COMSovereign Holding Corp. - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No.

(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

, , ,
(Address of principal executive office)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
		The Stock Market LLC
		The Stock Market LLC
		The Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
	☒	Smaller reporting company
		Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of January 8, 2024, there were shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022.	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the Three and Six Months Ended June 30, 2023 and 2022.	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022.	4 – 5

	Notes to the Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Default Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

	Signatures	34

PART I. FINANCIAL INFORMATION

ITEM 1: Financial Statements

COMSOVEREIGN HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
(Amounts in thousands, except share and per share data)	2023			2022
	(unaudited)
Assets
Current assets:
Cash	$			$
Accounts receivable, net
Inventory, net
Prepaid expenses
Note and obligation receivable - current
Other current assets
Assets held for sale - current		-
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Note and obligation receivable - long-term
Assets held for sale - long-term		-
Total assets	$			$

Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$			$
Accrued interest
Accrued liabilities
Accrued payroll
Contract liabilities - current
Accrued warranty liability - current
Operating lease liabilities - current
Note payable - related party
Debt - current, net of unamortized discounts and debt issuance costs
Liabilities held for sale - current		-
Total current liabilities
Debt - long-term
Contract liabilities - long-term
Operating lease liabilities - long-term
Liabilities held for sale - long-term		-
Total liabilities

Commitments and contingencies (Note 17)
Stockholders’ Deficiency
Preferred stock, $ par value, shares authorized; Series A Cumulative Redeemable Perpetual Preferred Stock, shares designated, shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		-			-
Common stock, $ par value, shares authorized; and shares issued and and shares outstanding as of June 30, 2023 and December 31, 2022, respectively		-			-
Additional paid-in capital
Treasury stock, at cost, shares as of June 30, 2023 and December 31, 2022		(	)		(	)
Accumulated deficit		(	)		(	)
Accumulated other comprehensive income
Total Stockholders’ Deficiency		(	)		(	)
Total Liabilities and Stockholders’ Deficiency	$			$

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMSOVEREIGN HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Amounts in thousands, except share and per share data)	2023			2022			2023			2022

Revenue	$			$			$			$
Cost of goods sold
Gross profit (loss)					(	)					(	)
Operating expenses
Research and development ⁽¹⁾
Sales and marketing ⁽¹⁾		-						-
General and administrative ⁽¹⁾
Depreciation and amortization
Impairment		-
Loss (gain) on sales (ID, DWXC, SKS) ⁽²⁾		-						(	)
Loss on lease abandonment		-						-
Gain on the sale of assets		-			-			-			(	)
Total operating expenses, net
Income (loss) from operations					(	)		(	)		(	)
Other expense
Interest expense		(	)		(	)		(	)		(	)
Other expense		(	)		-			(	)		-
Loss on extinguishment of debt		-			(	)		-			(	)
Loss on inducement of debt conversions		-			-			(	)		-
Foreign currency transaction loss		-			(	)		-			(	)
Total other expense		(	)		(	)		(	)		(	)
Income (loss) from continuing operations					(	)		(	)		(	)
Income from discontinued operations, net of tax		-						-
Net income (loss)					(	)		(	)		(	)
Dividend on preferred stock		(	)		(	)		(	)		(	)
Net income (loss) attributable to common stockholders	$			$	(	)	$	(	)	$	(	)
Net income (loss) per share
- Basic and diluted from continuing operations	$			$	(	)	$	(	)	$	(	)
- Basic and diluted from discontinued operations	$	-		$			$	-		$

Weighted average number of common shares outstanding
- Basic and diluted

⁽¹⁾

⁽²⁾

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMSOVEREIGN HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Accumulated

Additional

Other

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Treasury Stock

Accumulated

Stockholders’

(Amounts in thousands, except share data)

Amount

Capital

Income

Amount

Deficit

Deficiency

Balance - January 1, 2023

(

)

(

)

(

)

Issuance of common stock for conversion of debt

Round ups pursuant to the reverse split

Preferred dividend

(

)

(

)

Share-based compensation

Net loss

(

)

(

)

Balance - March 31, 2023

(

)

(

)

(

)

Issuance of common stock for the debt placement agent

Preferred dividend

(

)

(

)

Share-based compensation

Net income

Balance - June 30, 2023

(

)

(

)

(

)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Accumulated

Additional

Other

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Treasury Stock

Accumulated

Stockholders’

(Amounts in thousands, except share data)

Amount

Capital

Income

Amount

Deficit

Equity

Balance - January 1, 2022

(

)

(

)

Issuance of common stock for conversion of debt

Issuance of common stock for exercise of options

Preferred dividend

(

)

(

)

Share-based compensation

Net income

Balance - March 31, 2022

(

)

(

)

Issuance of common stock for conversion of debt

Issuance of common stock for the debt placement agent

Preferred dividend

(

)

(

)

Share-based compensation

Net loss

(

)

(

)

Balance - June 30, 2022

(

)

(

)

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMSOVEREIGN HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six Months Ended
	June 30,
(Amounts in thousands, except share data)	2023			2022

Cash Flows From Operating Activities:
Net loss	$	(	)	$	(	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from discontinued operations, net of tax		-			(	)
Depreciation
Amortization
Impairment
Non-cash rent expense
Bad debt expense		-
(Gain) loss on sales (ID, DWXC, SKS) ⁽¹⁾		(	)
Loss on lease abandonment		-
Gain on the sale of assets		-			(	)
Share-based compensation
Amortization of debt discounts
Default interest charge		-
Loss on extinguishment of debt		-
Loss on inducement of debt conversions					-
Changes in operating assets and liabilities:
Accounts receivable, net					(	)
Inventory, net
Prepaid expenses					(	)
Other assets
Note receivable		-			(	)
Accounts payable
Accrued interest
Accrued liabilities
Contract liabilities		(	)
Operating lease liabilities		(	)		(	)
Related party notes		-			(	)
Other current liabilities
Total Adjustments
Net Cash Used In Operating Activities		(	)		(	)
Cash Flows From Investing Activities:
Proceeds from sale of SKS ⁽¹⁾					-
Proceeds from building sale, net of transaction costs		-
Purchases of property and equipment		-			(	)
Net Cash Provided By Investing Activities
Cash Flows From Financing Activities:
Proceeds from issuance of related party note		-
Proceeds from issuance of debt
Preferred stock dividend		-			(	)
Debt issuance costs		-
Repayment of debt		-			(	)
Net Cash Provided By (Used In) Financing Activities					(	)
Cash Flows Provided by Discontinued Operations		-
Net Increase (Decrease) In Cash					(	)
Cash - Beginning of Period
Cash - End of Period	$			$

⁽¹⁾

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMSOVEREIGN HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

(unaudited)

	For the Six Months Ended
	June 30,
(Amounts in thousands, except share data)	2023		2022

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
Interest	$		$
Non-cash investing and financing activities:
Issuance of common stock for debt placement agent	$		$
Accrual of preferred dividends not paid yet	$		$
Reclassification of assets and liabilities held for sale	$		$	-
Conversion of interest and penalty fees into debt	$		$	-
Issuance of common stock for conversions of debt and interest	$		$
Recognition of operating lease right-of-use asset and liability	$		$
Prepaid deposits transferred to inventory	$	-	$

The accompanying notes are an integral part of the condensed consolidated financial statements.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

million in a secured note with interest of % and a maturity date of . The results of Sovereign Plastics are reflected in the accompanying statements of operations for the three and six months ended June 30, 2022 as income from discontinued operations, net of tax (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for additional information).

million. Accordingly, assets and liabilities of Sky Sapience are reflected in the accompanying condensed consolidated balance sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 –Discontinued Operations and Assets and Liabilities Held for Sale for additional information).

