UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2020 (July 31, 2020)
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 101 Bilby Road, Suite 15, Building 2, Hackettstown, NJ | 07840 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (941) 953-9035
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | VISL | The Nasdaq Capital Market |
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; Change in Fiscal Year.
On July 30, 2020, Vislink Technologies, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference, with the Secretary of State of the State of Delaware. The Certificate of Amendment, effective as of July 31, 2020 at 5:00 p.m. Eastern Time, effects a reverse stock split of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a ratio of 1-for-6 (the “Reverse Stock Split”).
As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2020, the Company’s stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock, at a ratio in the range of 1-for-5 to 1-for-50. On July 27, 2020, the Company’s Board of Directors selected a 1-for-6 reverse stock split ratio by unanimous written consent and authorized the implementation of the Reverse Stock Split. Effective August 3, 2020, the Common Stock began trading on a post-Reverse Stock Split basis on the Nasdaq Capital Market.
As a result of the Reverse Stock Split, every six (6) shares of our pre-Reverse Stock Split Common Stock has been combined and reclassified into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split, all of which shares of Common Stock shall be rounded up to the nearest whole number. Immediately following the Reverse Stock Split, there were approximately 16,103,926 shares of Common Stock outstanding.
Our transfer agent, Continental Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split.
On July 31, 2020, the Company issued a press release with respect to the Reverse Stock Split, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company | |
| 99.1 | Press Release dated July 31, 2020 |
SIGNATURES
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: August 5, 2020 | VISLINK TECHNOLOGIES, INC. | |
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
VISLINK TECHNOLOGIES, INC.
Vislink Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
FIRST: The name of the Corporation is Vislink Technologies, Inc.
SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended, and any amendments thereto (the “Certificate of Incorporation”), last amended by the certificate of amendment to the Certificate of Incorporation filed with the Secretary of State on May 8, 2019.
THIRD: A new Article 4(d) is added to the Certificate of Incorporation to provide in its entirety as follows:
“d) After the filing of this Amendment with the Secretary of State of the State of Delaware, at 5:00 P.M., Eastern Time on July 31, 2020 (the “Effective Time”), each six (6) outstanding shares of Common Stock immediately prior to the Effective Time (the “Old Common Stock”) shall be combined and converted into one (1) share of Common Stock (the “New Common Stock”) based on a ratio of one share of New Common Stock for each six (6) shares of Old Common Stock (the “Reverse Split Ratio”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article 4.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up to the nearest whole number of such shares. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis, except that the Reverse Split will be effectuated on a certificate-by-certificate basis for shares held by registered holders. For shares held in certificated form, certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares of New Common Stock as is reflected on the face of such certificates for the Old Common Stock, divided by the Reverse Split Ratio and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
FOURTH: This amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.
FIFTH: This Certificate of Amendment shall be effective as of New York Time on the date written below.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 30th day of July, 2020.
| VISLINK TECHNOLOGIES, INC. | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Vislink Technologies Announces 1-for-6 Reverse Stock Split
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July 31, 2020 08:45 ET | Source: Vislink Technologies, Inc.
HACKETTSTOWN, NJ, July 31, 2020 (GLOBE NEWSWIRE) — Vislink Technologies, Inc. (“Vislink”) (Nasdaq: VISL), whose brands are recognized as the global leaders in live video communications, announced that its Board of Directors has approved a 1-for-6 reverse stock split (the “Reverse Stock Split”) of its common stock (the “Common Stock”) that will become effective at 5 p.m. ET on July 31, 2020. The Common Stock will begin trading on a split-adjusted basis upon market opening on Monday, August 3, 2020 under the new CUSIP number 92836Y 300.
Mickey Miller, CEO of Vislink, commented, “We have made significant progress in the operational turnaround effort with the addition of new senior leadership, a revamp of our Board and operational improvements that enhance our profitability.” Miller further commented, “Given the progress we have had in our operational turnaround, this reverse split is a natural next step in maintaining our listing on Nasdaq and enabling continued access to capital for growth and strategic initiatives. We look forward to sharing our progress with investors on our Q2 earnings call.”
Information to Stockholders
Continental Stock Transfer & Trust Company is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the Reverse Stock Split. Continental Stock Transfer & Trust Company may be reached for questions at (212) 509-4000.
About Vislink Technologies, Inc.
Vislink is a global leader in the development and distribution of advanced communication solutions. Driven by technical excellence that has led the industry for over 50 years, our innovative products and turnkey solutions provide reliable connectivity in the toughest environments across the global live production, military and government sectors. Our solutions include high-definition communication links that reliably capture, transmit and manage live event footage, as well as secure video systems that support mission-critical applications. Vislink’s shares of Common Stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.
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, including due to the COVID-19 pandemic, 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 our Annual Report on Form 10-K for the year ended December 31, 2019 and our other subsequent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. Vislink disclaims any obligation to update these forward-looking statements.
For
more information:
investors@vislink.com