Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
transaction | CMTL | Series A Conv Preferred Stock (Series A Preferred Stock) | Disposed to Issuer | -20K | -100% | 0 | Dec 13, 2023 | Common Stock | 946K | See footnote | F1, F2, F3, F4, F5, F6 | |||
transaction | CMTL | Series A-1 Conv Preferred Stock (Series A-1 Preferred Stock) | Award | +20K | 20K | Dec 13, 2023 | Common Stock | 946K | See footnote | F4, F5, F6, F7, F8, F9 |
Id | Content |
---|---|
F1 | Conversion price of $23.97. The original Conversion Price of $24.50 was adjusted pursuant to the Certificate of Designations of the Series A Preferred Stock (the "Series A CoD") to $23.97. |
F2 | Holders of Series A Preferred Stock had the right to convert their shares of Series A Preferred Stock at or following the earlier to occur of (x) the later of (A) October 19, 2022 and (B) the date of the filing of the Issuer's Annual Report on Form 10-K for the fiscal year ended July 31, 2022 (or if the Company was not then subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the date the Issuer reported the Fiscal 2022 Adjusted EBITDA (as defined in the Series A CoD) to holders of Series A Preferred Stock) and (y) immediately prior to (and conditioned upon) the consummation of a Change of Control (as defined in the Series A CoD). Subject to the terms and conditions set forth in the Series A CoD, the Issuer had the right to designate any business day after October 19, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series A Preferred Stock. |
F3 | The Series A Preferred Stock had no expiration date. |
F4 | Includes accumulated dividends through September 30, 2023. |
F5 | The shares of Series A Preferred Stock were exchanged for the shares of Series A-1 Preferred Stock on a one-for-one basis. |
F6 | The securities reported herein are held by a fund managed by White Hat Capital Partners LP, a Delaware limited partnership (the "WH Investment Manager"). Mr. Mark R. Quinlan (the "Reporting Person") serves as the co-managing member of the general partner of the WH Investment Manager. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
F7 | Conversion price of $23.97, subject to adjustments as set forth in the Certificate of Designations of the Series A-1 Preferred Stock (the "Series A-1 CoD"). |
F8 | Holders of Series A-1 Preferred Stock have the right to convert their shares of Series A-1 Preferred Stock at any time. Subject to the terms and conditions set forth in the Series A-1 CoD, the Issuer has the right to designate any business day after October 19, 2024 as a conversion date for all or any portion that is a whole number of the outstanding shares of Series A-1 Preferred Stock. |
F9 | The Series A-1 Preferred Stock has no expiration date. |