COMSovereign : Modification to Rights of Security Holders - Form 8-K

Item 3.03 Material Modification to Rights of Security Holders.

On October 29, 2021, COMSovereign Holding Corp. (the "Company") issued 320,000 shares of the Company's designated 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"). The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol "COMSP".

Holders of the Series A Preferred Stock generally have no voting rights, except for limited voting rights, including if the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive). On May 25, 2022, the Company announced the suspension of cash dividends on the Series A Preferred Stock to preserve cash in order to fund the development and growth of the business. On November 18, 2023, we reached 18 monthly periods of dividend arrears. Therefore, the holders of shares of the Series A Preferred Stock will be entitled to vote at either (i) a special meeting called upon the written request of the holders of at least 25% of the Series A Preferred Stock or (ii) at our next annual meeting and each subsequent annual or special meeting of stockholders for the election of two additional directors to serve on our board of directors until all unpaid dividends with respect to the Series A Preferred Stock have been paid.

The foregoing description is not complete and is qualified in its entirety by the full terms of the Series A Preferred Stock as set forth in the Certificate of Designations. A copy of the Certificate of Designations is filed as Exhibit 3.2 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 26, 2021, and the information in the Certificate of Designations is incorporated into this Item 3.03 by reference.