• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    Amendment: SEC Form SC 13D/A filed by Comtech Telecommunications Corp.

    10/18/24 9:47:52 PM ET
    $CMTL
    Radio And Television Broadcasting And Communications Equipment
    Technology
    Get the next $CMTL alert in real time by email
    SC 13D/A 1 p24-3007sc13da.htm COMTECH TELECOMMUNICATIONS CORP.

     

    SECURITIES AND EXCHANGE COMMISSION  
    Washington, D.C. 20549  
       
    SCHEDULE 13D/A
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*
     

    Comtech Telecommunications Corp.

    (Name of Issuer)
     

    Common stock, par value $0.10 per share

    (Title of Class of Securities)
     

    205826209

    (CUSIP Number)
     
    Mark R. Quinlan
    c/o White Hat Capital Partners LP
    520 Madison Avenue, 33rd Floor
    New York, New York 10022
    (212) 257-5940
     
    With a copy to:
     

    Eleazer Klein, Esq.

    Clara Zylberg, Esq.

    Schulte Roth & Zabel LLP
    919 Third Avenue
    New York, NY 10022

    (212) 756-2000

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)
     

    October 17, 2024

    (Date of Event Which Requires Filing of This Statement)
     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

     (Page 1 of 14 Pages)

    ______________________________

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

     

    CUSIP No. 205826209SCHEDULE 13D/APage 2 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    White Hat Strategic Partners LP

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock (as defined in Item 4 below))*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.99%*

    14

    TYPE OF REPORTING PERSON

    PN

             

    *The conversion of shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker (as defined in Item 4 below) and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Series B-2 Convertible Preferred Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11). In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement (as defined and as described in Item 4).

     

    CUSIP No. 205826209SCHEDULE 13D/APage 3 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    White Hat SP GP LLC

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    3,529,095 shares of Common Stock (including 3,281,456 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.99%*

    14

    TYPE OF REPORTING PERSON

    OO

             

    *The conversion of shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Series B-2 Convertible Preferred Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11). In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 4 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    White Hat Strategic Partners II LP

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    WC, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    3.20%*

    14

    TYPE OF REPORTING PERSON

    PN

             

    * The conversion of the shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker. The number of shares of Common Stock in rows (8), (10) and (11) and the percentage set forth in row (13) reflect the conversion in full of the Series B-2 Convertible Preferred Stock reported on this cover page, however, the ability to convert such Series B-2 Convertible Preferred Stock at any given time is subject to the Blocker which applies to the beneficial ownership of the Reporting Persons in the aggregate. In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 5 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    White Hat SP GP II LLC

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    950,698 shares of Common Stock (including 850,698 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    3.20%*

    14

    TYPE OF REPORTING PERSON

    OO

             

    * The conversion of the shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker. The number of shares of Common Stock in rows (8), (10) and (11) and the percentage set forth in row (13) reflect the conversion in full of the Series B-2 Convertible Preferred Stock reported on this cover page, however, the ability to convert such Series B-2 Convertible Preferred Stock at any given time is subject to the Blocker which applies to the beneficial ownership of the Reporting Persons in the aggregate. In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement. 

     

    CUSIP No. 205826209SCHEDULE 13D/APage 6 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    White Hat Capital Partners LP

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    State of Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.99%*

    14

    TYPE OF REPORTING PERSON

    PN

             

     *The conversion of shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Series B-2 Convertible Preferred Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11). In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 7 of 14 Pages

     

     

    1

    NAME OF REPORTING PERSON

    David J. Chanley

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    -0-

    8

    SHARED VOTING POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    -0-

    10

    SHARED DISPOSITIVE POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.99%*

    14

    TYPE OF REPORTING PERSON

    IN

             

     *The conversion of shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Series B-2 Convertible Preferred Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11). In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement.