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

million in a secured note with interest of % and a maturity date of . As a result of the sale, in the second quarter of 2022, the Company recognized a $ million gain on the sale of Sovereign Plastics which was included in “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss for the period ended June 30, 2022. See Note 12 – Note and Obligation Receivable for additional information.

Sky Sapience Ltd.

Sky Sapience was acquired on February 25, 2021 and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

million. The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that had a major effect on the Company’s operations (the Company will continue to be in the drone business).

Inventory, net Prepaid and deferred expenses Other current assets Assets held for sale - current Property and equipment, net Operating lease right-of-use assets Intangible assets, net Goodwill Assets held for sale - long-term Total assets held for sale $ Liabilities Accounts payable $ Accrued liabilities Accrued payroll Contract liabilities - current Operating lease liabilities - current Liabilities held for sale - current Operating lease liabilities - long-term Liabilities held for sale - long-term Total liabilities held for sale $

Upon the completion of the sale of SKS during the first quarter of 2023, the Company recorded a gain on sale of $ million which consisted of total liabilities assumed of $ million, an obligation receivable of $ million, and cash proceeds of $ million, partially offset by total assets acquired of $ million and closing costs in connection with the sale to a consultant of $ million. See Note 12 – Note and Obligation Receivable.

million and had an accumulated deficit of $ million and a working capital deficit of $ million. These factors raise substantial doubt about our ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 21 – Subsequent Events – Debt and Equity Developments), the Company presently only has enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of the Company’s limited cash availability, its operations have been scaled back to the extent possible (see Note 19 – Other Business Developments – Business Developments). Management continues to explore opportunities with third parties and related parties; however, it has not entered into any agreement to provide the necessary additional capital, except as disclosed herein.

The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code. Determining the extent to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by the Company. The Company makes assumptions that management’s plans will be effectively implemented but may not alleviate substantial doubt and its ability to continue as a going concern.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

$ $ $ Drones - Support & maintenance Consulting - - Optic repairs - - Software - - - Total revenue $ $ $ $

$ $ $ Services and products transferred over time Total revenue $ $ $ $

The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

$ $ $ Services Total revenue $ $ $ $

$ $ $ International - Total revenue $ $ $ $

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

New invoices not yet earned Revenue earned ( ) Balance at June 30, 2023  $

Of the $ million contract balance as of December 31, 2022, $ million was recognized as revenue during the six months ended June 30, 2023, resulting in the remaining contract balance of $ million, which will be recognized as revenue when the Company meets the performance obligation, the timing of which is uncertain at this time.

Warrants Convertible notes⁽¹⁾

of restricted cash was released upon the sale of a building (see Note 11 – Property and Equipment, Net for additional information related to the sale of the building). The remaining $ was released upon the abandonment of overseas equipment leases and $ was transferred in the sale of Sky Sapience.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

$ Less: allowance for doubtful accounts () () Total accounts receivable, net $ $

The Company had no bad debt expense during the three and six months ended June 30, 2023, compared to $ thousand and $ thousand for the three and six months ended June 30, 2022, respectively.

$ Work in progress Finished goods Total inventory Reserve () () Total inventory, net $ $

$ Prepaid rent and security deposit Total prepaid expenses $ $

Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of June 30, 2023 and December 31, 2022, prepaid products and services were comprised of deposits for radio inventory of $ million.

$ Computers and electronics Office furniture and fixtures Leasehold improvements Total property and equipment Less: accumulated depreciation () () Total property and equipment, net $ $

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

million and $ million, respectively, in investments in capital expenditures.

On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $ million in cash. The Tucson Building had a carrying value of $ million, including the $ million cost basis of the building, the $ million cost basis of the land, and the $ million related to building improvements, partially offset by $ million of accumulated depreciation. The Company recognized an $ million gain on sale of assets, which is net of $ million of related transaction costs. See Note 13 – Leases for additional information about the subsequent leaseback of the office building.

During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – Leases and Note 19 – Other Business Developments for additional information):

	a)	Abandonment of Tucson Building lease – gross assets of $ million with a net book value of $ million on February 1, 2022;

	b)	Sale of DragonWave-X Canada, Inc. assets – gross assets of $ million with a net book value of $ million on May 23, 2022; and

Transfer of Innovation Digital, LLC assets – gross assets of $ million with a net book value of $ million on June 23, 2022.

The Company recognized $ million and $ million, respectively, of depreciation expense for the three and six months ended June 30, 2023, compared to $ million and $ million, respectively, for the three and six months ended June 30, 2022.

million in a secured note with interest of % and a maturity date of . The payment schedule of the note is as follows: $ million was due on May 31, 2023, $ million is due on May 31, 2024, and $ million is due on May 31, 2025. While management remains confident of collection, the payment due on May 31, 2023 hasn’t been collected to date. As of June 30, 2023, the note receivable of $ million and accrued interest in aggregate of $ million is included on the condensed consolidated balance sheet.

On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. The consideration included a $ million obligation receivable, which is due March 20, 2025.

See Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale for more information on the sales of Sovereign Plastics and Sky Sapience.

	June 30,	December 31,
(Amounts in thousands)	2023	2022
Operating lease ROU assets	$	$
Operating lease liability	$	$

$ $ $ Short-term lease cost $ $ $ $ Right-of-use assets obtained in exchange for lease obligations Operating leases $ $- $ $ Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ $ $ $

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

Weighted average discount rate % %

2024 2025 2026 2027 Thereafter Total minimum lease payments Less: effect of discounting () Present value of future minimum lease payments Less: current obligations under leases () Long-term lease obligations $

$ % $ % Secured senior convertible note payable B % % Secured note payable C % % Secured note payable D % % Secured note payable E % % Secured note payable F % % Secured note payable G - - SBA loan H % % Total secured notes payable Unsecured Notes Payable Note payable - related party I % % Note payable J % % Note payable K % - - Note payable L % - - Total notes payable Unsecured Convertible Notes Payable Convertible note payable M % % Total convertible notes payable Total debt Less: unamortized discounts and debt issuance costs () () Total long-term debt, less discounts and debt issuance costs Less: current portion of debt () () Long-term portion of debt $ $

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

of penalties and interest were capitalized into principal during the six months ended June 30, 2023 as a result of annual compounding.

For Note F, on March 14, 2023, the Company amended Note F to extend the maturity date to with an interest rate of % and the ability to convert principal and interest into shares of the Company’s common stock at a % discount to the closing price on which the conversion is elected effective September 15, 2023. In addition, the note became secured with a second priority security interest on the assets of its Lighter Than Air Systems Corp. (d/b/a Drone Aviation Corp) business and agreed to extend the term of the advisory agreement pursuant to the original note for an additional and issue an additional shares of the Company’s common stock per year while the note is outstanding. On April 13, 2023, the Company issued shares of the Company’s common stock with a grant date value of $ to the advisor pursuant to the terms of the advisory agreement as consideration for their services.

