Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On March 2, 2021, in connection with our acquisition of UHP Networks Inc.
−Removed: ("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.
−Removed: 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.
−Removed: On March 3, 2021, we filed a shelf registration statement on Form S-3 (No.
−Removed: 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.
−Removed: See " Notes to Condensed Consolidated Financial Statements - Note (2) - Acquisitions - UHP Networks Inc.
−Removed: " for further information concerning the acquisition.
+Added: See "Notes to Condensed Consolidated Financial Statements - Note (17) - Convertible Preferred Stock" of this Form 10-Q for information regarding unregistered sales of equity securities and use of proceeds.
Mine Safety Disclosures
Not applicable.
+Added: Exhibit 3.1 - Certificate of Designations designating the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 22, 2021)
+Added: Exhibit 3.2 - Certificate of Correction of Certificate of Designations of Series A Convertible Preferred Stock, dated November 9, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021)
+Added: Exhibit 10.1 - Subscription Agreement, dated as of October 18, 2021, by and among Comtech Telecommunications Corp.
+Added: and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 22, 2021)
+Added: Exhibit 10.2 - Registration Rights Agreement, dated as of October 19, 2021, by and among Comtech Telecommunications Corp.
+Added: and the Investors named therein (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on October 22, 2021)
+Added: Exhibit 10.3 Form of Amended and Restated Voting Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021)
Exhibit 31.1 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 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:
−Removed: (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
+Added: Exhibit 101.INS - The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2021, formatted in inline XBRL:
+Added: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Convertible Preferred Stock and 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
6 unchanged sentences
COMTECH TELECOMMUNICATIONS CORP.
−Removed: June 8, 2021 By:
+Added: December 9, 2021 By:
/s/ Fred Kornberg
(Date) Fred Kornberg
−Removed: Chairman of the Board
+Added: Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
−Removed: June 8, 2021 By:
+Added: December 9, 2021 By:
/s/ Michael A.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.