COMTECH TELECOMMUNICATIONS CORP /DE/ 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On March 2, 2021, in connection with our acquisition of UHP Networks Inc. ("UHP"), we issued 1,026,567 shares of our common stock, based on a volume weighted average stock price of approximately $28.14 per share, to satisfy initial payment and escrow arrangements under the terms of the stock purchase agreement. These shares were issued in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, which exempts from the registration requirements any security that is issued in a transaction by an issuer not involving any public offering. On March 3, 2021, we filed a shelf registration statement on Form S-3 (No. 333-253827) with the SEC for the sale by the selling stockholder of UHP of up to 1,381,567 shares of our common stock. See " Notes to Condensed Consolidated Financial Statements - Note (2) - Acquisitions - UHP Networks Inc. " for further information concerning the acquisition. Item 4. Mine Safety Disclosures Not applicable. Item 6. Exhibits Exhibit 31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 101.INS - The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2021, formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders' Equity, (iv) Condensed Consolidated Statement of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements Exhibit 101.SCH - Inline XBRL Taxonomy Extension Schema Document Exhibit 101.CAL - Inline XBRL Taxonomy Extension Calculation Linkbase Document Exhibit 101.LAB - Inline XBRL Taxonomy Extension Labels Linkbase Document Exhibit 101.PRE - Inline XBRL Taxonomy Extension Presentation Linkbase Document Exhibit 101.DEF - Inline XBRL Taxonomy Extension Definition Linkbase Document Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) 62 Index SIGNATURES Pursuant to the requirements 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. COMTECH TELECOMMUNICATIONS CORP. (Registrant) Date: June 8, 2021 By: /s/ Fred Kornberg (Date) Fred Kornberg Chairman of the Board Chief Executive Officer (Principal Executive Officer) Date: June 8, 2021 By: /s/ Michael A. Bondi (Date) Michael A. Bondi Chief Financial Officer (Principal Financial and Accounting Officer) 63