For Note K, on January 17, 2023, the Company sold an unsecured promissory note in the principal amount of $, which was due on or before July 30, 2023. Of the $ of proceeds from the first note, usage of $ is restricted to make interest payments due to certain holders of Note M. The note becomes immediately due and payable if the Company raises at least $ million in an equity or debt offering and will accrue % interest per annum, which increases to % per annum if the note isn’t repaid by the maturity date. The issuance of a second note (Note L) made the principal and accrued interest of both notes convertible if they aren’t repaid by the maturity date and the conversion price will equal % of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $ per share. The Company did not repay the note on maturity and therefore the note became convertible as of the maturity date and is in default.

For Note L, on February 1, 2023, the Company sold an unsecured promissory note in the principal amount of $, which was due on or before August 1, 2023. The note becomes immediately due and payable if the Company raises at least $ million in an equity or debt offering and accrues % interest per annum, which increases to % per annum if the note isn’t repaid by the maturity date. The issuance of this note made the principal and accrued interest of Note K convertible if they aren’t repaid by the maturity date and the conversion price will equal % of the closing market price of the common stock on the day that the holder elects to convert the note(s), subject to a floor price of $ per share. The Company did not repay the note on maturity and therefore the note became convertible as of the maturity date and is in default.

For Note M, on May 24, 2022, the Company received notice from counsel for holders of $ million of convertible promissory notes issued in connection with the acquisition of FastBack that the Company had failed to file its Annual Report on Form 10-K in a timely manner, as required by the terms of the convertible promissory notes. While the note holders have the right to accelerate the maturity of the principal, the notice simply indicated that the holders were reserving their rights. On January 20, 2023, the Company paid cash for interest in the amount of $. In addition, during January 2023, pursuant to a limited time offer, certain note holders agreed to amend their note and convert an aggregate of $ million principal of their notes and $ million of accrued interest into shares of the Company’s common stock pursuant to a limited time offer for conversions at a discounted rate of % of the closing market price of the Company’s common stock on the day special conversion notices were received. As a result of the conversions, which were recorded using inducement accounting, the Company recognized a $ million loss on inducement of debt conversions, which is included in income from continuing operations in the income statement, which represents the fair value of the shares of common stock issued pursuant to the limited time offer, less the fair value of the shares of common stock that would have been issuable pursuant to the original terms of the convertible notes. Interest is being accrued at the % default rate during 2023.

Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness.

All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default.

2024 2025 - 2026 - 2027 - Thereafter - Total $

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented.

Dividends

During the three and six months ended June 30, 2023, the Company recorded $ and $, respectively, of dividends paid or payable to the holders of the % Series A Preferred Stock, compared to $ and $ for the three and six months ended June 30, 2022.

On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $ per month. The total arrearage on the date of filing for the accrued dividends is approximately $.

Common Stock

During the six months ended June 30, 2023, the Company issued an aggregate of shares of common stock for conversions of debt and interest (see Note 14 – Debt for additional information), issued shares of common stock upon the round-up of common shares pursuant to the 1-for-100 reverse stock split effective February 10, 2023 and issued shares of common stock to a debt placement agent with a grant date value of $ as consideration for services.

During the six months ended June 30, 2022, the Company issued an aggregate of shares of common stock with a fair value of $ million for conversions of debt and interest, issued shares of common stock for gross proceeds of $ upon the exercise of options, and issued shares of common stock to a debt placement agent as consideration for services with a grant date value of $.

$ Granted - - Forfeited - - Vested () RSA’s non-vested - June 30, 2023 - $-

During the three and six months ended June 30, 2023, the Company recognized $ and $ of share-based compensation expense associated with restricted stock awards, respectively. During the three and six months ended June 30, 2022, the Company recognized $ and $, respectively, of share-based compensation expense associated with restricted stock awards. Compensation expense related to restricted stock awards is recorded in general and administrative expense in the condensed consolidated statement of operations. As of June 30, 2023, there was no unrecognized stock-based compensation expense related to restricted stock awards.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

$ Exercised - - Cancelled or Expired ( ) Outstanding - June 30, 2023 $ $ - Exercisable - June 30, 2023 $ $ -

- $ - - - $ - $ $ - $ - - - $ - $ $ - $ - - - $ - $ $ - $

The Company recognized $ and $ of share-based compensation expense related to options for the three and six months ended June 30, 2023, respectively, compared to $ and $ for the three and six months ended June 30, 2022, respectively. Compensation expense related to stock options is recorded in general and administrative expense in the condensed consolidated statement of operations. At June 30, 2023, the Company had $ of unrecognized compensation expense related to options, which will be recognized over the weighted average remaining vesting period of years.

in severance and $ in damages for her options. The Company filed an answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $ million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

million in damages, which includes a claim for $ million of foregone profit. The Company had received $ million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $ million in accrued liabilities in the condensed consolidated balance sheet as of June 30, 2023.

On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $ of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement and the action was dismissed on or about January 9, 2023.

On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit.

On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $ he purchased an % promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit.

On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $, which was fully accrued as of June 30, 2023.

On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly disputes plaintiff’s allegations and intends to vigorously defend the lawsuit.

On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $ and post-judgment interest at %. As of June 30, 2023, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against the Company’s banking accounts and has received approximately $ in cash through the date of this filing.

On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $ which remains unpaid as of the date of this filing. As of June 30, 2023, the Company accrued for the full amount of the judgment in accrued liabilities on the condensed consolidated balance sheet.

See Note 21 – Subsequent Events – Litigation, Claims and Contingencies Developments for post-June 30, 2023 developments.

% of the Company’s total trade accounts receivable, and none of these balances were characterized as uncollectible.

In addition, for the three months ended June 30, 2023, revenue from one customer individually exceeded % of revenue and comprised approximately % of the Company’s total revenue, compared to three customers that comprised approximately % of the Company’s total revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, revenue from one customers individually exceeded % of revenue and comprised approximately 84% of the Company’s total revenue compared to customer that comprised approximately % of the Company’s total revenue during the six months ended June 30, 2022. At June 30, 2023 and 2022, no account payables from vendors accounted for % or more of the Company’s total expenses.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $ for a minimum of ten (10) consecutive trading days during the grace period by implementing a reverse stock split of our outstanding common stock on February 10, 2023.

On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $ minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”).

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with 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. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company had not filed its Form 10-K for the year ended December 31, 2022, and has not filed the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained.

If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and % Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and % Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market.

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s % Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $ million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $ million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.

Business Developments

In January 2023, the Company idled the employees of RF Engineering & Energy Resource, LLC.

COMSOVEREIGN HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

$ Net loss from continuing operations $() $() $()

Net loss from continuing operations – basic and diluted per share

$() $() $()

to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $ loan, due December 31, 2024, with eight per cent (%) interest, secured by the software license. The holder may convert all or a portion of the note at any time into shares of the Company’s common stock at the closing price on which the conversion is elected or into bridge financing with identical terms as such bridge financing or offering.

Nasdaq Compliance Developments

On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. As a result, the Company is required to present its views of the deficiency to the Panel in writing no later than December 22, 2023.

On December 12, 2023, the Company received notice from Nasdaq indicating that the Staff had determined that an additional basis exists to delist the Company’s securities because the Company reported stockholders’ equity of less than $ in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is the minimum requirement set forth in Nasdaq Listing Rule 5550(b)(1), and did not otherwise satisfy the alternative minimum requirements for market value of listed securities or net income from continuing operations.