     

     

    CUSIP No. 205826209SCHEDULE 13D/APage 8 of 14 Pages

     

    1

    NAME OF REPORTING PERSON

    Mark R. Quinlan

    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ¨

    (b) x

    3 SEC USE ONLY
    4

    SOURCE OF FUNDS

    AF, OO (see Item 3)

    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
    6

    CITIZENSHIP OR PLACE OF ORGANIZATION

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7

    SOLE VOTING POWER

    54,655 shares of Common Stock (See Item 6 of the Schedule 13D)

    8

    SHARED VOTING POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    9

    SOLE DISPOSITIVE POWER

    54,655 shares of Common Stock (See Item 6 of the Schedule 13D)

    10

    SHARED DISPOSITIVE POWER

    4,479,793 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)*

    11

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

    4,534,448 shares of Common Stock (including 4,132,154 shares of Common Stock issuable upon conversion of shares of Series B-2 Convertible Preferred Stock)* (See Item 6 of the Schedule 13D)

    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
    13

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    9.99%*

    14

    TYPE OF REPORTING PERSON

    IN

             

     *The conversion of shares of Series B-2 Convertible Preferred Stock reported herein is subject to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Series B-2 Convertible Preferred Stock in full and does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11). In addition, the voting power of the shares of Common Stock issuable upon conversion of the Series B-2 Preferred Stock is subject to restrictions set forth in the Voting Agreement.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 9 of 14 Pages

    The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on January 24, 2024 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the undersigned with the Securities and Exchange Commission on June 18, 2024 (“Amendment No. 1” and the Original Schedule 13D as amended by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless specified otherwise, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

     

    Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
       
    Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:
       
      WHSP acquired (i) 24,071.05 shares of Series B-2 Convertible Preferred Stock (as defined in Item 4) reported herein by surrendering to the Issuer 24,071.05 shares of Series B-1 Convertible Preferred Stock for cancellation and (ii) 481.41 shares of Series B-2 Convertible Preferred Stock as October Additional Shares (as defined and described in the Subscription and Exchange Agreement). WHSP II acquired (i) 6,240.27 shares of Series B-2 Convertible Preferred Stock reported herein by surrendering to the Issuer 6,240.27 shares of Series B-1 Convertible Preferred Stock and (ii) 124.81 shares of Series B-2 Convertible Preferred Stock as October Additional Shares.

     

    Item 4. PURPOSE OF TRANSACTION
       
    Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
       
      Subscription and Exchange Agreement
       

      On October 17, 2024, the White Hat Funds entered into an Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”) with the Issuer and the other investors listed on the signature pages attached thereto (each of the White Hat Funds and such other parties, an “Investor” and collectively, the “Investors”) pursuant to which the parties agreed to change certain terms of the Series B-1 Convertible Preferred Stock.  The changes (i) altered the date on which preferred holders can opt to have the Issuer repurchase their Series B-2 Convertible Preferred Stock in certain circumstances, (ii) provided for increases to the dividend rate in certain circumstances and provided for an option for the preferred holders to elect to receive dividends in cash (to the extent permitted by law), and (iii) clarified the preferred holders’ existing consent rights, among other things. To effect the changes described above, (i) WHSP exchanged 24,071.05 shares of Series B-1 Convertible Preferred Stock for 24,071.05 shares of the Issuer’s newly issued Series B-2 Convertible Preferred Stock, par value $0.10 per share, with an initial liquidation preference of $1,067.87 per share (the per share liquidation preference of the Series B-1 Convertible Preferred Stock as of October 16, 2024) (the “Series B-2 Convertible Preferred Stock”), (ii) WHSP II exchanged 6,240.27 shares of Series B-1 Convertible Preferred Stock for 6,240.27 shares of Series B-2 Convertible Preferred Stock, (iii) WHSP acquired 481.41 shares of Series B-2 Convertible Preferred Stock as October Additional Shares and (iv) WHSP II acquired 124.81 shares of Series B-2 Convertible Preferred Stock as October Additional Shares. The transactions contemplated by the Subscription and Exchange Agreement closed on October 17, 2024 (the “Closing Date”).

     

    CUSIP No. 205826209SCHEDULE 13D/APage 10 of 14 Pages

      

      In connection with the closing of the transactions contemplated by the Subscription and Exchange Agreement, the White Hat Funds also entered into a Voting Agreement with the Issuer (the “Voting Agreement”), substantially consistent with the existing voting agreement between the parties, pursuant to which the White Hat Funds agreed, subject to the qualifications and exceptions set forth in the Voting Agreement, to vote their shares of Series B-2 Convertible Preferred Stock or shares issued upon conversion of the Series B-2 Convertible Preferred Stock that exceed 3.4999% of the Issuer’s outstanding voting power as of January 22, 2024 in the same proportion as the vote of all holders (excluding the Investors) of the Series B-2 Convertible Preferred Stock or Common Stock, as applicable. The prior voting agreement dated as of June 17, 2024 by and among the White Hat Funds and the Issuer was terminated and is of no further force or effect in its entirety.
       
