Amended Quarterly Report (10-q/a)
June 18 2020 - 3:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
(Amendment
No. 1)
(Mark
One)
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the quarterly period ended March 31, 2020
or
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For
the transition period from ______________to _______________.
Commission
File Number: 001-35988
Vislink
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
20-5856795
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(IRS
Employer
Identification
No.)
|
101
Bilby Road, Suite 15, Bldg. 2
Hackettstown,
NJ 07840
(Address
of principal executive offices) (Zip Code)
(941)
953-9035
(Registrant’s
telephone number, including area code)
n/a
(Former
name, former address and former fiscal year, if changed since last report)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [X]
|
Smaller
reporting company [X]
|
|
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. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The
number of shares of the registrants’ common stock outstanding as of May 27, 2020, is 88,276,562.
EXPLANATORY
NOTE
Vislink
Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”)
to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”), originally filed
with the Securities and Exchange Commission (the “SEC”) on May 27, 2020 (the “Original Form 10-Q”), solely
to disclose that the Company had filed the Original Form 10-Q after the May 15, 2020 deadline applicable to the Company for the
filing of a Form 10-Q in reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission
(the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No.
34-88465) (collectively, the “Order”).
On
May 15, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on
the Order to file the Form 10-Q no later than June 29, 2020. Consistent with the Company’s statements made in the Form 8-K,
the Company was unable to file the Original Form 10-Q until May 27, 2020, and therefore relied on the Order due to circumstances
related to COVID-19. At the time of filing the Form 8-K, the Company had been following the recommendations of local health authorities
to minimize exposure risk for its employees for several weeks prior to such filing, including the temporary closures of its offices
and having employees work remotely to the extent possible, which adversely affected employee efficiency and disrupted the Company’s
business operations. In particular, these changes affected the collaboration of the Company’s financial reporting team and
the accessibility of the Company’s books and records, resulting in delays in the review, preparation and completion of its
financial statements for the quarter ended March 31, 2020 due to guidance from authorities for employees to follow work from home
procedures. Consequently, the Company was unable to timely file the Form 10-Q without the extension provided for by the Order.
In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, this Amendment No.1 contains new certifications of the Company’s
principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because
no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly,
because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 have been omitted.
Except
as described above, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form
10-Q, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read
in conjunction with the Original Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Original
Form 10-Q.
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 thereunto duly authorized.
|
VISLINK
TECHNOLOGIES, INC.
|
|
|
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Date:
June 18, 2020
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By:
|
/s/
Carleton Miller
|
|
|
Carleton
Miller
|
|
|
Chief
Executive Officer
(Duly
Authorized Officer and Principal Executive Officer)
|
|
|
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Date:
June 18, 2020
|
By:
|
/s/
Michael Bond
|
|
|
Michael
Bond
|
|
|
Chief
Financial Officer
(Duly
Authorized Officer and Principal Financial Officer)
|
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