Item 1.01 Entry into a Material Definitive Agreement.





Fastback Merger Agreement

On August 24, 2020, ComSovereign Holding Corp. (the "Company," "we," "us," or "our company") entered into an Agreement and Plan of Merger dated as of August 24, 2020 (the "Merger Agreement") by and among our company, CHC Merger Sub 8, LLC, a Colorado limited liability company and our wholly-owned subsidiary ("Merger Sub"), Skyline Technology Partners LLC, a Colorado limited liability company that does business under the name Fastback Networks ("Fastback"), and John Helson, solely in his capacity as the representative of the security holders of Fastback, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Fastback (the "Merger"), whereupon the separate organizational existence of Merger Sub shall cease and Fastback will continue as the surviving entity of the Merger as a wholly-owned subsidiary of our company.

In connection with the Merger, all of the issued and outstanding membership units of Fastback will be cancelled and converted into the right to receive aggregate merger consideration consisting of (i) $1,250,000 in cash (the "Cash Consideration"), (ii) $1,500,000 aggregate principal amount of our term debentures which will be dated as of the closing date having the terms and substantially in the form as the form of term debenture annexed as Exhibit B to the Merger Agreement (the "Term Debentures"), and (iii) $11,150,000 aggregate principal amount of our convertible debentures having the terms and substantially in the form as the form of convertible debenture annexed as Exhibit C to the Merger Agreement (the "Convertible Debentures"), which shall be convertible by each holder into shares of our common stock, par value $0.0001 per share (the "Common Stock") at a conversion price of $1.74 per share, subject to adjustment (collectively, the "Merger Consideration") and which will be dated as of the closing date.

We believe Fastback has been a leader in the development and commercialization of innovative intelligent backhaul radio (IBR) systems that deliver high-performance wireless connectivity to virtually any location including those challenged by Non-Line of Sight (NLOS) limitations. Fastback's advanced IBR products allow operators to economically add capacity and density to their macrocells 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. Fastback has a U.S. patent portfolio comprised of 65 granted and 12 pending patents. Collectively the patent portfolio covers key technologies including antenna arrays, signal processing, adaptive antennas, beamforming/steering, self-optimizing networks, spectrum sharing and hybrid band operations.

The Merger Agreement contains customary representations, warranties and covenants of our company, on one hand, and Fastback, on the other hand, including, among others, covenants by Fastback with respect to the operations of Fastback during the period between execution of the Merger Agreement and the closing of the transactions contemplated by the Merger Agreement (the "Closing"). The Merger Agreement also provides that each party will indemnify the other party following the Closing for breaches of the warranties and covenants of such party, as well as certain other matters, subject to certain specified limitations, including, among other things, limitations on the period during which a party may make certain claims for indemnification and limitations on the amounts for which a party may be liable.

Pursuant to the Merger Agreement, the Closing is conditioned upon, among other things, our company raising a minimum of $12 million of gross proceeds from the sale of our equity securities and other customary closing conditions. The Merger Agreement also provides for limited termination rights, including, among others, by the mutual consent of our company and Fastback, upon certain breaches of representations, warranties, covenants or agreements, and in the event the Closing has not been consummated before September 30, 2020, subject to the ability of the parties to extend under certain circumstances.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference thereto.





                                       1

The Merger Agreement has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about our company or Fastback. The representations, warranties and covenants set forth in the Merger Agreement were made solely between the parties to the Merger Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and Warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.





                                       2

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Note and Placement Agent Warrants were, and any shares of common stock issuable upon conversion of the Note or exercise of the Placement Agent Warrants will be, issued in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each of the investor and the Placement Agent, respectively, has represented that it was an "accredited investor," as defined in Regulation D, and was acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Note, the Placement Agent Warrants and the shares issuable upon conversion of the Note or exercise of the Placement Agent Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Item 8.01 Other Information.

On August 24, 2020, we issued a press release press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

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

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

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





Exhibit
Number     Description

4.1          12.5% OID Convertible Note dated August 21, 2020 in the principal
           amount of $1,700,000 issued to RedDiamond Partners LLC

10.1*        Agreement and Plan of Merger, dated as of August 24, 2020, by and
           among our company, CHC Merger Sub 8, LLC, Skyline Technology Partners
           LLC d/b/a Fastback Networks and the Members' Representative named
           therein.

10.2         Securities Purchase Agreement, dated as if August 21, 2020 between
           our company and RedDiamond Partners LLC

99.1         Press Release, dated August 24, 2020, announcing our entry into the
           Merger Agreement

* Schedules, exhibits and similar supporting attachments or agreements to the

Merger Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. We

agree to furnish a supplemental copy of any omitted schedule or similar

attachment to the Securities and Exchange Commission upon request.






                                       3

Cautionary Note Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Certain statements furnished pursuant to this Item 8.01 and the accompanying Exhibit 99.1 are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "could," "continue," "anticipate" "optimistic," "forecast" "intend," "estimate," "preliminary," "project," "seek," "plan," "looks to," "on condition," "target," "potential," "guidance," "outlook" or "trend," or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances, or effects. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 (particularly in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in our other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on our operations, the demand for our products or services, global supply chains and economic activity in general. We do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the SEC. The forward-looking statements contained in this report are made as of the date of this report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


                                       4

© Edgar Online, source Glimpses