      Also, in connection with the closing of the transaction contemplated by the Subscription and Exchange Agreement, the White Hat Funds entered into a Registration Rights Agreement (the “Registration Rights Agreement”), substantially consistent with the existing registration rights agreement between the parties, with the Issuer and the other Investors, pursuant to which the Issuer granted the Investors certain customary registration rights with respect to the shares of Common Stock issued and issuable upon conversion of the Series B-2 Convertible Preferred Stock and upon exercise of the Warrants issued in substitution for the Series B-2 Convertible Preferred Stock in certain circumstances (described below).
       
      Except for the changes described above, the powers, preferences and rights of the Series B-2 Convertible Preferred Stock are substantially the same as those of the Series B-1 Convertible Preferred Stock, including, without limitation, that the shares of Series B-2 Convertible Preferred Stock are convertible, subject to the Blocker, into shares of Common Stock at a conversion price of $7.99 per share of Common Stock (the same as the conversion price of the Series B-1 Convertible Preferred Stock, and subject to the same adjustments).
       

      Like the Series B-1 Convertible Preferred Stock, the Series B-2 Convertible Preferred Stock will provide for repurchase of the Series B-2 Convertible Preferred Stock at the Issuer’s option or the holders’ options upon the occurrence of specified asset sales. Upon the occurrence of such repurchases by an Investor or the Issuer, the Issuer will issue to each Investor whose shares of Series B-2 Convertible Preferred Stock were repurchased a warrant to purchase Common Stock (a “Warrant”). A Warrant will represent the right to acquire Common Stock, as further described in the Subscription and Exchange Agreement, for a term of five years and six months from the issuance of such Warrant, in the amount of (x) the aggregate Liquidation Preference of shares of Series B-2 Convertible Preferred Stock purchased by the Issuer divided by (y) the conversion price as of such Optional Repurchase Date (as defined in the Certificate of Designations of the Series B-2 Convertible Preferred Stock (the “Series B-2 Certificate of Designations”)) or the Optional Call Date (as defined in the Subscription and Exchange Agreement), subject to adjustments set forth in the Warrant, and with an initial exercise price equal to the conversion price as of such Optional Repurchase Date or the Optional Call Date, as applicable, in each case, subject to adjustments substantially similar to the Series B-2 Convertible Preferred Stock.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 11 of 14 Pages

      

      The foregoing descriptions of the Subscription and Exchange Agreement, Series B-2 Certificate of Designations, Warrant, Voting Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Subscription and Exchange Agreement, Certificate of Designations, Form of Warrant, Voting Agreement and Registration Rights Agreement. For further information regarding the Subscription and Exchange Agreement, Certificate of Designations, Warrant, Voting Agreement and Registration Rights Agreement reference is made to the texts of the Subscription and Exchange Agreement, Certificate of Designations, Form of Warrant, Form of Voting Agreement and Registration Rights Agreement, which have been filed as Exhibit 99.8 hereto, Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 18, 2024, and Exhibit 99.9, Exhibit 99.10 and Exhibit 99.11 hereto, respectively, and incorporated by reference herein.
       
      Subordinated Credit Agreement
       
      On October 17, 2024, the Issuer entered into a Subordinated Credit Agreement with WHSP II, other existing holders of the Issuer’s convertible preferred stock and U.S. Bank Trust Company, National Association, as agent (the “Subordinated Credit Agreement”).
       
      The Subordinated Credit Agreement provides a subordinated unsecured term loan facility in the aggregate principal amount of $25.0 million (the “Subordinated Credit Facility”).  The proceeds of the Subordinated Credit Facility will (i) cure the Company’s default on certain financial covenants under the Senior Credit Agreement with respect to the fourth quarter of fiscal 2024, (ii) provide additional liquidity to the Company and (iii) fund general working capital needs, including support of the Company’s transformation initiatives.
       
      The Subordinated Credit Agreement is subject to a Make-Whole Amount with respect to certain repayments or prepayments. The Make-Whole Amount is an amount equal to (i) from the closing date through (but not including) the date that is 9 months thereafter, $25.0 million multiplied by 33.0%, (ii) from the date that is 9 months after the closing date through (but not including) the date that is the second anniversary of the closing date, $25.0 million multiplied by 50.0%, (iii) from the second anniversary of the closing date and thereafter, $25.0 million multiplied by 75.0% plus, in the case of clause (iii), interest accrued on $25.0 million at the Make-Whole Interest Rate (as defined below) starting on the second anniversary of the closing date and calculated as of any such date of determination. The Make-Whole Interest Rate is a rate equal to 16.0% per annum, which is increased by 2.0% per annum upon the occurrence and during the continuation of an event of default under the Subordinated Credit Agreement.
       

