Item 8.01 Other Events.

COMSovereign Holding Corp. (the "Company") did not achieved the 50% quorum required to hold its 2022 Annual Meeting of Stockholders (the "Annual Meeting") scheduled for January 18, 2023, at 3:30 p.m., Eastern Time, in a virtual-only format at www.virtualshareholdermeeting.com/COMS2022. The Annual Meeting has been adjourned and rescheduled for Wednesday, February 8, 2023, at 3:30 p.m., Eastern Time, in a virtual-only format at www.virtualshareholdermeeting.com/COMS2022.

As previously disclosed, on November 29, 2022, the Company received a determination from the Nasdaq Hearings Panel (the "Panel") granting the Company's request for the continued listing of its common stock on the Capital Market tier of The Nasdaq Stock Market ("Nasdaq"), subject to the Company evidencing compliance with Nasdaq's minimum bid price and filing requirements, as set forth in Nasdaq Listing Rules 5550(a)(1) and 5250(c)(1), respectively, on or before February 2, 2023, and February 24, 2023, respectively, and certain other conditions.

Because the Company did not reach a quorum, the Annual Meeting could not conduct business on January 18, 2023, and the vote of the Reverse Stock Split Proposal (referred to as "Proposal 1") could not proceed in time for compliance with Nasdaq's minimum bid price requirement in Nasdaq Listing Rule 5550(a)(1) on or before February 2, 2023. The Panel granted the Company's request for an extension to obtain stockholder approval of the Reverse Stock Split Proposal on February 8, 2023, and to demonstrate compliance with Listing Rule 5550(a)(2) by February 24, 2023. There can be no assurances, however, that the Company will be able to do so.

On January 18, 2023, the Company issued a press release entitled "COMSovereign Issues CEO Letter Regarding Adjournment of Annual Meeting of Stockholders and Reminder to Vote." A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under this Item 8.01, including Exhibit 99.1, is deemed "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished pursuant to this Item 8.01 and the accompanying Exhibit 99.1 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," "expect," "may," "looks to," "will," "should," "could," "continue," "anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary," "project," "seek," "plan," "looks to," "on condition," "target," "potential," "guidance," "outlook" or "trend," or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances, or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 (particularly in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in our other filings with the SEC. There may be other factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty regarding the COVID-19 virus and the impact it may have on our operations, the demand for our products or services, global supply chains and economic activity in general. We do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the SEC. The forward-looking statements contained in this report are made as of the date of this report, and we disclaim 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.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit
Number    Description

99.1        Press Release, dated January 18, 2023, entitled "COMSovereign Issues
          CEO Letter."
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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