Securities Registration: Employee Benefit Plan (s-8)
23 Luglio 2021 - 12:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 22, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMSovereign Holding Corp.
(Exact name of registrant as specified in its charter)
Nevada
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46-5538504
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(State or other Jurisdiction
of Incorporation or Organization)
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(IRS Employer Identification No.)
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5000 Quorum Drive, Suite 400
Dallas, TX
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75254
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(Address of Principal Executive Offices)
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(zip code)
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COMSovereign Holding Corp. 2020 Long-Term Incentive
Plan
(Full title of the plans)
Kevin Sherlock
COMSovereign Holding Corp.
5000 Quorum Drive, Suite 400
Dallas, TX
(904) 834-4400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Eric M. Hellige, Esq
Pryor Cashman LLP
7 Times Square
New York, NY 10036
Tel: (212) 421-4100
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.
Large accelerated filer
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☐
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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
Title Of Securities To Be Registered(1)
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Amount
To Be
Registered
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
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Common Stock, $0.0001 par value (1)
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8,333,334
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$
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1.85
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$
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15,416,667.90
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$
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1,681.96
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Total:
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8,333,334
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$
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1.85
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$
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15,416,667.90
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$
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1,681.96
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(1)
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Represents Common Stock, $0.0001 par value (the “Common Stock”) issuable under the COMSovereign Holding Corp. 2020
Long-Term Incentive Plan.
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(2)
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Pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), the proposed maximum
offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration
fee, and are based on the average of the $1.91 high and $1.78 low sale prices of the Common Stock as quoted on the Nasdaq Capital Market
on July 19, 2021, which date is within five business days prior to filing this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee
plan annual information) will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”)
pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as
part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will
provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to
all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered
pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed with the Commission
are hereby incorporated by reference in this Registration Statement:
(a) The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 30, 2021.
(b) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 17, 2021.
(c) The
Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 30, 2021.
(d) The
Registrant’s Current Reports on Form 8-K filed with the Commission 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 and June 30, 2021 (other than portions of those documents furnished or not otherwise deemed to be filed).
(e) The
description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form S-1, filed with
the Commission on February 5, 2021, and any amendments or reports filed with the Commission for the purpose of updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Current Reports
on Form 8-K filed by the Registrant with the Commission that are identified in such forms as being incorporated into this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered
hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be part hereof from the date of filing such documents.
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Item 4.
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Description of Securities.
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Not applicable
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable
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Item 6.
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Indemnification of Directors and Officers.
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Our articles of incorporation provide that we
possess and may exercise all powers of indemnification of our officers, directors, employees, agents and other persons and our bylaws
also require us to indemnify our officers and directors as permitted under the provisions of the Nevada Revised Statutes. We also have
contractual indemnification obligations under our agreements with our directors and officers. The foregoing indemnification obligations
could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and
officers. These provisions and resultant costs may also discourage our Company from bringing a lawsuit against directors, officers and
employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders
against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and stockholders.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
The following exhibits are filed as part of this
Registration Statement:
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(a)
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The undersigned Registrant hereby undertakes:
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(1) To
file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration
Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration Statement;
(2) That,
for the purpose of determining any liability under the Securities Act, each such 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 that time shall be deemed to
be the initial bona fide offering thereof; and
(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.
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(b)
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The undersigned Registrant hereby further 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 that is incorporated by reference in the 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.
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(c)
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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 foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission 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.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Dallas, Texas on July 22, 2021.
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COMSovereign Holding Corp.
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By:
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/s/ Daniel L. Hodges
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Daniel L. Hodges
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Chief Executive Officer
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Each of the undersigned
members of the board of directors of the Registrant, hereby severally constitutes and appoints Daniel L. Hodges and Kevin Sherlock as
his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, each of them, 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 or she might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures
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Title
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Date
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/s/ Daniel L. Hodges
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Director and Chief Executive Officer
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Daniel L. Hodges
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(Principal Executive Officer)
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July 22, 2021
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/s/ Martin R. Wade III
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President and Chief Financial Officer
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Martin R. Wade III
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(Principal Financial Officer and Principal Accounting Officer)
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July 22, 2021
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/s/ David Aguilar
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David Aguilar
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Director
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July 22, 2021
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/s/ Richard Berman
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Richard Berman
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Director
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July 22, 2021
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/s/ Brent M. Davies
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Brent M. Davies
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Director
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July 22, 2021
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/s/ Kay Kapoor
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Kay Kapoor
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Director
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July 22, 2021
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/s/ James A. Marks
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James A. Marks
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Director
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July 22, 2021
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5
Grafico Azioni COMSovereign (CE) (USOTC:COMS)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni COMSovereign (CE) (USOTC:COMS)
Storico
Da Nov 2023 a Nov 2024