      The obligations under the Subordinated Credit Facility are guaranteed by the same guarantors under the Senior Credit Agreement. The Subordinated Credit Facility matures 90 days after the Senior Credit Facility Maturity Date under the Senior Credit Agreement.  

     

    CUSIP No. 205826209SCHEDULE 13D/APage 12 of 14 Pages

      

      The Subordinated Credit Agreement contains customary representations, warranties and affirmative covenants, in each case substantially consistent with the representations and warranties and affirmative covenants under the Senior Credit Agreement. The Subordinated Credit Agreement contains customary negative covenants, subject to negotiated exceptions, including but not limited to: (i) liens, (ii) investments, (iii) indebtedness, (iv) significant corporate changes, including mergers and acquisitions, (v) dispositions, (vi) restricted payments, including stockholder dividends, and (vii) certain other restrictive agreements.
       
      Capitalized terms used, but not defined, in this section under the heading “Subordinated Credit Agreement” have the meanings set forth in the Senior Credit Agreement or the Subordinated Credit Agreement.
       
      The foregoing description of the Subordinated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subordinated Credit Agreement. For further information regarding the Subordinated Credit Agreement reference is made to the text of the Subordinated Credit Agreement, which has been filed as Exhibit 99.12 hereto, and incorporated by reference herein.

     

    Item 5. INTEREST IN SECURITIES OF THE ISSUER
       
    Items 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety:
       
    (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of shares of Common Stock beneficially owned by each of the Reporting Persons, which includes accumulated dividends through October 16, 2024.  The percentages used in this Schedule 13D are calculated based upon an aggregate of 28,866,682 shares of Common Stock outstanding as of October 14, 2024, as reported in Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024, and assumes the conversion of the shares of Series B-2 Convertible Preferred Stock held by the White Hat Funds, subject to the Blocker.
       
    (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition, which includes accumulated dividends through October 16, 2024.
       
    (c) No transactions in the shares of Common Stock were effected by the Reporting Persons during the past sixty (60) days.

     

    CUSIP No. 205826209SCHEDULE 13D/APage 13 of 14 Pages

      

    Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
       
    Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:
       
      The Reporting Persons’ response to Item 4 of this Amendment No. 2 is incorporated by reference into this Item 6.
       
      Mr. Quinlan holds a total of 54,655 restricted stock units in consideration for his service on the Board. The restricted stock units will cliff vest on the first anniversary of the date of grant as long Mr. Quinlan continues to serve as a member of the Board through such date, and will be settled in shares of Common Stock.  Shares of Common Stock corresponding to vested units will be delivered to Mr. Quinlan within 30 days of termination of directorship, with respect to 27,627 restricted stock units, and 60 days of termination of directorship, with respect to 27,028 restricted stock units.

     

    Item 7. MATERIAL TO BE FILED AS EXHIBITS
       
    Item 7 is hereby amended and supplemented to include the following:
       
    Exhibit 99.8 Subscription and Exchange Agreement, dated as of October 17, 2024 (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
       
    Exhibit 99.9 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
       
    Exhibit 99.10 Form of Voting Agreement (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
       
    Exhibit 99.11 Registration Rights Agreement, dated as of October 17, 2024 (incorporated by reference to Exhibit 10.5 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
       
    Exhibit 99.12 Subordinated Credit Agreement, dated as of October 17, 2024, by and among Comtech Telecommunications Corp., as borrower, the lenders named therein, and U.S. Bank Trust Company, National Association, as agent (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed with the SEC on October 18, 2024).

     

     

    CUSIP No. 205826209SCHEDULE 13D/APage 14 of 14 Pages

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    DATE:  October 18, 2024 /s/ Mark R. Quinlan
      MARK R. Quinlan, (i) individually, (ii) as Managing Member of:  (a) White Hat SP GP LLC, (x) for itself and (y) as General Partner of White Hat Strategic Partners LP, (b) White Hat SP GP II LLC, (x) for itself and (y) as General Partner of White Hat Strategic Partners II LP and (c) White Hat Capital Partners GP LLC, as General Partner of White Hat Capital Partners LP.
       