The Company previously requested and was granted a hearing before the Nasdaq Hearings Panel (the “Panel”), as well as a further stay of any suspension action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing. At the hearing, the Company intends to present its plan to regain compliance with all applicable continued listing criteria and request an extension to do so. If the Panel denies the Company’s request for continued listing or if the Company is unable to evidence compliance within any extension of time that may be granted by the Panel, Nasdaq will provide written notification that the Company’s securities will be delisted and, as such, there can be no assurance that the Company will be able to maintain the listing of its securities on Nasdaq.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context requires otherwise, references in this Quarterly Report to “Company, “we”, “us” and “our” refer to the COMSovereign Holding Corp. and its subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Item 2. Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations,” contains “forward-looking statements” that represent our beliefs, projections and predictions about future events. From time to time in the future, we may make additional forward-looking statements in presentations, at conferences, in press releases, in other reports and filings and otherwise. Forward-looking statements are all statements other than statements of historical fact, including statements that refer to plans, intentions, objectives, goals, targets, strategies, hopes, beliefs, projections, prospects, expectations or other characterizations of future events or performance, and assumptions underlying the foregoing. The words “may,” “could,” “should,” “would,” “will,” “project,” “intend,” “continue,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “plan,” “potential,” “opportunity,” “scheduled,” “goal,” “target,” and “future,” variations of such words, and other comparable terminology and similar expressions and references to future periods are often, but not always, used to identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Readers should carefully review the risk factors included under “Item 1A. Risk Factors” that are included in our fiscal 2022 Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission (the “SEC”) on December 7, 2023.

Overview of Business; Operating Environment and Key Factors Impacting Our Operating Results

The following MD&A is intended to help readers understand the results of our operations and financial condition and is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes (“Notes”) in Part 1 of this Quarterly Report on Form 10-Q.

Growth and percentage comparisons made herein generally refer to the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, unless otherwise indicated.

Business Overview

We are a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market. We believe we are in a unique position to rapidly increase our near-term domestic sales as we are among the few U.S. based providers of telecommunications equipment and services.

We provide the following categories of product offerings and solutions to our customers:

●

Wireless Transport Solutions. We offer a line of high-capacity packet microwave solutions that drive next-generation intellectual property (“IP”) networks. Our carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data. Our solutions enable service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of our product portfolio is wireless network transport, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased-line replacement, last mile fiber extension and enterprise networks.

●

Edge Compute Capable 4G LTE and 5G Network in a Box. We offer both 4G/LTE and 5G New Radio (“NR”) based Network in a Box capable of connecting to other access radios or directly to mobile devices such as mobile phones and other Internet-of-things devices. The all-in-one mobile networks support edge-based application hosting and enable third-party service integration.

●

Tethered Drones and Aerostats. We design, manufacture, sell and provide logistical services for specialized tethered aerial monitoring and communications platforms serving national defense and security customers for use in applications such as intelligence, surveillance, and reconnaissance (“ISR”) and tactical communications. We focus primarily on a suite of tethered aerostats known as the Winch Aerostat Small Platform, which are principally designed for military and security applications and provide secure and reliable aerial monitoring for extended durations while being tethered to the ground via a high-strength armored tether.

We are also developing processes that we believe will significantly advance the state-of-the-art in silicon photonic (“SiP”) devices for use in advanced data interconnects, communication networks and computing systems. We believe our novel approach will allow us to overcome the limitations of current SiP optical modulators, dramatically increase computing bandwidth, and reduce drive power while offering lower operating costs. In addition, we are seeking to leverage our AI capabilities in our Non-Line of Sight (NLOS) unlicensed radio enhancing and extending these capabilities to further support our customers’ environments while expanding and extending our footprint of AI capabilities through new partnerships.

Our engineering and management teams have extensive experience in optical systems and networking, digital signal processing, large-scale application-specific integrated circuit design and verification, SiP design and integration, system software development, hardware design, high-speed electronics design and network planning, installation, maintenance, and servicing. We believe this broad expertise in a wide range of advanced technologies, methodologies, and processes enhances our innovation, design and development capabilities, and has enabled us, and we believe will continue to enable us, to develop and introduce future-generation communications and computing technologies. In the course of our product development cycles, we engage with our customers as they design their current and next-generation network equipment in order to gauge current and future market needs.

Our Business

Our CORE business is comprised of the following products:

●

Licensed Microwave (formerly operated as DragonWave-X LLC). DragonWave-X, LLC and its operating subsidiaries, DragonWave Corp. and DragonWave-X Canada, Inc. (collectively, “DragonWave”)), are a manufacturer of high-capacity microwave and millimeter wave point-to-point telecom backhaul radio units. DragonWave and its predecessor have been selling telecom backhaul radios since 2012 and its microwave radios have been installed in over 330,000 locations in more than 100 countries worldwide. According to a report of the U.S. Federal Communications Commission, as of December 2019, DragonWave was the second largest provider of licensed point-to-point microwave backhaul radios in North America. DragonWave was acquired by ComSovereign in April 2019 prior to the ComSovereign Acquisition. On May 23, 2022, the Company sold the assets of DragonWave’s Canadian subsidiary, and transferred the related employees and assigned the Canadian lease of DragonWave’s Canadian subsidiary, to a third party.

●

4G and 5G Edge Compute (formerly Virtual NetCom, LLC). Virtual NetCom, LLC (“VNC”)) is an edge compute focused wireless telecommunications technology developer and equipment manufacturer of both 4G LTE Advanced and 5G NR capable radio equipment. VNC designs, develops, manufactures, markets, and supports a line of network products for wireless network operators, mobile virtual network operators, cable TV system operators, and government and business enterprises that enable new sources of revenue, and reduce capital and operating expenses. We acquired the product (formerly VNC) in July 2020.

●

Unlicensed Microwave (formerly FastBack). Skyline Partners Technology LLC, which conducted business under the name Fastback Networks (“Fastback”)), is a manufacturer of intelligent backhaul radio (“IBR”) systems that deliver high-performance wireless connectivity to virtually any location, including those challenged by Non-Line of Sight limitations. Fastback’s advanced IBR products allow operators to economically add capacity and density to their existing cellular networks and expand service coverage density with small cells. These solutions also allow operators to both provide temporary cellular and data service utilizing mobile/portable radio systems and provide wireless Ethernet connectivity. We acquired Fastback in January 2021.

●

Engineering Services (formerly Silver Bullet Technology, Inc.) enables us to provide engineering services including the design and develop of next generation network systems and components, including large-scale network protocol development, software-defined radio systems and wireless network designs. ComSovereign acquired Silver Bullet in March 2019 prior to the ComSovereign Acquisition.

●

Mobile Edge Compute (formerly SAGUNA Networks Ltd.) based in Yokneam, Israel, is the software developer behind the award-winning SAGUNA Edge Cloud, which transforms communication networks into powerful cloud-computing infrastructures for applications and services, including augmented and virtual reality, Internet of Things (“IoT”), edge analytics, high-definition video, connected cars, autonomous drones and more. SAGUNA allows these next-generation applications to run closer to the user in a wireless network, dramatically cutting down on latency, which is a fundamental and critical requirement of 5G networks. SAGUNA’s Edge Cloud operates on general purpose computing hardware but can be optimized to support the latest artificial intelligence and machine learning features through dedicated accelerators. We acquired SAGUNA in October 2021. In order to conserve cash, SAGUNA idled the employees in June 2022.

