Item
1.01 Entry into a Material Definitive Agreement.
On
February 14, 2020, Vislink Technologies, Inc. (the “Company”) consummated an underwritten public offering (the “Offering”)
of (i) 12,445,000 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), together
with 12,445,000 warrants (the “Warrants”) to purchase 9,333,750 shares of Common Stock, and (ii) 14,827,200 pre-funded
warrants (the “Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable for one share of Common Stock,
together with 14,827,200 Warrants to purchase 11,120,400 shares of Common Stock. The Offering was conducted pursuant to an underwriting
agreement, dated February 12, 2020 (the “Underwriting Agreement”), by and between the Company and A.G.P./Alliance
Global Partners (the “Underwriters”).
The
shares of Common Stock and accompanying Warrants were sold together at a combined public offering price of $0.22 per share. The
Pre-Funded Warrants and accompanying Warrants were sold together at a combined public offering price of $0.2199 per share, and
the exercise price of each Pre-Funded Warrant is $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may
be exercised at any time until all of the Pre-Funded Warrants are exercised in full. 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% (or, at the election of the holder, 9.99%) of the Company’s
outstanding Common Stock immediately following the consummation of the Offering, in lieu of shares of Common Stock.
The
Warrants have an exercise price of $0.2420 per share, are immediately exercisable, and expire one (1) year from the date of issuance.
The Warrants also provide that 30 days after issuance each Warrant may be exercised, at the option of the holder, on a cashless
basis for 0.75 shares of Common Stock. The Company has granted the Underwriters a 45-day option to purchase up to an additional
4,090,830 shares of Common Stock and/or 4,090,830 Warrants to purchase up to 3,068,122 shares of Common Stock cover over-allotments,
if any. The shares of Common Stock, Pre-Funded Warrants and Warrants were issued separately and are immediately separable upon
issuance.
A
Registration Statement on Form S-1 (File No. 333-236230), relating to the Offering was filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 3, 2020, an amendment to which was filed with the SEC on February 10, 2020, and
was declared effective on February 11, 2020. 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 $6 million.
The
Underwriting Agreement and the forms of Pre-Funded Warrant and Warrant are filed as Exhibits 1.1, 10.1 and 10.2, respectively,
to this Current Report on Form 8-K, and the description of the terms of the Underwriting Agreement and the forms of Pre-Funded
Warrant and Warrant are qualified in their entirety by reference to such exhibits.