8-K
filed February 9, 2023, 6:59 PM ET
CIK 0001178727
other
confidence high
sentiment negative
materiality 0.60
COMSovereign approves 1-for-100 reverse stock split to meet Nasdaq $1 bid
COMSovereign Holding Corp.
- Shareholders approved all four proposals at Feb 8, 2023 annual meeting.
- Reverse stock split 1:100 effective Feb 9, 2023; shares reduce from ~266M to ~2.66M.
- Purpose is to regain compliance with Nasdaq $1.00 minimum bid price requirement.
- LTIP share increase of 30M pre-split shares approved; directors reelected.
- No fractional shares issued; fractional interests rounded up to whole shares.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMSovereign Holding Corp.: Approved and adopted a Certificate of Amendment to the Amended and Restated Articles of Incorporation to effect a 1-for-100 reverse stock split (effective 2023-02-09).
- Change
- charter amendment
- Effective
- 2023-02-09
Exact text from the filing
On February 8, 2023, the Board of the Company set the reverse stock split ratio at one-for-one hundred, and approved and adopted a Certificate of Amendment to our Amended and Restated Articles of Incorporation which becomes effective at 11:59 p.m. Eastern Time on February 9, 2023, to effect the reverse stock split.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
COMSovereign Holding Corp. shareholders approved Election of Directors at the 2023-02-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-02-08
Exact text from the filing
Proposal 3: Election of Directors The following four individuals were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified. There were 21,436,855 broker Non-votes. For Withheld Richard J. Berman 53,192,475 10,890,909 Kay Kapoor 54,023,655 10,059,729 James A. Marks 53,829,459 10,253,925 David A. Knight 54,935,011 9,148,373
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
COMSovereign Holding Corp. shareholders approved Ratification of Appointment of Marcum LLP as Independent Registered Public Accounting Firm at the 2023-02-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-02-08
Exact text from the filing
Proposal 4: Ratification of Appointment of Marcum LLP The stockholders ratified the appointment of Marcum LLP as our independent registered public accounting firm. No broker Non-votes are counted. For Against Abstain Total Shares Voted 80,607,023 4,019,591 893,625
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
COMSovereign Holding Corp. shareholders approved Approval of Amendment to the 2020 Long-Term Incentive Plan at the 2023-02-08 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-02-08
Exact text from the filing
Proposal 2: Approval of Amendment to the 2020 Long-Term Incentive Plan The stockholders approved an amendment to the Company’s 2020 Long-Term Incentive Plan, or the 2020 Plan, to increase the number of shares of common stock authorized for issuance under the 2020 Plan by 30,000,000 shares on a pre-reverse stock split basis. There were 21,436,855 broker Non-votes. For Against Abstain Total Shares Voted 40,163,390 23,470,697 449,297
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
COMSovereign Holding Corp. shareholders approved Approval of Reverse Stock Split Proposal at the 2023-02-08 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-02-08
Exact text from the filing
Proposal 1: Approval of Reverse Stock Split Proposal The stockholders approved the proposal to authorize the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our Articles of Incorporation, to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined by the Board, ranging from one-for-seventy-five to one-for-two hundred twenty-five. No broker Non-votes are counted. For Against Abstain Total Shares Voted 73,367,453 10,876,568 1,276,218
View on SEC.gov
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