Our NONCORE business is comprised of the following products:

●

Drones (formerly Lighter Than Air Systems Corp., which did business under the name Drone Aviation) based in Jacksonville, Florida develops and manufactures cost-effective, compact and enhanced tethered unmanned aerial vehicles, including Lighter-Than-Air aerostats and drones that support surveillance sensors and communications networks. We acquired Drone Aviation in June 2014.

●

Silicon Photonics (formerly VEO Photonics, Inc.) based in San Diego, California, is a research and development group innovating SiP technologies for use in copper-to-fiber-to-copper switching, high-speed computing, high-speed ethernet, autonomous vehicle applications, mobile devices and 5G wireless equipment. ComSovereign acquired VEO in January 2019 prior to the ComSovereign Acquisition. In order to conserve cash, VEO idled the employees in June 2022.

As part of the Company’s restructuring, commencing January 1, 2023, the Company integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer manages the Company and makes decisions based on the Company’s consolidated operating results.

Nasdaq Compliance Developments

As previously disclosed in our Form 10-K filed on December 7, 2023, we are not in compliance with Nasdaq Continued Listing Rules. Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023.

On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock, and Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”) following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022.

On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with 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 Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Form 10-K for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules.

On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement.

On December 12, 2023, the Company received notice from Nasdaq indicating that the Staff had determined that an additional basis exists to delist the Company’s securities because the Company reported stockholders’ equity of less than $2,500,000 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is the minimum requirement set forth in Nasdaq Listing Rule 5550(b)(1), and did not otherwise satisfy the alternative minimum requirements for market value of listed securities or net income from continuing operations.

Significant Components of Our Results of Operations

Revenues

Our revenues are generated primarily from the sale of our products, which consist primarily of telecom hardware, repairs, support & maintenance, drones, consulting, warranties and other. At contract inception, we assess the goods and services promised in the contract with customers and identify a performance obligation for each. To determine the performance obligation, we consider all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration expected to be received in exchange for transferring goods and services. We generally recognize product revenues at the time of shipment, provided that all other revenue recognition criteria have been met.

During the three and six months ended June 30, 2023, approximately 0% of our revenues were derived from sales outside of the United States. During the three and six months ended June 30, 2022, approximately 7% and 16%, respectively, of our revenues were derived from sales outside of the United States. While our near-term focus is on the North American telecom and infrastructure and service market, a key element of our growth strategy is to expand our worldwide customer base and our international operations, initially through agreements with third-party resellers, distributors and other partners that can market and sell our products in foreign jurisdictions. We expect that over the short term our percentage of sales outside the United States may increase as we build up our domestic sales and service teams. Notwithstanding such percentage increase, we expect the sales of tethered aerostats and drones will primarily be to the domestic market customers, primarily to the U.S. government and its agencies, even if such systems are for integration into foreign locations.

Cost of Goods Sold and Gross (Loss) Profit

Our cost of goods sold is comprised primarily of the costs of manufacturing products, procuring finished goods from our third-party manufacturers, third-party logistics and warehousing provider costs, shipping and handling costs and warranty costs. We presently outsource the manufacturing of our FastBack and DragonWave products to two outsourced manufacturers, SMC for FastBack products and Benchmark for DragonWave products. Cost of goods sold also includes costs associated with supply operations, including personnel-related costs, provision for excess and obsolete inventory, third-party license costs and third-party costs related to the services we provide. Additionally, cost of goods sold does not include any depreciation and amortization expenses as we separate depreciation and amortization expense into its own category within operating expenses.

Gross profit has been and will continue to be affected by various factors, including changes in our supply chain and evolving product mix. The margin profile of our current products and future products will vary depending on operating performance, features, materials, manufacturer, and supply chain. Gross margin will vary as a function of product mix, changes in pricing due to competitive pressure, our third-party manufacturing, our production costs, costs of shipping and logistics, provision for excess and obsolete inventory and other factors. We expect our gross margins will fluctuate from period to period depending on the interplay of these various factors.

Operating Expenses

We classify our operating expense as research and development, sales, and marketing, and general and administrative. Personnel costs are the primary component of each of these operating expense categories, which consist of cash-based personnel costs, such as salaries, sales commissions, benefits, and bonuses. Additionally, we separate depreciation and amortization expense into its own category.

Research and Development

In addition to personnel-related costs, research and development expense consists of costs associated with the design, development, and certification of our products. We generally recognize research and development expense as incurred. Development costs incurred prior to establishment of technological feasibility are expensed as incurred.

Sales and Marketing

In addition to personnel costs for sales, marketing, service and product management personnel, sales and marketing expense consists of the expenses associated with our training programs, trade shows, marketing programs, promotional materials, demonstration equipment, national and local regulatory approvals of our products, travel, entertainment and recruiting. We expect sales and marketing expense to continue to increase in absolute dollars as we increase the size of our sales, marketing, service, and product management organization in support of our investment in our growth opportunities, whether through the development and rollout of new or modified products or through acquisitions and partnerships.

General and Administrative

In addition to personnel costs, general and administrative expenses consist of professional fees, such as legal, audit, accounting, information technology and consulting fees, share-based compensation, and facilities and other supporting overhead costs.

Depreciation and Amortization

Depreciation and amortization expense consists of depreciation related to fixed assets such as test equipment, research and development equipment, computer hardware, production fixtures and leasehold improvements, as well as amortization related to definite-lived intangibles.

Impairment Expense

We account for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, we adopted ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Impairment expense is recorded when the carrying value of a reporting unit (including goodwill and intangibles) exceeds the fair value of the reporting unit.

Gain or Loss on Sales

A gain or loss on sales is recognized on sales of legal entities or sales of long-lived assets and included in income from continuing operations in the income statement. The amount of consideration promised in a contract that is included in the calculation of a gain or loss includes both the transaction price and the carrying amount of liabilities assumed.

Loss on Lease Abandonment

A loss on lease abandonment is recognized upon the derecognition of an ROU asset and evaluation that impairment is necessary in accordance with ASC 842. A gain or loss is recognized from the difference between the carrying amount of the ROU asset and the lease liability.

Gain on the Sale of Assets

A gain or loss is recognized on the sale and leaseback of long-lived assets and included in income from continuing operations in the income statement. The amount of consideration promised in a contract that is included in the calculation of a gain or loss includes the transaction price and the carrying amount of assets acquired, liabilities assumed, and closing costs.

Interest Expense

Interest expense is comprised of interest expense associated with our secured notes payables, unsecured notes payables and unsecured convertible notes payables. The amortization of debt discounts is also recorded as part of interest expense.

