SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2019 (February 20, 2019)
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|240 S. Pineapple Avenue, Suite 701, Sarasota, FL||34236|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (941) 953-9035
xG Technology, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company [ ]
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 13(a) of the Exchange Act. [ ]
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company, as previously amended, filed with the Secretary of State of the State of Delaware (the “Secretary”) on February 11, 2019, and effective as of 10:25 a.m. (Eastern time) on February 11, 2019 (the “Certificate of Amendment”), the Company has changed its name to Vislink Technologies, Inc. (the “Name Change”). Notwithstanding the foregoing, the Company did not receive notice of the Name Change from the Secretary until February 20, 2019. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change does not require approval of the Company’s stockholders. The Name Change will not affect the rights of the Company’s security holders.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On February 25, 2019, the Company issued a press release announcing the Name Change (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 9.01. Financial Statements and Exhibits.
|3.1||Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 11, 2019|
|99.1||Press Release of Vislink Technologies, Inc., dated February 25, 2019|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: February 25, 2019||VISLINK TECHNOLOGIES, INC.|
|By:||/s/ Roger Branton|
|Title:||Chief Executive Officer|
xG Technology Announces Company Name Change to Vislink Technologies, Inc.
Name Reflects Company’s Full Transformation to Supplying Live Event and
Mission-Critical Video Solutions
SARASOTA, FL— February 25, 2019 — xG Technology, Inc. (“xG” or the “Company”) (Nasdaq: XGTI), whose brands are recognized as the global leaders in live video communications, today announced it has changed its corporate name to Vislink Technologies, Inc., with immediate effect. The new corporate name has been chosen to better reflect the Company’s prominent focus on the market for live event video communications solutions. In addition to the new corporate name, the Company will be changing its ticker symbol on NASDAQ to VISL. The Company will issue a separate press release announcing the date upon which the new ticker symbol will become effective. Until that date, the Company’s stock will continue to trade under the existing XGTI ticker symbol.
|The adoption of the Vislink Technologies name underscores the culmination of the refocus, restructure and new priorities that have been established by the Company. The name change is part of a larger global repositioning of its brands that emphasizes the Company’s leadership in designing, manufacturing and deploying innovative video solutions in broadcast, media and MIL/GOV (military, government and public safety) markets. Customers, vendors and partners of its IMT and Vislink brands will not be impacted by the name change.|
“The adoption of the Vislink Technologies name reflects that we have completely transformed our business through our IMT and Vislink brands,” said Roger Branton, CEO of Vislink Technologies. “As we have now fully realigned and refined the Company’s overarching business focus and strategy, unifying our operations under the new Vislink Technologies name better enables us to clearly convey the value proposition of our brand portfolio.”
Mr. Branton continued, “As the market for on-demand, immersive media experiences grows, we plan to capitalize on our leadership as a provider of robust, reliable, live video technologies to clients in both the public and private sectors. We look forward to providing further updates to shareholders on our developments as we continue to achieve our objectives and hit our milestones.”
About Vislink Technologies, Inc.
Vislink Technologies brands are recognized as the global leaders in the design, manufacture and deployment of end-to-end live video communications solutions. They are trusted suppliers to tier-1 customers in broadcast/sports/entertainment, and law enforcement/public safety/defense markets. Their products are recognized for high levels of performance, reliability, build quality, extended operating ranges and compact form factors. In the broadcast, sports and entertainment sectors, IMT and Vislink provide high-definition communication links to reliably capture, transmit and manage live event footage. In the law enforcement, public safety & defense markets, IMT and Vislink provide secure video communications and mission-critical solutions to local, national and international agencies and organizations. More information can be found at www.imt-solutions.com and www.vislink.com .
Headquartered in Hackettstown, New Jersey, Vislink Technologies has over 70 patents and pending patent applications. The company is a publicly traded and listed on the NASDAQ Capital Market. For more information, visit www.vislinktechnologies.com .
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Note on Forward-looking Statements
This press release may contain projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements involve risks and uncertainties, and actual events or results may differ materially. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are the risk that our reduction in operating expenses may impact our ability to meet our business objectives and achieve our revenue targets and may not result in the expected improvement in our profitability, the fact that our future growth depends in part on further penetrating our addressable market and also growing internationally, and we may not be successful in doing so; our dependence on sales of certain products to generate a significant portion of our revenue; the effect of a decrease in the sales or change in sales mix of these products would harm our business; the risks that an economic downturn or economic uncertainty in our key U.S. and international markets may adversely affect demand for our products; difficulty in accurately predicting our future customer demand; the importance of maintaining the value and reputation of our brand; and other factors detailed in the Risk Factors section of our Registration Statement on Form S-3 (File No. 333-228793), Form S-1, as amended (File No. 333-225975), and Annual Report on Form 10-K for the year ended December 31, 2017, which are on file with the Securities and Exchange Commission. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2018. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. The Company disclaims any obligation to update these forward-looking statements.
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