      /s/ David J. Chanley
      DAVID J. CHANLEY, individually

     

     

    Get the next $CMTL alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $CMTL

    DatePrice TargetRatingAnalyst
    6/25/2024$3.50Underperform → Hold
    Jefferies
    12/15/2023$18.25Buy
    B. Riley Securities
    12/8/2023$10.00 → $7.50Hold → Underperform
    Jefferies
    6/15/2022$32.00 → $10.00Buy → Hold
    Jefferies
    6/13/2022$12.00Market Perform → Outperform
    Noble Capital Markets
    12/13/2021$24.00 → $27.00Neutral
    Citigroup
    10/5/2021$26.00 → $24.00Neutral
    Citigroup
    10/5/2021Outperform → Market Perform
    Noble Capital Markets
    More analyst ratings

    $CMTL
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Comtech Completes Initial VSAT Deliveries for Strategically Significant Navy Partner in APAC Region

      April 9, 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, announced today that Comtech Satellite Networks Technologies Corp., located in Montreal, Canada, recently completed initial deliveries of the Company's next generation Very Small Aperture Terminal ("VSAT") systems to a strategically significant allied Navy partner in the Asia Pacific ("APAC") region. The initial deliveries of Comtech's VSAT systems mark an important milestone for a comprehensive Navy fleet modernization program. To support the program, Comtech's next generation VSAT systems are being installed on a wide range of Naval platforms including s

      4/9/25 9:04:00 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech Announces Financial Results for Second Quarter of Fiscal 2025

      March 12, 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today reported financial results for its second quarter ended January 31, 2025. "When I became Comtech's President and CEO on January 13, we announced both unsatisfactory financial results for the first quarter ended October 31, 2024 as well as a comprehensive transformation plan to address longstanding issues and better position the Company going forward. I am pleased to report that we are making strong progress in the execution of that transformation plan which has started to position the Company in a positive trajectory for a successful future," stated

      3/12/25 4:20:00 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech to Report Second Quarter Fiscal 2025 Results on March 12, 2025

      March, 11 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today announced that it plans to release its second quarter fiscal 2025 results after the market closes on Wednesday, March 12, 2025. Following the release of the second quarter fiscal 2025 financial results, Comtech's leadership team invites shareholders, potential shareholders, and other interested parties to join a conference call at 5:00 p.m. ET on Wednesday, March 12, to discuss the Company's results, operations, and business trends. A real-time webcast of the call will be available to the public at the investor relations section of the Comtech web

      3/11/25 9:00:00 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    Financials

    Live finance-specific insights

    See more
    • Comtech Announces Financial Results for Second Quarter of Fiscal 2025

      March 12, 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today reported financial results for its second quarter ended January 31, 2025. "When I became Comtech's President and CEO on January 13, we announced both unsatisfactory financial results for the first quarter ended October 31, 2024 as well as a comprehensive transformation plan to address longstanding issues and better position the Company going forward. I am pleased to report that we are making strong progress in the execution of that transformation plan which has started to position the Company in a positive trajectory for a successful future," stated

      3/12/25 4:20:00 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech to Report Second Quarter Fiscal 2025 Results on March 12, 2025

      March, 11 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today announced that it plans to release its second quarter fiscal 2025 results after the market closes on Wednesday, March 12, 2025. Following the release of the second quarter fiscal 2025 financial results, Comtech's leadership team invites shareholders, potential shareholders, and other interested parties to join a conference call at 5:00 p.m. ET on Wednesday, March 12, to discuss the Company's results, operations, and business trends. A real-time webcast of the call will be available to the public at the investor relations section of the Comtech web

      3/11/25 9:00:00 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech Announces Improved Capital Structure

      New Capital Infusion of $40 Million Immediate Reduction in Senior Debt, Waiver of Financial Covenants and Enhanced Financial Flexibility March 3, 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today announced an amendment to its senior secured credit agreement that cures the covenant breaches as of January 31, 2025, that the Company had disclosed it anticipated in its earnings release, 10Q and conference call on January 13, 2025. The agreement also provides for improved financial flexibility with the suspension of the fixed charge coverage ratio and the net leverage ratio covenants in the senior secured cred

      3/3/25 4:30:00 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    Leadership Updates

