Item 1.01. Entry into a Material Definitive Agreement.
On August 17, 2021, COMSovereign Holding Corp. (the “Company,” “we,” “us,” or
“our company”) entered into a Share Purchase Agreement dated as of August 17,
2021 (the “Purchase Agreement”) among our company, Saguna Networks Ltd., a
company organized under the laws of the State of Israel (“Saguna”), the holders
of common shares of SNL that are parties thereto, which hold approximately 97.6%
of the voting power of the outstanding capital stock of Saguna, and Ben Weiss,
solely in his capacity as the representative of the shareholders of SNL,
pursuant to which, subject to the terms and conditions of the Purchase Agreement
we will purchase all of the issued and outstanding share capital of SNL.
Pursuant to the terms of the Purchase Agreement, at the completion of the
transactions contemplated by the Purchase Agreement, we will acquire all of the
issued and outstanding capital stock and options to purchase capital stock of
Saguna for a purchase price consisting of $38,157 in cash and an aggregate of
approximately 6,487,159 shares of our common stock, par value $0.0001 per share
(the “Common Stock”). Approximately 4,486,255 shares of Common Stock of the
acquisition consideration will be issued to lenders or other counterparties in
satisfaction of certain outstanding loan and contractual obligations of Saguna.
In addition, we will pay certain of Saguna’s third-party expenses in connection
with the transactions contemplated by the Purchase Agreement in an amount not to
exceed $70,000. An aggregate of approximately 1,297,432 shares of the Common
Stock issuable by us will be held in an escrow fund for purposes of satisfying
any post-closing indemnification claims of the current Saguna security holders
under the Purchase Agreement.
Saguna, 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, 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.
Saguna’s Edge Cloud operates on general purpose computing hardware but can be
optimized to support the latest artificial intelligence (AI) and machine
learning features through dedicated accelerators.
The Purchase Agreement contains customary representations, warranties and
covenants of our company, on one hand, and Saguna, on the other hand, including,
among others, covenants by Saguna with respect to the operations of Saguna
during the period between execution of the Purchase Agreement and the completion
of the transaction. The Purchase Agreement also provides that each party will
indemnify the other party 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 Purchase Agreement, the completion of the transaction is
conditioned upon, among other things, our satisfaction and completion of the
notification and bring along to the non-signing Saguna shareholders in
accordance with Section 341 of the Israeli Companies Law, 1999, and other
customary closing conditions. The notification and bring along of Section 341 of
the Israeli Companies Law generally takes 30 days. The Purchase Agreement also
provides for limited termination rights, including, among others, by the mutual
consent of our company and Saguna, upon certain breaches of representations,
warranties, covenants or agreements, and in the event the completion of the
transaction has not been consummated before November 12, 2021, subject to the
ability of the parties to extend under certain circumstances.
The foregoing description of the Purchase Agreement does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of the Purchase Agreement, a copy of which is attached hereto as
Exhibit 10.1, which is incorporated herein by reference thereto.
The Purchase 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 Saguna. The
representations, warranties and covenants set forth in the Purchase Agreement
were made solely between the parties to the Purchase 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 Purchase 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 Purchase
Agreement rather than establishing matters as facts. Information concerning the
subject matter of the representations and warranties may change after the date
of the Purchase Agreement, which subsequent information may or may not be fully
reflected in our public disclosures. For the foregoing reasons, no person should
rely on the warranties as statements of factual information at the time they
were made or otherwise.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit Number Description 10.1* Share Purchase Agreement, dated as of August 17, 2021, among COMSovereign Holding Corp., Saguna Networks Ltd., the shareholders of Saguna Networks Ltd. party thereto and Ben Weiss, as Shareholders' Representative.
* Schedules, exhibits and similar supporting attachments or agreements to the
Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K.
The registrant agrees to furnish a supplemental copy of any omitted schedule or
similar attachment to the Securities and Exchange Commission upon request.
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