DRONE AVIATION HOLDING CORP. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Items 2.01 and 5.02 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Merger with ComSovereign Corp.

On November 27, 2019 (the "Closing"), Drone Aviation Holding Corp. ("we," "us" or "our") entered into an Agreement and Plan of Merger dated as of November 27, 2019 (the "Merger Agreement") with ComSovereign Corp., a Delaware corporation ("ComSovereign"), and DACS Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary ("Merger Sub"). The transactions contemplated by the Merger Agreement were consummated on November 27, 2019 (the "Effective Time").

The Merger Agreement provided for the merger of Merger Sub with and into ComSovereign, hereafter referred to as the "Acquisition." As a result of the Acquisition, Merger Sub ceased to exist, and ComSovereign became the surviving corporation and our direct wholly-owned subsidiary, and the former stockholders of ComSovereign (the "ComSovereign Stockholders") have a direct equity ownership and controlling interest in our company. Merger Sub was originally incorporated in Delaware on November 20, 2019 and had no operating activity prior to the reported transaction.

As a result of the Acquisition, we intend to expand our business into the 5G wireless communications market and initially to focus our business on supplying ComSovereign's existing global wireless carrier customer base with new infrastructure technology, including industry-leading carrier backhaul capability and 5G/NR connectivity for fixed and mobile aerial applications.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Conversion of ComSovereign Common Stock

At the Effective Time, the shares of common stock, par value $0.0001 per share, of ComSovereign ("ComSovereign Common Stock") issued and outstanding immediately prior to the Effective Time were cancelled and extinguished and automatically converted into the right to receive, collectively, 95,000,000 shares of our common stock, par value $0.0001 per share (the "Company Common Stock"), resulting in an exchange ratio (such ratio, the "Exchange Ratio") of 1.8902 shares of Company Common Stock per share of ComSovereign Common Stock. Subject to the other provisions of the Merger Agreement, each record holder of ComSovereign Common Stock was entitled to receive by way of the Acquisition a number of shares of Company Common Stock equal the product of (i) the number of shares of ComSovereign Common Stock held by such stockholder multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share.

Cancellation of ComSovereign Common Stock owned by ComSovereign

At the Effective Time, each share of ComSovereign Common Stock that was owned by ComSovereign or any subsidiary of ComSovereign was automatically cancelled and retired and ceased to exist, and no shares of Company Common Stock or other consideration were delivered or deliverable in exchange therefor.

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Conversion of Merger Sub Common Stock

At the Effective Time, all shares of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into and became one fully-paid and non-assessable share of ComSovereign Common Stock such that, at the Effective Time, ComSovereign became a wholly-owned subsidiary of our company.

Appointment of Additional Directors and Officers of the Company . . .

Item 3.02 Unregistered Sales of Equity Securities.

The 95,000,000 shares of Company Common Stock issued in connection with the Acquisition to the former ComSovereign Stockholders were issued with a restrictive legend indicating that such shares had not been registered under the Securities Act of 1933, as amended (the "Securities Act"). For more information, see Item 2.01 - Completion of Acquisition or Disposition of Assets.

The issuance of the shares of Company Common Stock in conjunction with the Acquisition was exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D ("Regulation D") promulgated under the Securities Act. We made this determination based on the representations of ComSovereign in the Merger Agreement, which included, in pertinent part, representations that, to the knowledge of ComSovereign, there were not more than 35 holders of ComSovereign Common Stock that were not an "accredited investor" within the meaning of Rule 501 of Regulation D.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information regarding the Acquisition set forth in Item 2.01 - Completion of Acquisition or Disposition of Assets and the information set forth in Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Closing, the former ComSovereign Stockholders were entitled to receive an aggregate of 95,000,000 shares of Company Common Stock, which constituted 74.03% of the outstanding shares of Company Common Stock, or 69.15% of the outstanding Company Common Stock on a fully-diluted basis inclusive of outstanding options and warrants. For each share of ComSovereign Common Stock, each former ComSovereign Stockholder was entitled to receive 1.8902 shares of Company Common Stock. An aggregate of 33,326,243 shares of Company Common Stock were issued and outstanding immediately prior to the Closing, and an aggregate of 42,291,243 shares of Company Common Stock were issued and outstanding on a fully-diluted basis immediately prior to Closing inclusive of outstanding options and warrants. As discussed above, the former ComSovereign Stockholders were issued an aggregate of 95,000,000 shares of Company Common Stock at Closing. As a result, immediately following the Closing, after giving effect to the issuance of the shares of Company Common Stock at the Closing, there were 128,326,243 shares of Company Common Stock issued and outstanding (not including 100,000 shares held in treasury), or 137,291,243 shares of Company Common Stock issued and outstanding on a fully diluted basis, inclusive of shares of Company Common Stock underlying outstanding options, warrants and restricted stock units.

Immediately following the Closing, Daniel L. Hodges, our Chairman and Chief Executive Officer, and his affiliates beneficially owned an aggregate of 29,362,279 shares of Company Common Stock, John E. Howell, our President and a director of our company, beneficially owned an aggregate of 28,876,705 shares of Company Common Stock, and our executive officers and directors as a group (eight persons) beneficially owned an aggregate of 62,419,274 shares of Company Common Stock, or approximately 48.64% of our issued and outstanding shares of Company Common Stock. As a result, our executive officers and directors will have a significant influence in determining the outcome of any corporate transaction or any other matter submitted for approval to our stockholders, including mergers, consolidations, and the sale of our assets, director elections and other significant corporate actions.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Directors and Executive Officers

Board of Directors

Pursuant to the Merger Agreement, Daniyel Erdberg, Timothy Hoechst and John E. Miller each resigned from our board of directors and from any and all committees of our board of directors on which they served and ceased to be directors of our company as of the Effective Time.