    Live Leadership Updates

    See more
    • Comtech Appoints David B. Kagan to its Board of Directors

      February 18, 2025-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global communications technology leader, today announced that the Comtech Board of Directors (the "Board") has appointed David (Dave) B. Kagan as an independent director to the Board, effective February 13, 2025. Mr. Kagan has deep experience leading satellite communications companies over the course of his career, which spans more than 35 years. Most recently, he served as CEO of Globalstar, where he drove significant top and bottom line improvements. He also expanded Globalstar's services beyond the legacy of one-way messaging and GPS to focus on satellite IoT and was a key contributor in s

      2/18/25 4:30:00 PM ET
      $CMTL
      $GSAT
      $KVHI
      Radio And Television Broadcasting And Communications Equipment
      Technology
      Telecommunications Equipment
      Consumer Discretionary
    • Comtech Appoints Daniel Gizinski as New President of Satellite & Space Communications Segment

      November 19, 2024-- Comtech Telecommunications Corp. (NASDAQ:CMTL) ("Comtech" or the "Company"), a global technology leader, announced today the appointment of Daniel Gizinski as President of the Company's Satellite & Space Communications ("S&S") segment. With extensive industry leadership experience and a collaborative, hands-on approach to solving customer challenges, Gizinski will play a central role in advancing Comtech's S&S strategy, including its expanding portfolio of next-generation satellite solutions and vision as a pure-play satellite and space communications company. Gizinski brings over 15 years of experience in satellite communications engineering, operations, product strat

      11/19/24 9:00:00 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech Announces Amicable Resolution With the Porcelain/Kornberg/Timoshenko Group

      Names Michael Hildebrandt as New Independent Director Will Appoint an Additional Mutually Agreed Independent Director Comtech Telecommunications Corp. (NASDAQ:CMTL) (the "Company"), a global technology leader, today announced that its Board of Directors entered into a cooperation agreement with Michael Porcelain, Fred Kornberg, and Oleg Timoshenko (the "Investor Group"). Pursuant to the agreement: Comtech has appointed Michael Hildebrandt, Senior Investment Professional at Freshford Capital Management, to the Board, effective immediately; The Board will appoint an additional new independent director mutually acceptable to both Comtech and the Investor Group (the "Additional Direct

      11/18/24 8:00:00 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Comtech Telecom upgraded by Jefferies with a new price target

      Jefferies upgraded Comtech Telecom from Underperform to Hold and set a new price target of $3.50

      6/25/24 7:30:59 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • B. Riley Securities initiated coverage on Comtech Telecom with a new price target

      B. Riley Securities initiated coverage of Comtech Telecom with a rating of Buy and set a new price target of $18.25

      12/15/23 8:05:10 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech Telecom downgraded by Jefferies with a new price target

      Jefferies downgraded Comtech Telecom from Hold to Underperform and set a new price target of $7.50 from $10.00 previously

      12/8/23 1:51:30 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13D/A filed by Comtech Telecommunications Corp.

      SC 13D/A - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Subject)

      11/18/24 5:30:12 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • SEC Form SC 13G filed by Comtech Telecommunications Corp.

      SC 13G - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Subject)

      11/13/24 6:46:39 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • SEC Form SC 13G filed by Comtech Telecommunications Corp.

      SC 13G - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Subject)

      11/13/24 6:10:53 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Chief Legal Officer Walther Donald E. converted options into 1,685 units of Common Stock Par Value $.10 Per Share and covered exercise/tax liability with 562 units of Common Stock Par Value $.10 Per Share, increasing direct ownership by 4% to 26,151 units (SEC Form 4)

      4 - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Issuer)

      4/29/25 4:40:30 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • SEC Form 4 filed by Director Quinlan Mark R.

      4 - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Issuer)

      3/4/25 4:14:46 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • SEC Form 4 filed by Director Kagan David B.

      4 - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Issuer)

      2/26/25 8:36:59 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology

    $CMTL
    SEC Filings

    See more
    • SEC Form SCHEDULE 13G filed by Comtech Telecommunications Corp.

      SCHEDULE 13G - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Subject)

      4/29/25 9:02:44 AM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • Comtech Telecommunications Corp. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Filer)

      3/12/25 4:29:48 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology
    • SEC Form 10-Q filed by Comtech Telecommunications Corp.

      10-Q - COMTECH TELECOMMUNICATIONS CORP /DE/ (0000023197) (Filer)

      3/12/25 4:22:27 PM ET
      $CMTL
      Radio And Television Broadcasting And Communications Equipment
      Technology