Item
1.01 Entry into a Material Definitive Agreement.
On
July 11, 2019, Vislink Technologies, Inc. (the “Company”) consummated an underwritten public offering (the “Offering”)
of (i) 1,550,000 shares of common stock, par value $0.00001 per share, of the Company (“Common Stock”), as well as
900,000 shares of Common Stock issuable to the underwriters of the Offering (the “Underwriters”) to cover over-allotments,
(ii) pre-funded warrants exercisable for 4,450,000 shares of Common Stock (the “Pre-Funded Warrants”), and (iii) warrants
to purchase up to an aggregate of 6,000,000 shares of Common Stock (the “Warrants”), as well as Warrants to purchase
up to an additional 900,000 shares of Common Stock issuable to the Underwriters to cover over-allotments. The Offering was conducted
pursuant to an Underwriting Agreement, dated July 11, 2019 by and between the Company and A.G.P./Alliance Global Partners, LLC,
as representative of the several underwriters named in Schedule I therein (the “Underwriting Agreement”).
The
shares of Common Stock and Warrants were sold at a combined Offering price of $2.00 per share of Common Stock and Warrant. Each
Warrant sold with the shares of Common Stock represents the right to purchase one share of Common Stock at an exercise price of
$5.00 per share. The Warrants are exercisable immediately, expire five years from the date of issuance and provide that, beginning
on the earlier of (i) 20 days after issuance and (ii) if the Common Stock trades an aggregate of more than 20,000,000 shares after
the pricing of this offering as reported by Bloomberg, and ending on the fifteenth (15) month anniversary thereof, each Warrant
may be exercised at the option of the holder on a cashless basis, in whole or in part for a whole number of shares if the weighted
average price of the Common Stock on the trading day immediately prior to the exercise date fails to exceed the initial exercise
price of the Warrant.
The
Pre-Funded Warrants and Warrants were sold at a combined Offering price of $1.999 per Pre-Funded Warrant and Warrant. The Pre-Funded
Warrants were sold to purchasers whose purchase of shares of Common Stock in the Offering would otherwise result in the purchaser,
together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding
Common Stock immediately following the consummation of the Offering, in lieu of shares of Common Stock. Each Pre-Funded Warrant
represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants are
exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The shares of Common
Stock, Pre-Funded Warrants and Warrants were issued separately and are immediately separable upon issuance.
On
July 15, 2019, the Company entered into a Warrant Agreement with Continental Stock Transfer & Trust Company (“Continental”),
appointing Continental as Warrant Agent for the Pre-Funded Warrants and the Warrants for purposes of the Offering (the “Warrant
Agreement”), defining the mechanism and timing for issuance of the Pre-Funded Warrants and the Warrants in the Offering,
and attaching the forms of Pre-Funded Warrant and the Warrant issued to the investors in the Offering. A registration statement
on Form S-1, relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July
1, 2019, amendments to which were filed with the SEC on July 10, 2019 and July 11, 2019, and was declared effective on July 11,
2019. The gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and other estimated
Offering expenses, and excluding the exercise of any Pre-Funded Warrants or Warrants, was approximately $12 million.
The
Underwriting Agreement and the Warrant Agreement (with the forms of Pre-Funded Warrant and Warrant) are filed as Exhibits 1.1
and 10.1, respectively, to this Current Report on Form 8-K, and the description of the terms of the Underwriting Agreement and
the Warrant Agreement are qualified in their entirety by reference to such exhibits.