growth plan and achieved several technological and production milestones as it delivers on the promises of 'Made in the USA' 4G LTE, 5G and aerial communications platforms designed for public and private network operators and the military. With the filing of this mixed shelf, we gain important financial flexibility and access to additional forms of growth capital, especially non-dilutive instruments, as we do not plan to issue common equity at the current share price levels. Furthermore, with this mixed shelf, we have the capability to secure capital as needed to invest in our growth, pay down any incurred debt as it makes sense, and protect shareholder value," said Dan Hodges, Chairman and CEO of COMSovereign Holding Corp.

The shelf registration statement relating to the securities has been filed with the SEC but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the shelf registration statement becomes effective under the Securities Act of 1933, as amended. Once declared effective by the SEC, the shelf registration statement will be in effect for a period of three years, or such shorter period that the securities registered under the shelf registration statement have been issued or sold.

The specifics of any future offering, along with the prices and terms of any such securities and the use of proceeds of a particular offering, will be determined at the time of any such offering and will be described in a prospectus supplement filed in connection with such offering. Any offering of the securities will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the preliminary prospectus included in the registration statement may be obtained on the SEC's website at www.sec.gov.

About COMSovereign Holding Corp.
COMSovereign Holding Corp. (Nasdaq: COMS) has assembled a portfolio of communications technology companies that enhance connectivity across the entire network. By combining strategic acquisitions with organic research and development efforts, COMSovereign has built a U.S.-based communications solution provider able to deliver end-to-end 4G LTE Advanced and 5G-NR telecom solutions to network operators, enterprises, and governments. 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. Moreover, forward-looking statements in this release include, but are not limited to, the impact of the current COVID-19 pandemic, which may limit access to the Company's facilities, customers, management, support staff, and professional advisors, and to develop and deliver advanced voice and data communications systems, demand for the Company's products and services, the availability of parts and components for the manufacture of products, economic conditions in the U.S. and worldwide, and the Company's ability to recruit and retain management, technical, and sales personnel. Further information relating to factors that may impact the Company's results and forward-looking statements are disclosed in the Company's filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

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

External Investor Relations:
Chris Tyson, Executive Vice President
MZ Group - MZ North America
949-491-8235
COMS@mzgroup.us
www.mzgroup.us

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 significance of COMSovereign's mixed shelf registration filed on September 3, 2021?

The mixed shelf registration allows COMSovereign to raise up to $65 million over three years, enhancing financial flexibility for growth without diluting current shareholders.

How will COMSovereign use the proceeds from the mixed shelf registration?

The proceeds may be used for growth initiatives, debt repayment, and maintaining shareholder value.

When will COMSovereign be able to sell securities under the mixed shelf registration?

Securities can be sold once the registration statement becomes effective with the SEC.

What types of securities can COMSovereign sell under the mixed shelf registration?

The company can sell various types of securities, the specifics of which will be detailed in future offerings.

Is COMSovereign planning to issue common equity currently?

No, COMSovereign does not plan to issue common equity at current share price levels.