Results of Operations

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
(Amounts in thousands, except share and per share data)	2023			2022			2023			2022

Revenue	$	3,496		$	2,088		$	3,979		$	4,141
Cost of goods sold		809			2,981			1,110			4,464
Gross profit (loss)		2,687			(893	)		2,869			(323	)
Operating expenses
Research and development ⁽¹⁾		49			536			106			1,708
Sales and marketing ⁽¹⁾		-			12			-			78
General and administrative ⁽¹⁾		1,486			5,396			3,665			11,176
Depreciation and amortization		68			262			137			1,003
Impairment		-			15,775			896			15,775
Loss (gain) on sales (ID, DWXC, SKS) ⁽²⁾		-			2,564			(454	)		2,564
Loss on lease abandonment		-			11,329			-			11,329
Gain on the sale of assets		-			-			-			(8,441	)
Total operating expenses, net		1,603			35,873			4,350			35,191
Income (loss) from operations		1,084			(36,766	)		(1,481	)		(35,514	)
Other expense
Interest expense		(404	)		(1,348	)		(823	)		(2,227	)
Other expense		(42	)		-			(42	)		-
Loss on extinguishment of debt		-			(445	)		-			(618	)
Loss on inducement of debt conversions		-			-			(1,946	)		-
Foreign currency transaction loss		-			(1	)		-			(1	)
Total other expense		(446	)		(1,794	)		(2,811	)		(2,846	)
Income (loss) from continuing operations		638			(38,560	)		(4,292	)		(38,360	)
Income from discontinued operations, net of tax		-			811			-			747
Net income (loss)	$	638		$	(37,749	)	$	(4,292	)	$	(37,613	)

⁽¹⁾	These are exclusive of depreciation and amortization

⁽³⁾	Innovation Digital (“ID”) and DragonWave-X Canada (“DWXC”) were sold in 2022. Sky Sapience ("SKS") was sold in 2023.

Three and Six Months Ended June 30, 2023 Compared to Three and Six Months Ended June 30, 2022

Total Revenues

For the three months ended June 30, 2023, total revenues were $3.5 million compared to $2.1 million for the three months ended June 30, 2022. The increase of $1.4 million, or 67%, is primarily attributable to increased sales of our aerostat products and accessories, partially offset by the Company’s liquidity challenges and idling and sale of businesses which drove revenues down as compared to the prior period, in addition to a one-time sale of inventory at a loss in the prior period.

For the six months ended June 30, 2023, total revenues were $4.0 million compared to $4.1 million for the six months ended June 30, 2022. The decrease of $0.1 million, or 4%, primarily consisted of increased sales of mobile network backhaul products and our aerostat products and accessories in the current period compared to a one-time sale of inventory at a loss in the prior period.

Cost of Goods Sold and Gross Profit (Loss)

For the three months ended June 30, 2023, cost of goods sold was $0.8 million compared to $3.0 million for the three months ended June 30, 2022. The decrease of $2.2 million, or 73%, was primarily attributable to the Company’s liquidity challenges and idling and/or sale of businesses which drove revenues and cost of goods sold down compared to the prior period, in addition to a one-time sale of inventory at a loss in the prior period. The Company sells multiple products with varying profit margins. The product mix had higher margins during the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

For the six months ended June 30, 2023, cost of goods sold were $1.1 million compared to $4.5 million for the six months ended June 30, 2022. For the six months ended June 30, 2023, the decrease of $3.4 million, or 75%, primarily consisted of the one-time sale of inventory at a loss in 2022 and increases in purchase price variances for the production of our mobile network backhaul products and the materials, parts, and labor associated with our other manufacturing activities in the prior period. The Company sells multiple products with varying profit margins. The product mix had higher margins during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Gross profit (loss) for the three months ended June 30, 2023 was $2.7 million compared to $(0.9) million for the three months ended June 30, 2022. The improved gross profit was driven primarily by the one-time sale of inventory at a loss in the prior period.

Gross profit (loss) for the six months ended June 30, 2023 was $2.9 million compared to $(0.3) million for the six months ended June 30, 2022. The improved gross profit margin was driven primarily by the one-time sale of inventory at a loss in the prior period.

Research and Development Expense

For the three months ended June 30, 2023, research and development expense was $0.0 million compared to $0.5 million for the three months ended June 30, 2022. The decrease of $0.5 million was primarily due to reduced payroll and development costs as a result of the Company’s idled businesses and liquidity challenges.

For the six months ended June 30, 2023, research and development expense was $0.1 million compared to $1.7 million for the six months ended June 30, 2022. The decrease of $$1.6 million was primarily due to reduced payroll and development costs as a result of the Company’s idled businesses and liquidity challenges.

While costs have recently been reduced due to the Company’s liquidity challenges, management expects that these costs will increase modestly as liquidity improves and the Company expands resources somewhat in order to focus on revenue enhancement.

Sales and Marketing Expense

For the three and six months ended June 30, 2023, sales and marketing expense was $0 thousand, compared to $12 thousand and $78 thousand for the three and six months ended June 30, 2022, respectively. The decreases consisted of decreases in payroll and related marketing and sales efforts and cutbacks due to the Company’s liquidity challenges.

General and Administrative Expenses

For the three months ended June 30, 2023, general and administrative expense was $1.5 million compared to $5.4 million for the three months ended June 30, 2022. The decrease of $3.9 million primarily consisted of decreases due to the headcount reduction actions taken in 2022 and a decrease in payroll and professional expenses related to certain public relations services, accounting services, and other professional services.

For the six months ended June 30, 2023, general and administrative expense was $3.7 million compared to $11.2 million for the six months ended June 30, 2022. The decrease of $7.5 million primarily consisted of decreases due to the headcount reduction actions taken in 2022 and a decrease in payroll and professional expenses related to certain public relations services, accounting services, and other professional services.

Depreciation and Amortization

For the three months ended June 30, 2023, depreciation and amortization was $0.1 million compared to $0.3 million for the three months ended June 30, 2022. The decrease of $0.2 million was primarily due to the sale of our Tucson Building and equipment during early 2022 (see Note 11 – Property and Equipment, Net).

For the six months ended June 30, 2023, depreciation and amortization was $0.1 million compared to $1.0 million for the six months ended June 30, 2022. The decrease of $0.9 million was primarily due to the sale of our Tucson Building and equipment during early 2022 (see Note 11 – Property and Equipment, Net).

Impairment

For the three and six months ended June 30, 2023, impairment was $0.0 and $0.9 million, respectively, compared to $15.8 million for both the three and six months ended June 30, 2022. The $15.8 million in 2022 arose in connection with the results of the Company’s June 30, 2022 interim impairment testing. There were no triggering events during the six months ended June 30, 2023 (see Note 20 – Correction of an Error).

Loss (Gain) on Sales of Innovation Digital and DragonWave-X Canada Assets and Sky Sapience

For the three months ended June 30, 2023, the gain on the sale of Sky Sapience was $0.0 million compared to $2.6 million for the loss on the sales of Innovation Digital and DragonWave-X Canada assets for the three months ended June 30, 2022. The decrease is due to the transfer of $2.0 million of finished goods inventory to the purchaser of DragonWave-X Canada and the $0.6 million of intellectual property returned to the original owners of Innovation Digital in 2022.

For the six months ended June 30, 2023, the gain on the sale of Sky Sapience was $(0.5) million compared to $2.6 million for the loss on the sales of Innovation Digital and DragonWave-X Canada assets for the six months ended June 30, 2022. The improvement is due to the gain on sale of Sky Sapience of $(0.5) million in 2023 as compared to the transfers of $2.0 million of finished goods inventory to the purchaser of DragonWave-X Canada and the $0.6 million of intellectual property returned to the original owners of Innovation Digital in 2022.

