COMTECH TELECOMMUNICATIONS CORP DE

S-11 tm2419253d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on July 16, 2024.

Registration Statement No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

***UNDER

THE SECURITIES ACT OF 1933*

(Exact name of Registrant as specified in its charter)

305 N 54 th Street

Chandler, Arizona 85226

(480) 333-2200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael A. Bondi

Chief Financial Officer

305 N 54th Street

Chandler, Arizona 85226

(480) 333-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Raphael M. Russo

Paul, Weiss, Rifkind, Wharton, Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3309

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

Up to 1,435,884 shares of Common Stock underlying the Warrants

This prospectus relates to the resale from time to time, by the selling stockholders (the “Selling Stockholders”) identified in this prospectus under the caption “Selling Stockholders,” of up to 1,435,884 shares of common stock (the “Warrant Shares”), par value $0.10 per share (the “Common Stock”), which the selling stockholders may acquire upon the exercise of outstanding warrants (the “Warrants”).

We issued the Warrants to the Selling Stockholders in a private placement concurrent with the entry into our Credit Facility (as defined herein). Each Warrant will have an exercise price of $0.10 per share of Common Stock. The Warrants will expire on or prior to the close of business on June 17, 2031.

The closing of the issuance and sale of the Warrants was consummated on June 17, 2024.

The Selling Stockholders of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the Common Stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 8 and “Plan of Distribution” beginning on page 11 of this prospectus for more information.

Our Common Stock is listed on the Nasdaq Stock Market LLC under the symbol “CMTL.”

On July 15, 2024, the last reported sale price of our Common Stock was $3.27 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2024.

TABLE OF CONTENTS

Prospectus

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