Core Viewpoint - COMSovereign Holding Corp. has partnered with Intelligent Waves to enhance its offerings in the government and Department of Defense markets through advanced technology solutions [5][6][10]. Company Overview - COMSovereign Holding Corp. is a U.S.-based developer of 4G LTE Advanced and 5G communication systems and solutions, focusing on expanding its sales into government markets [5][9]. - Intelligent Waves is a leading integrator providing mission-focused operational expertise and innovation in areas such as cybersecurity and data science, with nearly two decades of experience supporting federal agencies [6][7]. Partnership Details - The partnership allows Intelligent Waves to serve as an authorized solutions partner for COMSovereign's secure 5G wireless connectivity and aerostat/drone platforms [10]. - Intelligent Waves will also support the sales of Software-as-a-Service (SaaS) and cloud-based network change monitoring software from COMSovereign's partner, SIFF.IO [10]. Market Focus - The collaboration aims to leverage Intelligent Waves' expertise in serving the U.S. Department of Defense, which is recognized as one of the largest and most demanding government customers [7][8]. - The partnership is expected to enhance COMSovereign's access to the significant government market, aligning with its strategic goals [7][8].

9 COMSOVEREIGN HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 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 capitalraising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the quarterly period ended June 30, 2023 Commission File No. 001-39379 | --- | --- | |----------------------------------------------------------------------------|------------------------------------------| | Nevada | 46-5538504 | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | | 6890 E Sunrise Drive, Suite 120-506, Tucson, AZ | 85750 | | (Address ...

Financial Performance - Total revenues for the three months ended March 31, 2023, were $0.5 million, a decrease of $1.6 million, or 76%, compared to $2.1 million for the same period in 2022[243]. - Cost of goods sold for the three months ended March 31, 2023, was $0.3 million, down $1.2 million, or 80%, from $1.5 million for the same period in 2022[244]. - Gross profit for the three months ended March 31, 2023, was $0.2 million, compared to $0.6 million for the same period in 2022, reflecting a decrease in gross profit margin of $0.4 million, or 68%[221]. - Research and development expense for the three months ended March 31, 2023, was $0.1 million, a decrease of $1.1 million from $1.2 million for the same period in 2022, primarily due to liquidity challenges[222]. - General and administrative expense for the three months ended March 31, 2023, was $2.2 million, down $3.6 million from $5.8 million for the same period in 2022, due to cost reductions[224]. - The company reported a net loss from continuing operations of $4.9 million for the three months ended March 31, 2023, compared to a net income of $0.2 million for the same period in 2022[229]. - The company recognized an impairment expense of $0.9 million related to goodwill and intangible assets for the three months ended March 31, 2023[249]. - The company reported a decrease in depreciation and amortization from $0.7 million in Q1 2022 to $0.1 million in Q1 2023, primarily due to the sale of the Tucson Building[248]. Compliance and Regulatory Issues - The company regained compliance with Nasdaq's minimum closing bid price requirement of $1.00 on February 27, 2023, after implementing a 1-for-100 reverse stock split on February 10, 2023[182]. - The company reported stockholders' equity of less than $2,500,000 in its Annual Report for the fiscal year ended December 31, 2022, which does not meet Nasdaq's minimum requirement[185]. - The company has been provided a compliance period until December 18, 2023, to regain compliance with Nasdaq's Minimum Market Value of Publicly Held Shares Requirement[184]. - The company intends to present its plan to regain compliance with Nasdaq listing criteria following a notice of non-compliance due to the failure to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023[211]. - The company's stockholders' equity was reported at ($15,001,000) as of December 31, 2022, failing to meet Nasdaq's minimum requirement of $2,500,000, which subjects the company's securities to potential delisting[262]. Cash Flow and Liquidity - As of March 31, 2023, the company had $3.1 million in cash, an increase of $1.2 million from $1.9 million on December 31, 2022[231]. - For the three months ended March 31, 2023, the company recorded cash flows provided by operating activities of $589,000, a significant improvement compared to cash used in operating activities of $8.5 million for the same period in 2022[253]. - The company reported a net increase in cash of $1.2 million for the three months ended March 31, 2023, compared to a net decrease of $1.5 million in the same period of 2022[253]. - The company has an accumulated deficit of $302.5 million and a working capital deficit of $16.3 million as of March 31, 2023, raising substantial doubt about its ability to continue as a going concern[233]. - The company indicated ongoing substantial doubt about its ability to continue as a going concern without additional financing[252]. - As of March 31, 2023, the company had undiscounted obligations related to the payment of indebtedness, indicating potential liquidity challenges[251]. - The company accrued a default judgment of $145,917 as of March 31, 2023, with post-judgment interest at 7%[260]. Business Strategy and Operations - The company is focusing on expanding its worldwide customer base and international operations through agreements with third-party resellers and distributors[187]. - The company is primarily focused on the North American telecom infrastructure and service market, positioning itself as a key U.S. provider of telecommunications equipment and services[200]. - The company expects sales and marketing expenses to continue to increase in absolute dollars as it expands its sales, marketing, service, and product management organization[189]. - The company expects sales and marketing expenses to increase modestly as liquidity improves and resources are expanded to focus on revenue enhancement[223]. - The company has installed its microwave radios in over 330,000 locations across more than 100 countries worldwide since 2012[204]. - The company acquired Virtual NetCom, LLC in July 2020, which focuses on edge compute wireless telecommunications technology[178]. - The company is developing processes to advance silicon photonic devices, aiming to increase computing bandwidth and reduce operating costs[203]. Internal Controls and Governance - The company has not effectively segregated certain accounting duties and lacks documented internal controls, which raises concerns about its financial reporting[257].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 001-39379 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in its charter) | Nevada | 46-5538504 | | --- | - ...

