Shareholders’ Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

12. STOCKHOLDERS’ EQUITY

On May 26, 2020, the board of directors of the Company and stockholders holding a majority of the outstanding shares of the Company’s common stock approved resolutions authorizing the board of directors to effect the Split of the Company’s common stock at an exchange ratio of up to 1-for-3, with the board of directors retaining the discretion as to whether to implement the Split, in connection with a public offering of the Company’s common stock pursuant to a registration filed by the Company with the SEC. On December 16, 2020, the Company’s board of directors approved a ratio for the Split of 1-for-3 subject to such registration statement being declared effective by the SEC. On January 21, 2021, the Company’s first planned registration statement and the Split became effective and closed on January 26, 2021. The consolidated financial statements and accompanying notes give effect to this Split as if it occurred at the beginning of the first period presented. 

During the year ended December 31, 2021, the Company completed two public offerings, in which the Company issued a total of 10,697,354 shares of common stock and warrants to purchase an aggregate of 4,913,832 shares of common stock. In February 2021, the Company completed an acquisition and issued 2,555,209 shares of common stock as partial consideration. Additionally, in January and February 2021, the Company compensated vendors with shares of common stock totaling 234,740 shares issued and issued restricted awards to a member of the Board of Directors totaling 66,667 restricted shares. In addition, and also during the year ended December 31, 2021, the Company converted or exchanged certain debt and interest resulting in an issuance of 6,360,946 shares of the Company’s common stock and warrants to purchase 2,751,556 shares of common stock. See Note 9 – Debt Agreements for details.

The Company filed an additional registration statement for the sale of additional common stock that became effective on February 10, 2021 and closed on February 12, 2021. 

As of December 31, 2021 and 2020, the Company had 100,000,000 shares of preferred stock authorized for issuance and 320,000 and 0 shares of preferred stock issued and outstanding as of December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the Company had 300,000,000 shares of common stock authorized for issuance and 81,985,140 and 49,444,689 shares of common stock issued and outstanding as of December 31, 2021 and 2020, respectively.

Sale of 9% Series A Cumulative Redeemable Perpetual Preferred Stock

On October 26, 2021, the Company filed a Certificate of Designations of 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Nevada, which classified and designated 690,000 shares of the Company’s authorized preferred stock, par value $0.0001 per share, as 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock.

On October 29, 2021, (the Company sold in a public offering 320,000 shares of the Company’s newly-designated 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a public offering price of $25.00 per share, which is the initial liquidation preference of the Series A Preferred Stock.

The Series A Preferred Stock has been listed on The Nasdaq Capital Market under the symbol “COMSP”.

The net proceeds to the Company from this Offering were approximately $7.2 million after deducting underwriting discounts and commissions and expenses payable by the Company. 

The Series A Preferred Stock ranks senior to all classes or series of the Company’s common stock with respect to distribution rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. Upon issuance of the Series A Preferred Stock, the ability of the Company to declare dividends with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of capital stock ranking junior to or on a parity with the Series A Preferred Stock, subject to certain restrictions in the event that the Company does not declare dividends on the Series A Preferred Stock during any dividend period. When, as, and if authorized by the Company’s board of directors and declared by the Company, dividends at the rate of 9.25% per annum of the $25.00 liquidation preference per share (equivalent to an annual rate of $2.3125) on the Series A Preferred Stock are payable monthly in arrears on or about the twentieth (20th) day of each month. Dividends on the Series A Preferred Stock are cumulative.

The Series A Preferred Stock generally is not redeemable by the Company before April 29, 2024, except as described below upon the occurrence of a change of control (as defined in the Certificate of Designations). On and after April 29, 2024, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the date of redemption. The Series A Preferred Stock has no stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and will remain outstanding indefinitely unless redeemed or otherwise repurchased by the Company as described below.

Upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.

Holders of the Series A Preferred Stock generally have no voting rights, except for limited voting rights, including if the Company fails to pay dividends on the Series A Preferred Stock for 18 or more monthly periods (whether or not consecutive).