Loss on Lease Abandonment

For the three months ended June 30, 2023, the loss on lease abandonment was $0 compared to $11.3 million for the three months ended June 30, 2022. The decrease of $11.3 million primarily consisted of $10.1 million related to the abandonment of the Tucson lease and related leasehold improvements and inventory, $1.0 million related to the abandonment of the Dallas office space and related leasehold improvements, and $0.2 million related to the return of various pieces of operating lease equipment and abandonment of small offices or airport hangers used for drone storage during 2022.

For the six months ended June 30, 2023, the loss on lease abandonment was $0 compared to $11.3 million for the six months ended June 30, 2022. The decrease of $11.3 million primarily consisted of $10.1 million related to the abandonment of the Tucson lease and related leasehold improvements and inventory, $1.0 million related to the abandonment of the Dallas office space and related leasehold improvements, and $0.2 million related to the return of various pieces of operating lease equipment and abandonment of small offices or airport hangers used for drone storage during 2022.

Gain on the Sale of Assets

For the three months ended June 30, 2023, the gain on the sale of assets was $0 compared to $0 for the three months ended June 30, 2022. For the six months ended June 30, 2023, the gain on the sale of assets was $0.0 million compared to $8.4 million for the six months ended June 30, 2022. The decrease of $8.4 million is primarily due to the January 31, 2022 sale of our Tucson Building for $15.8 million of cash. The Tucson Building had a carrying value of $6.7 million. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs.

Other Expense

For the three months ended June 30, 2023, other expense was $0.4 million compared to $1.8 million for the three months ended June 30, 2022. The decrease of $1.4 million primarily consisted of decreases in interest expense of $0.9 million and loss on extinguishment of debt of $0.4 million in 2022.

For the six months ended June 30, 2023, other expense was $2.8 million compared to other expense of $2.8 million for the six months ended June 30, 2022. The decrease of $0.0 million primarily consisted of decreases in interest expense of $1.4 million and loss on extinguishment of debt of $0.6 million, partially offset by an increase in loss on inducement of debt conversions of $1.9 million in 2023.

Income (Loss) from Continuing Operations

For the three months ended June 30, 2023, we had net income from continuing operations of $0.6 million, compared to a net loss from continuing operations of $38.6 million for the three months ended June 30, 2022 related to the items described above.

For the six months ended June 30, 2023, we had a net loss from continuing operations of $4.3 million, compared to a net loss from continuing operations of $38.4 million for the six months ended June 30, 2022 related to the items described above.

Income from Discontinued Operations

For the three and six months ended June 30, 2023, we had net income from discontinued operations of $0.0 million, compared to $0.8 million and $0.7 million for the three and six months ended June 30, 2022, respectively, due to the gain on the sale of Sovereign Plastics during the second quarter of 2022.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its cash requirements. As of June 30, 2023, we had $2.4 million in cash compared to $1.9 million on December 31, 2022, an increase of $0.5 million resulting primarily from $0.4 million of cash provided by the sale of SKS (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale) and $0.2 million of proceeds from new debt, partially offset by $0.1 million of cash used in operating activities.

As of June 30, 2023, we had a working capital deficit of $15.2 million compared to a working capital deficit of $15.9 million as of December 31, 2022.

As of June 30, 2023, we had undiscounted obligations relating to the payment of indebtedness as follows:

●

$11.9 million related to indebtedness that is due during the remainder of 2023;

●

$0.6 million related to indebtedness that is due during 2024; and

Subsequent to June 30, 2023, the following developments should be noted:

●

an additional promissory note with a face value of $0.3 million was issued.

Our future capital requirements for our operations will depend on many factors, including the profitability of our businesses, and the costs of our operations. We cannot be sure that any additional funding, if needed, will be available. Any additional capital raised through the sale of equity or equity-linked securities may dilute our current stockholders’ ownership and could also result in a decrease in the market price of our common stock. Debt financing, if available, may subject us to restrictive covenants and significant interest costs.

Going Concern

The accompanying unaudited condensed consolidated financial statements and notes have been prepared assuming that we will continue as a going concern. At June 30, 2023 we had an accumulated deficit of $301.8 million and we had a working capital deficit of $15.2 million. These factors raise substantial doubt about our ability to continue as a going concern.

Our historical operating results, accumulated deficit and working capital, among other factors, raise substantial doubt about our ability to continue as a going concern. Based on our current cash on hand and subsequent activity as described herein, we presently only have enough cash on hand to operate on a month-to-month basis, without raising additional capital or selling assets. Because of our limited cash availability, our operations have been scaled back to the extent possible. We continue to explore opportunities with third parties and related parties to provide additional capital; however, we have not entered into any agreement to provide the necessary capital. In the near term, there will be limited opportunities to raise capital of significance until our Nasdaq compliance issues are resolved, as discussed in Nasdaq Compliance Developments herein.

We will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet our future liquidity requirements. However, there can be no assurance that we will be successful in any capital-raising efforts that we may undertake, and these planned actions do not alleviate the substantial doubt. If we are not able to obtain additional financing on a timely basis, we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code. Determining the extent to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by the Company. The Company makes assumptions that management’s plans will be effectively implemented but may not alleviate substantial doubt and its ability to continue as a going concern.

Sources and Uses of Cash

	For the Six Months Ended
	June 30,
(Amounts in thousands)	2023			2022
Cash flows used in operating activities	$	(75	)	$	(11,084	)
Cash flows provided by investing activities		436			14,935
Cash flows provided by (used in) financing activities		170			(7,195	)
Cash flows provided by discontinued operations		-			1,632
Net increase (decrease) in cash	$	531		$	(1,712	)

Operating Activities

For the six months ended June 30, 2023, net cash used in operating activities was $0.1 million. Net cash used in operating activities primarily consisted of the net loss from continuing operations of $4.3 million, which was partially offset by adjustments for non-cash expenses of $3.6 million and net cash generated by changes in the levels of operating assets and liabilities of $0.6 million.

For the six months ended June 30, 2022, net cash used in operating activities was $11.1 million. Net cash used in operating activities primarily consisted of the net loss from continuing operations of $38.4 million, which was partially offset by adjustments for non-cash expenses of $25.8 million and net cash generated by changes in the levels of operating assets and liabilities of $1.5 million.

Investing Activities

For the six months ended June 30, 2023, net cash provided by investing activities was $0.4 million. Investing activities consisted of proceeds from the sale of SKS of $0.4 million.

For the six months ended June 30, 2022, net cash provided by investing activities was $14.9 million. Investing activities primarily consisted of proceeds from the building sale of $15.1 million, which was partially offset by the acquisition of property and equipment of $0.2 million.

Financing Activities

For the six months ended June 30, 2023, net cash provided by financing activities was $0.2 million. Financing activities consisted of proceeds from new debt of $0.2 million.

For the six months ended June 30, 2022, net cash used in financing activities was $7.2 million. Financing activities primarily consisted of repayment of debt of $7.6 million and preferred stock dividends paid of $0.2 million, which was offset by $0.6 million of proceeds of debt.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for smaller reporting companies.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. This term refers to the controls and procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Our Chief Executive Officer and Acting Principal Financial and Accounting Officer has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Acting Principal Financial and Accounting Officer has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, management concluded that the following material weaknesses that were first identified in 2021, continued to exist in our disclosure controls and procedures:

●

we do not effectively segregate certain accounting duties due to the small size of our accounting staff;

●

there is a lack of timely reconciliations of account balances; and

●

there is a lack of documented and tested internal controls to meet the requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002.

