Amended Current Report Filing (8-k/a)
10 Febbraio 2020 - 11:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): November 27, 2019
COMSOVEREIGN
HOLDING CORP.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
333-150332
|
|
46-5538504
|
|
(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
5000
Quorum Drive, Suite 400, Dallas, TX 75254
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 813-334-9745
Not
applicable
(Registrant’s
former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
|
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which
registered
|
|
None
|
|
N/A
|
|
N/A
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A is being filed by COMSovereign Holding Corp., formerly known as Drone Aviation Holding Corp. (the
“Company,” “we,” “us,” or “our”), to amend the Current
Report on Form 8-K we filed on December 4, 2019 (the “Original Report”) to provide the disclosures required
by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 9.01(a)(4). Except as provided
herein, the disclosures made in the Original Report remain unchanged.
|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
|
On
November 27, 2019, we entered into an Agreement and Plan of Merger dated as of November 27, 2019 (the “Merger Agreement”)
with ComSovereign Corp., a Delaware corporation (“ComSovereign”), and DACS Merger Sub, Inc., a Delaware corporation
and our wholly-owned subsidiary (“Merger Sub”). The transactions contemplated by the Merger Agreement were
consummated on November 27, 2019.
We
filed the Original Report describing the transactions contemplated by the Merger Agreement on December 4, 2019, and we are now
filing this amendment to include the historical financial statements and pro forma financial information required by Item 9.01
of Form 8-K.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(a) Financial
Statements of Business Acquired. The unaudited consolidated financial statements of ComSovereign as of September 30, 2019
and for the period from January 10, 2019 (inception) to September 30, 2019, and the accompanying notes to the unaudited
financial statements, are attached hereto as Exhibit 99.1 and are incorporated herein by reference thereto.
ComSovereign
was formed in January 2019 and there was no common ownership prior to acquisition among any of the businesses or entities acquired
by ComSovereign after formation in 2019. As a result, no audited or unaudited financial statements of such businesses or entities
as of any date or for any period in 2018 is required by Item 9.01 of Form 8-K.
(b) Pro-forma
Financial Information. The following information is attached hereto as Exhibit 99.2 and incorporated herein by reference
thereto:
|
|
(i)
|
Unaudited
Pro Forma Condensed Combined Financial Information of our company and ComSovereign as
of and for the nine months ended September 30, 2019.
|
|
|
(ii)
|
Notes
to the Unaudited Pro Forma Condensed Combined Financial Information.
|
(c) Exhibits.
SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
Date:
February 10, 2020
|
COMSOVEREIGN
HOLDING CORP.
|
|
|
|
|
|
|
By:
|
/s/
Brian T. Mihelich
|
|
|
|
Brian
T. Mihelich
|
|
|
|
Chief
Financial Officer
|
2
Grafico Azioni COMSovereign (CE) (USOTC:COMS)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni COMSovereign (CE) (USOTC:COMS)
Storico
Da Feb 2024 a Feb 2025