In connection with the Closing, our board of directors appointed the individuals listed below to serve as directors of our company. The following table sets forth information concerning our directors, including their ages, as of November 27, 2019, immediately following the Closing.

Name of Director    Age                  Title                   Director Since
Daniel L. Hodges    53    Chairman and Chief Executive Officer      11/27/19
John E. Howell      49    President and Director                    11/27/19
Richard J. Berman   77    Director                                  11/27/19
James A. Marks      66    Director                                  11/27/19
Brent M. Davies     69    Director                                  11/27/19
David Aguilar       63    Director                                   1/9/17

Our board of directors does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as our board believes that it is in the best interests of our company to make that determination based on the direction of our company and the current membership of the board. Our board of directors has determined that having a director who is an executive officer serve as the Chairman is in the best interest of our stockholders at this time.

Daniel L. Hodges - Chairman and Chief Executive Officer. Prior to joining our company, beginning in January 2019, Mr. Hodges was the Chief Executive Officer and co-founder of ComSovereign. In 2016, prior to his tenure with ComSovereign, Mr. Hodges founded Transform-X, Inc., the former owner of ComSovereign's DragonWave-X and Lextrum subsidiaries, and acted as Chairman from 2016 to January 2019. Mr. Hodges also founded and served as Chief Executive Officer of Medusa Scientific LLC, a science and engineering research and development company ("Medusa"). When one of Medusa's technologies showed commercial promise, he made the decision to spin it off and formed TM Technologies, Inc., a 'sister-company,' to commercialize the proprietary modulation technology. He continues to serve as Board Chairman and Chief Executive Officer of TM Technologies, Inc. We believe Mr. Hodges has an extraordinary business development mind-set, strong investigative research experience and deep experience within both the commercial sector and the U.S. Department of Defense and related areas. In addition to his commercial successes, Mr. Hodges served for 26 years as a military member, rising to the rank of Lieutenant Colonel and spending his last 18 years in service as a senior flight instructor with the Air National Guard. Mr. Hodges retired from the military in September 2014. In addition, Mr. Hodges holds multiple U.S. patents as inventor, including a "Method and System for a Grass Roots Intelligence Program" along with numerous radar and communications and radar related technologies. As an author, he wrote and published a volume titled "Future Span" covering current and future U.S. energy paradigms. As the founder and leader of multiple enterprises, he has built organizations from inception that included subsidiaries covering focus areas of Aerospace, Marine, Communications, and Scientific R&D.

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John Howell - President and Director. Prior to joining the Company, Mr. Howell was President and a director of ComSovereign. Mr. Howell also held senior roles within Transform-X, Inc. and TM Technologies, Inc., including as Chief Executive Officer of Transform-X, Inc. and President of TM Global, LLC. Prior to leading TM Global, Mr. Howell was a Co-Founder of the Willowdale Family of boutique advisory companies. Mr. Howell continues to serve as Willowdale's Non-Executive Chairman. Outside of leading efforts on behalf of Willowdale's clients, Mr. Howell is also an active leader with a number of national non-profits, particularly in the fields of children's health and veterans' affairs. Mr. Howell was an early member of the Business Advisory Committee for the Muscular Dystrophy Association's venture philanthropy activity. Mr. Howell also serves as one of the four directors of The Rip Van Winkle Foundation, the New York-based Foundation funded largely with proceeds from the estate of late New York Yankee, Henry "Lou" Gehrig and his wife Eleanor. Previously, Mr. Howell served the U.S. government in a variety of uniformed and civilian capacities worldwide for the United States Army and Central Intelligence Agency. Mr. Howell is both Airborne and Ranger Qualified. Mr. Howell is a Fulbright Scholar and alumnus of Davidson College in Davidson, North Carolina.

Richard J. Berman - Director. Mr. Berman's business career spans over 35 years of venture capital, senior management, and merger and; acquisitions experience. . . .

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 29, 2019, our board of directors approved, and the holders of a majority of the outstanding shares of Company Common Stock approved by written consent, the change of our corporate name from "Drone Aviation Holding Corp." to "ComSovereign Holding Corp." On December 3, 2019, we filed notification of the proposed name change with the Financial Industry Regulatory Authority ("FINRA"). In such notification, we also requested FINRA to authorize a new trading symbol for the Company Common Stock. We intend to file an amendment to our articles of incorporation to effect the proposed name change promptly following approval of the proposed name change from FINRA, which we expect to receive in mid to late December 2019.

To the extent required by Item 5.07 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 4, 2019, we issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filings of our company.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on our current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to us. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to our proposed business opportunities and focus and statement relating to the timing of our proposed name change. A variety of factors could cause actual events and results, as well as our expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting our company are discussed in detail in our filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. We intend to file the financial statements of ComSovereign and its subsidiaries required by Item 9.01(a) as an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro-forma Financial Information. We intend to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-Knot later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.



Exhibit No.   Description
    2.1         Agreement and Plan of Merger, dated as of November 27, 2019 by and
              among the Registrant, ComSovereign and Merger Sub.

   99.1         Press Release of the Registrant dated December 4, 2019.




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