Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 16, 2020, ComSovereign Holding Corp. (the "Company") announced that,
on recommendation of the Corporate Governance & Nominating Committee, the Board
of Directors of the Company (the "Board") voted to expand the size of the Board
from six directors to seven directors and to elect Kay Kapoor to fill the
new position, effective on the date of closing (the "Closing Date") of the
Company's proposed public offering of common stock and warrants, until her
successor is duly elected and qualified or her earlier resignation or removal.
On November 11, 2020, Ms. Kapoor accepted such appointment, effective on the
Closing Date.
Ms. Kapoor has been determined to be independent under Nasdaq listing standards.
There are no arrangements or understandings between Ms. Kapoor and any other
persons pursuant to which she was selected as a director. Additionally, there
are no transactions involving the Company and Ms. Kapoor that the Company would
be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Kapoor will
be compensated for her service as a director consistent with the compensation
provided to other non-employee directors as described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020, filed with the
Securities and Exchange Commission on July 6, 2020.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the appointment of Ms. Kapoor is attached
hereto as Exhibit 99.1. Internet addresses in the release are for information
purposes only and are not intended to be hyperlinks to other information of the
Company.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, will not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or
the Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press Release dated November 16, 2020.
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