● VEO Photonics, Inc. VEO Photonics, Inc. ("VEO"), based in San Diego, California, is a research and development company 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 previously disclosed in our Form 10-K filed on A ...

Acquisition and Expansion - The company reported a total purchase price of approximately $80 million for the acquisition of ComSovereign Corp. on November 27, 2019[298]. - DragonWave, acquired by ComSovereign in April 2019, has installed microwave radios in over 330,000 locations across more than 100 countries, making it the second largest provider of licensed point-to-point microwave backhaul radios in North America as of December 2019[299]. - The company has engaged in a series of acquisitions to expand its service offerings and geographic reach over the past three years[298]. Research and Development - The company is developing the world's first fully-virtualized 5G core network on a microcomputer the size of a credit card, enabling edge-based application hosting[322]. - Research and development expenses are expected to continue increasing as the company develops new products to meet changes in the telecom landscape[311]. - The company is developing processes to advance silicon photonic devices, aiming to increase computing bandwidth and reduce operating costs[323]. - Research and development expenses for the six months ended June 30, 2022, remained stable at $1.7 million compared to the same period in 2021[347]. - Research and development expense for the three months ended June 30, 2022, was $0.5 million, a decrease of $0.7 million compared to $1.2 million for the same period in 2021[375]. Financial Performance - Total revenues for the six months ended June 30, 2022, were $4.1 million, an increase of $0.6 million or 18% compared to $3.5 million for the same period in 2021, driven by increased sales from acquired companies[344]. - For the three months ended June 30, 2022, total revenues were $2.1 million, a decrease of $0.3 million, or 13%, compared to $2.4 million for the same period in 2021[372]. - For the six months ended June 30, 2022, cost of goods sold was $4.5 million, an increase of $2.6 million, or 138%, compared to $1.9 million for the same period in 2021[373]. - Cost of goods sold for the three months ended June 30, 2022, was $3.0 million, a 135% increase from $1.3 million for the same period in 2021, primarily due to one-time inventory sales and production costs[345]. - Gross profit for the three months ended June 30, 2022, was $(0.9) million, a decrease of $2.0 million or 179% compared to $1.1 million for the same period in 2021, attributed to lower-margin product sales and increased manufacturing costs[346]. - Gross profit for the six months ended June 30, 2022, was $(0.3) million, a decrease of $2.0 million, or 120%, compared to $1.6 million for the same period in 2021[374]. Expenses and Impairments - General and administrative expenses for the three months ended June 30, 2022, were $5.4 million, down from $6.6 million in the same period in 2021, reflecting a decrease in professional service costs[350]. - General and administrative expenses for the six months ended June 30, 2022, were $11.2 million, a decrease of $2.3 million compared to $13.4 million for the same period in 2021[377]. - Impairment expense for the three and six months ended June 30, 2022, was $15.8 million, significantly higher than $0.3 million for the same periods in 2021, due to revenue re-calendarization[352]. - The loss on lease abandonment for the three and six months ended June 30, 2022, was $11.3 million, compared to $0 for the same periods in 2021, primarily related to the Tucson lease[354]. - The company recorded goodwill and intangible asset impairment of $7.2 million and $8.6 million, respectively, as a result of interim impairment testing[388]. Compliance and Restructuring - The company is not in compliance with Nasdaq Listing Rule 5550(a)(2) due to the price of its common stock falling below the $1.00 minimum closing bid price requirement[307]. - The company has proposed a reverse stock split to its stockholders to comply with Nasdaq Listing Rules[308]. - The company has idled employees from its Power division and RF Engineering & Energy Resource, LLC as part of its restructuring efforts[298][303]. - The company is integrating its previously separate reporting units and employing a single integrated sales function starting January 1, 2023[305]. International Operations - Approximately 7% and 16% of revenues for the three and six months ended June 30, 2022, respectively, were derived from sales outside North America, a significant decrease from 44% and 40% in the same periods of 2021[364]. - The company expects to expand its international operations through agreements with third-party resellers and distributors, despite a focus on the North American market[364]. Capital Requirements - As of June 30, 2022, the company had negative working capital of $9.2 million, compared to negative working capital of $3.6 million as of December 31, 2021[381]. - For the six months ended June 30, 2021, net cash used in operating activities was $26.2 million, primarily due to a net operating loss from continuing operations of $26.7 million[385]. - The company continues to explore opportunities with third parties to provide additional capital but has not entered into any agreement to provide the necessary capital[384]. - Future capital requirements will depend on profitability and operational costs, with potential dilution of current stockholders' ownership if additional equity is raised[383].

