Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 31, 2023, COMSovereign Holding Corp. (the "Company") filed a notice of late filing on Form 12b-25 with the Securities and Exchange Commission (the "SEC") to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K") would not be timely filed.

On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC.

On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the "Form 10-Q"), the Company is not in compliance with Nasdaq Listing Rules. The Company has until June 20, 2023 to submit to Nasdaq a plan to regain compliance with respect to these delinquent reports.

This notification has no immediate effect on the listing of the Company's securities on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended) to regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company is working diligently to complete the Form 10-K and intends to file the Form 10-K with the SEC as promptly as practicable. Once the Form 10-K has been filed, the Company intends to complete and file the Form 10-Q.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                 Description
99.1            Press release dated May 19, 2023 announcing the receipt of the Nasdaq
              notification letter.
104           Cover Page Interactive Data File (the cover page XBRL tags are embedded
              within the Inline XBRL document)




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