As noted above, it is possible that matters other than those described in this Proxy Statementproxy statement may be brought before stockholders at the Annual Meeting, although we are not aware of any other such matters at the time of the printing and mailing of this proxy statement. If other matters are properly introduced for action at the Annual Meeting, the persons named on the accompanying proxy card will vote your shares on any such matter as recommended by the Board of Directors or, if no recommendation is given, the proxies will vote your shares in their discretion.

The Company will request banks, brokers and other custodians, nominees and fiduciaries to forward proxy soliciting material to beneficial owners of shares held of record by such persons and obtain their voting instructions. The Company will reimburse such persons at approved rates for their expenses in connection with the foregoing activities. The cost of soliciting proxies will be borne by Comtech.the Company.

Under our By-Laws, a stockholder nomination for election to our Board of Directors may not be made at the 20232024 Annual Meeting unless notice (including all information required under Article II, Section 8 of our By-Laws)By- Laws) is delivered in person or mailed to Comtech and received by us not earlier than August 17, 202316, 2024 or later than September 16, 2023;15, 2024; provided, however, that if the 20232024 Annual Meeting is not held within 30 days before or after the anniversary date of the 20222023 Annual Meeting, such notice must be received not more than 90 days prior to the 20232024 Annual Meeting or less than 60 days prior to the 20232024 Annual Meeting.

In addition, a stockholder proposal (other than a nomination for election to our Board of Directors or a stockholder proposal that may be made pursuant to Rule 14a-8) may not be made at the 20232024 Annual Meeting unless notice thereof (including all information required under Article II, Section 9 of our By-Laws) is delivered in person or mailed to Comtech and received by us not earlier than September 16, 202315, 2024 or later than October 16, 2023;15, 2024; provided, however, that if the 20232024 Annual Meeting is not held within 30 days before or after the anniversary date of the 20222023 Annual Meeting, such notice must be received not more than 90 days prior to the 20232024 Annual Meeting or less than 60 days prior to the 20232024 Annual Meeting.

In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than October 16, 2023.

Under the SEC’s proxy rules, proxies solicited by our Board of Directors for the 20232024 Annual Meeting may be voted at the discretion of the persons named in such proxies (or their substitutes) with respect to any stockholder proposal not included in our proxy statement if we do not receive notice of such proposal within the aforementioned dates.

It is suggested that any such stockholder proposals or nominations be submitted to the Company by certified mail, return receipt requested.

If you are currently receiving multiple copies of our proxy solicitation materials, and wish to participate in householding for future annual meetings, or are currently participating in householding and wish to receive separate copies of the proxy materials for the 20222023 Annual Meeting or future annual meetings, then please contact the Corporate Secretary of the Company by writing to 68 South Service Road, Suite 230, Melville, New York 11747 or calling (631) 962-7000.

We will promptly deliver separate copies of the proxy materials for the 20222023 Annual Meeting upon receiving your request. Stockholders who hold their shares in street name should contact their broker, bank or other nominee regarding combined mailings.

It is possible that matters other than those described in this Proxy Statement may be brought before stockholders at the Annual Meeting. The proxies will vote your shares on any such matter as recommended by the Board of Directors or, if no recommendation is given, the proxies will vote your shares in their discretion.

Pursuant to the Subscription Agreement and the related Certificate of Designations, as long as the Strategic Investors own beneficially and of record at least 50% of the shares of Preferred Stock purchased pursuant to the Subscription Agreement, including any shares of Preferred Stock previously held that were subsequently converted into shares of Common Stock, the Strategic Investors representing at least a majority of the outstanding shares of Preferred Stock will have the right to nominate one person for election to serve on the Board (the “Investor Nominee”). In addition, so long as such condition is met, the Investor Nominee may only be removed by written consent of the Strategic Investors, and any subsequent vacancy in the office of the Investor Nominee (other than vacancies before the initial election and designation of the Investor Nominee) shall only be filled by the written consent of the Strategic Investors and the Company shall cause such Investor Nominee to fill such resulting vacancy.

In support of the Company’s vision and continued transformation, Comtech, White Hat and Magnetar jointly agreed to appoint Mark R. Quinlan as the Investor Nominee to the Company’s Board of Directors.Board. Mr. Quinlan assumed his role as a director on January 3, 2022.

The information in this table is based upon the latest filings of Form 13-F or Schedule 13G or 13G/A as filed by the respective stockholder with the SEC or upon information provided to us by the applicable stockholder.

We calculate the stockholder’s percentage of the outstanding class assuming the stockholder beneficially owned that number of shares on November 11, 2022.October 16, 2023.

Unless otherwise indicated below, the stockholder had sole voting and sole dispositive power over the shares.

Unless otherwise indicated, our directors and executive officers had sole voting and sole dispositive power over their shares.