Acquisitions and Business Expansion - The company reported a total purchase price of approximately $80 million for the acquisition of ComSovereign Corp. on November 27, 2019[155]. - DragonWave, acquired in April 2019, has installed microwave radios in over 330,000 locations across more than 100 countries, making it the second largest provider in North America as of December 2019[157]. - The company has engaged in multiple acquisitions over the past three years to expand its service offerings and geographic reach, including VNC and Fastback Networks[158][159]. Financial Performance - Total revenues for the three months ended March 31, 2022, were $3.2 million, an increase of 55% compared to $2.1 million for the same period in 2021[187]. - Cost of goods sold for the three months ended March 31, 2022, was $2.2 million, representing a 104% increase from $1.1 million in the same period in 2021[189]. - Gross profit for the three months ended March 31, 2022, was $1.0 million, with a gross profit margin of 32%, down from 49% in the same period in 2021[190]. - Research and development expenses increased to $1.2 million for the three months ended March 31, 2022, compared to $0.5 million in the same period in 2021[191]. - General and administrative expenses decreased to $6.2 million for the three months ended March 31, 2022, from $7.1 million in the same period in 2021[193]. - The company reported a net loss of $1.2 million for the three months ended March 31, 2022, compared to a net loss of $16.2 million for the same period in 2021[197]. - The company reported a net operating loss of $1.2 million for the three months ended March 31, 2022, compared to a net operating loss of $16.2 million for the same period in 2021[210][211]. Cash Flow and Liquidity - As of March 31, 2022, the company had $0.5 million in cash, down from $1.9 million on December 31, 2021[199]. - Working capital improved to $8.5 million as of March 31, 2022, compared to negative working capital of $3.5 million as of December 31, 2021[200]. - The company recognized a gain on the sale of assets of $8.4 million for the three months ended March 31, 2022, from the sale of the Tucson Building for $15.8 million[195]. - For the three months ended March 31, 2022, net cash used in operating activities was $8.7 million, a decrease from $14.2 million for the same period in 2021[210][211]. - Net cash provided by investing activities for the three months ended March 31, 2022, was $14.9 million, primarily from proceeds of $15.1 million from a building sale[212]. - Net cash used in financing activities for the three months ended March 31, 2022, was $7.6 million, all attributed to debt repayment[214]. Compliance and Future Outlook - The company is not in compliance with Nasdaq Listing Rule 5550(a)(2) due to the price of its common stock falling below the $1.00 minimum closing bid price requirement[169]. - The company was granted continued listing on The Nasdaq Capital Market, with conditions to regain compliance by February 2023[170]. - The company has a substantial doubt about its ability to continue as a going concern due to limited cash availability, currently only able to operate on a month-to-month basis without raising additional capital[205]. - Future capital requirements will depend on profitability and operational costs, with potential dilution of current stockholders' ownership if additional funding is needed[203]. - The company is exploring opportunities with third parties for additional capital but has not entered into any agreements yet[205]. - The company may need to delay vendor payments or initiate cost reductions if additional financing is not obtained in a timely manner, which could adversely affect its operations[206]. - The company continues to pursue actions to increase revenue and operating cash flows to meet future liquidity requirements[206]. Operational Capabilities - The company has developed the world's first fully-virtualized 5G core network on a microcomputer the size of a credit card, enabling edge-based application hosting[151]. - The company is focusing on advancing silicon photonic devices to significantly increase computing bandwidth and reduce operating costs[153]. - The company’s CORE business includes network hardware and software products, while its NONCORE business focuses on drone technology[155][166]. - The company’s engineering and management teams possess extensive experience in optical systems, digital signal processing, and network planning, enhancing its innovation capabilities[154]. - The company is positioned to rapidly increase domestic sales as one of the few U.S.-based providers of telecommunications equipment and services[147]. Asset Management - There were no off-balance sheet arrangements that could materially affect the company's financial condition[216]. - The company may need to record future impairments of long-lived assets and goodwill based on future assessments due to capital resource constraints[219].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 333-150332 COMSOVEREIGN HOLDING CORP. (Exact name of registrant as specified in its charter) | Nevada | 46-5538504 | | --- | ...

| --- | --- | --- | --- | --- | --- | --- | |----------------|-------|-------|----------------|-------|-------|-------| | | | | | | | | | G COMSovereign | | | | | | | | | | | | | | | | | | | MADE IN USA | | | | | | | | | | | | | | | | | | | | | | | | PATH TO 5G | | | | | | | | | | | | | | | | | | | | | | | | NASDAQ: COMS | | | | | | | | -FEBRUARY 2022 | | | | FORWARD LOOKING STATEMENT CONNECTING TOMORROW Certain of the information contained in this presentation may contain "forward-looking information". For ...