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EX-16.1 - LETTER FROM MALONEBAILEY, LLP DATED FEBRUARY 13, 2020 - COMSovereign Holding Corp.f8k021320ex16-1_comsovereign.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): February 13, 2020

 

COMSOVEREIGN HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-150332   46-5538504

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

 

5000 Quorum Drive, STE 400

Dallas, TX 75254

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code: (904) 834-4400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

On February 13, 2020, COMSovereign Holding Corp. (the “Company”) dismissed MaloneBailey, LLP as the Company’s independent auditors for the fiscal year ended December 31, 2019. The Company has engaged Haskell & White LLP (“H&W”) as its successor independent auditor. This change was approved by the Company’s Board of Directors.

 

The report of MaloneBailey, LLP on the Company’s financial statements for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

In connection with the audits of the Company’s financial statements for each of the two years in the period ended December 31, 2018, and in the subsequent interim periods, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and MaloneBailey, LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedure that, if not resolved to the satisfaction of MaloneBailey, LLP, would have caused it to make reference to the matter thereof in connection with its report for such years and (ii) no “reportable events” within the meaning of Item 304(a)(i)(v) of Regulation S-K except for the material weakness described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

Prior to engaging H&W, the Company had not consulted H&W regarding the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or a reportable event, nor did the Company consult with H&W regarding any disagreements with its prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused the prior auditor to make a reference to the subject matter of the disagreements in connection with its reports.

 

The Company provided MaloneBailey, LLP with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that MaloneBailey, LLP furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated February 13, 2020, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c) Exhibits.

 

Exhibit No.   Description
16.1   Letter from MaloneBailey, LLP dated February 13, 2020.

 

1

 

 

SIGNATURE

 

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

 

Date: February 14, 2020 COMSOVEREIGN HOLDING CORP.
     
  By: /s/ Daniel L. Hodges
    Daniel L. Hodges
    Chairman and Chief Executive Officer

 

 

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