Our remediation of the material weaknesses in our internal control over financial reporting is ongoing.

(b) Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Neither our Company nor any of our subsidiaries currently is a party to any legal proceeding that, individually or in the aggregate, is material to our Company as a whole, except as disclosed in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on December 7, 2023 and Item 1 of our Quarterly Report on Form 10-Q for the three months ended March 31, 2023 as filed with the SEC on January 9, 2024. The following item occurred during the second quarter of 2023:

Item 1A. Risk Factors

Readers should carefully review the risk factors included under “Item 1A. Risk Factors” of our fiscal 2022 Annual Report on Form 10-K filed with the SEC on December 7, 2023.

Our stockholders’ equity fails to meet the minimum requirement for continued listing requirements of the Nasdaq Capital Market. Our ability to publicly or privately sell equity securities and the liquidity of our common stock could be adversely affected if we are delisted from the Nasdaq Capital Market.

On December 12, 2023, the Company received written notice from Nasdaq that because the Company’s stockholders’ equity as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 was ($15,001,000), we do not meet the minimum stockholders’ equity requirement of $2,500,000 as set forth in Nasdaq Listing Rule 5550(b)(1), and do not otherwise satisfy the alternative minimum requirements for market value of listed securities ($35 million) or net income from continuing operations ($500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years), and therefore the Company’s securities are subject to delisting.

If our securities were delisted from Nasdaq, among other things, it would likely lead to a number of negative implications, including an adverse effect on the price of our securities, reduced liquidity in our securities, no market for our securities and no ability for you to sell our securities, greater difficulty in obtaining financing, potential loss of confidence by employees, loss of institutional investor interest and fewer business development opportunities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default Upon Senior Securities

(a) Defaults Upon Senior Securities

In connection with our acquisition of Fastback on January 29, 2021, we issued to the sellers $11.2 million aggregate principal amount of convertible promissory notes that mature on January 29, 2026. There is a provision in the convertible promissory notes that an event of default could be declared if the Company fails to file its requisite its securities filings timely. The Company was delinquent with its Form 10-Q filings. To date, while the convertible promissory note holders have reserved their rights, the convertible promissory notes have not been declared in default, and the Company has a plan to regain compliance with such filings. Upon the filing of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the Company will be compliant with the filing requirement. No adverse actions have been taken against the Company and we expect none insofar as filing compliance is regained. During January 2023, pursuant to a limited time offer, certain Fastback convertible promissory note holders agreed to amend their notes and convert an aggregate of $1.3 million principal of their notes and $0.3 million of accrued interest into 280,625 shares of the Company’s common stock.

On May 27, 2021, we entered into a securities purchase agreement with an investor, pursuant to which we sold to the investor a senior secured convertible promissory note in the original principal amount of $11.0 million and warrants to purchase up to 18,200 shares of our common stock, par value $0.0001 per share, for a purchase price of $10.0 million (representing an original issue discount of 10.0% on the note), of which we received $5.0 million on May 28, 2021 and $5.0 million on June 2, 2021. On August 25, 2021, we entered into a first amendment and limited waiver to the securities purchase agreement dated as of May 27, 2021 and amended and restated the convertible note.

The amended note bears interest at the rate of 6% per annum from the date of funding and matures on May 27, 2023. We were required to make monthly interest and principal payments in 18 equal monthly installments of $611,000 each, commencing in November 2021. We had the right to make interest and principal payments in the form of shares of common stock, which shares will be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. On or about April 15, 2022, this note went into default because the Company failed to timely file its Annual Report on Form 10-K. Pursuant to the terms of that note, a mandatory default amount of five percent (5%) of the outstanding principal amount was added to the principal amount. Additionally, the holder was able to demand, from time to time, repayment in the form of shares of common stock, which shares will be valued at 80% of the average of the three lowest daily volume weighted average price per share of the common stock during the twenty trading days immediately preceding the date of issuance of a notice of conversion. As of the date of this filing, this note had a remaining combined principal and interest balance of approximately $77,000.

On August 25, 2021, we entered into a securities purchase agreement with an investor, pursuant to which we sold to the investor a senior secured convertible promissory note in the original principal amount of $5.8 million and warrants to purchase up to 13,158 shares of our common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $5.0 million (representing an original issue discount of 16.0% on the note), which $5.0 million was received on August 26, 2021.

The note bears interest at the rate of 6% per annum from the date of funding and matures on August 25, 2023. We were required to make monthly interest and principal payments in 18 equal monthly installments of $322,000 each, commencing in November 2021. So long as shares of our common stock are registered for resale under the Securities Act of 1933, as amended, or may be sold without restriction on the number of shares or manner of sale, we had the right to make interest and principal payments in the form of additional shares of common stock, which shares would be valued at 90% of the average of the five lowest daily volume weighted average price per share of the common stock during the ten trading days immediately preceding the date of issuance of such shares of common stock. On or about April 15, 2022, this note went into default because the Company failed to timely file its Annual Report on Form 10-K. Pursuant to the terms of that note, a mandatory default amount of five percent (5%) of the outstanding principal amount was added to the principal amount. Additionally, the holder was able to demand, from time to time, repayment in the form of shares of common stock, which shares will be valued at 80% of the average of the three lowest daily volume weighted average price per share of the common stock during the twenty trading days immediately preceding the date of issuance of a notice of conversion. As of the date of this filing, this note had a remaining combined principal and interest balance of approximately $185,000.

In November 2019, DragonWave entered into a secured loan agreement with an individual lender pursuant to which DragonWave received a $2.0 million loan that bears interest at the rate of 9% per annum and originally matured on November 26, 2021. Accrued interest is calculated on a compound basis and is payable semi-annually in May and November of each year. Principal was due in full at maturity but can be prepaid in full or in part without penalty. The loan is secured by all of the assets of DragonWave and is guaranteed by ComSovereign Corp. In January 2021, a total of $1.0 million of principal of this note, plus all related accrued interest and charges, was extinguished in exchange for shares of common stock and warrants to purchase shares of common stock. In January 2022, a total of $500,000 was paid to the note holder. As of the date of this filing, this note had a remaining principal balance of $500,000.

(b) Material Arrearage in the Payment of Dividends.

On October 29, 2021, the Company sold in a public offering 320,000 shares of the Company’s newly-designated 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a public offering price of $25.00 per share, which is the initial liquidation preference of the Series A Preferred Stock.

The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”.

Dividends at the rate of 9.25% per annum of the $25.00 liquidation preference per share (equivalent to an annual rate of $2.3125) on the Series A Preferred Stock are payable monthly in arrears on or about the twentieth (20th) day of each month. Dividends on the Series A Preferred Stock are cumulative. The Company paid dividends commencing on or about November 20, 2021, and paid the monthly dividend through May 20, 2022.

On or about May 25, 2022, the Company announced that it had suspended the payment on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is approximately $1,171,262.

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 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.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

The following documents are filed as a part of this report or incorporated herein by reference:

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMSovereign Holding Corp.

Date: January 9, 2024	/s/ David A. Knight
	David A. Knight
	Chief Executive Officer
	(Principal Executive Officer)

Date: January 9, 2024	/s/ David A. Knight
	David A. Knight
	Acting Principal Financial and Accounting Officer

COMSovereign Holding Corp. - Quarter Report: 2023 June (Form 10-Q)

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