Vislink Technologies, Inc., (NASDAQ: VISL) (“Vislink” or the
“Company”), a global technology leader in the capture, delivery and
management of high quality, live video and associated data in the
media & entertainment, law enforcement and defense markets,
today announced that as of November 9, 2022, its Board of Directors
declared a dividend of one one-thousandth of a share of newly
designated Series A Preferred Stock, par value $0.00001 per share,
for each outstanding share of the Company’s common stock held of
record as of 5:00 p.m. Eastern Time on November 21, 2022. The
shares of Series A Preferred Stock are expected to be distributed
to such recipients at 5:00 p.m. Eastern Time on November 22, 2022.
The outstanding shares of Series A Preferred Stock will vote
together with the outstanding shares of the Company’s common stock,
as a single class, exclusively with respect to a reverse stock
split, and will not be entitled to vote on any other matter, except
to the extent required under the Delaware General Corporation Law.
Subject to certain limitations, each outstanding share of Series A
Preferred Stock will have 1,000,000 votes per share (or 1,000 votes
per one one-thousandth of a share of Series A Preferred Stock).
All shares of Series A Preferred Stock that are
not present in person or by proxy at the meeting of stockholders
held to vote on the reverse stock split as of immediately prior to
the opening of the polls at such meeting will automatically be
redeemed by the Company. Any outstanding shares of Series A
Preferred Stock that have not been so redeemed will be redeemed if
such redemption is ordered by the Company’s Board of Directors or
automatically upon the approval by the Company’s stockholders of an
amendment to the Company’s certificate of incorporation effecting
the reverse stock split at such meeting.
The Series A Preferred Stock will be
uncertificated, and no shares of Series A Preferred Stock will be
transferable by any holder thereof except in connection with a
transfer by such holder of any shares of the Company’s common stock
held by such holder. In that case, a number of one one-thousandths
of a share of Series A Preferred Stock equal to the number of
shares of the Company’s common stock to be transferred by such
holder would be transferred to the transferee of such shares of
common stock.
Additional details regarding the Series A
Preferred Stock will be contained in a report on Form 8-K to be
filed by the Company with the Securities and Exchange Commission
(“SEC”).
Further details regarding a special meeting of
shareholders of the Company to consider a reverse stock split are
anticipated to be contained in a definitive proxy statement on
Schedule 14A to be filed by the Company with the SEC. This special
meeting will be separate and apart from the previously announced
2022 annual meeting of stockholders of the Company scheduled to be
held on December 27, 2022. The special meeting will relate solely
to a proposal to potentially effect a reverse stock split. Shares
of Series A Preferred Stock will not be eligible to participate in
the 2022 annual meeting.
This communication does not constitute a
solicitation of any vote or approval of any matter. Investors will
be able to obtain a free copy of the definitive proxy statement for
the separate 2022 annual and special meetings, when available, and
other relevant documents filed by Vislink with the SEC at the SEC’s
website at www.sec.gov. In addition, investors may obtain a free
copy of the applicable proxy statement, when available, and other
relevant documents from Vislink’s website at www.vislink.com or by
directing a request to Vislink Technologies, Inc., Attn: Corporate
Secretary, 350 Clark Drive, Mt. Olive, NJ 07828, or by calling
(908) 852-3700.
About Vislink Technologies,
Inc. Vislink is a global technology business
specializing in the collection, delivery, and management of high
quality, live video and associated data from the scene of the
action to the viewing screen. For the broadcast markets, Vislink
provides solutions for the collection of live news, sports, and
entertainment events. Vislink also furnishes the surveillance and
defense markets with real-time video intelligence solutions using a
variety of tailored transmission products. Through its Mobile
Viewpoint product lines, Vislink also provides live streaming
solutions using bonded cellular, 5G and AI-driven technologies for
automated news and sports productions.
The Vislink team also provides professional and
technical services utilizing a staff of technology experts with
decades of applied knowledge and real-world experience to the areas
of terrestrial microwave, satellite, fiber optic, surveillance, and
wireless communications systems, to deliver a broad spectrum of
customer solutions. 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.
Forward Looking Statements:
Certain statements in this press release are
forward-looking statements that involve substantial risks and
uncertainties for purposes of the safe harbor provided by the
Private Securities Litigation Reform Act of 1995. This press
release contains forward-looking statements that involve
substantial risks and uncertainties for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995.
Any statements, other than statements of historical fact included
in this press release, including those regarding a
potential reverse stock split of the Common Stock, the Company’s
strategy, future operations, future financial position, future
revenues including from bookings activity, risks of supply chain
constraints and inflationary pressures, projected expenses,
prospects, plans including footprint and technology asset
consolidations, objectives of management, new capabilities, product
and solutions launches including AI-assisted and 5G streaming
technologies, expected contract values, projected pipeline sales
opportunities, acquisitions integration, and expected market
opportunities across the Company’s operating segments including the
live event production market, the effects of the COVID-19 pandemic,
the sufficiency of the Company’s capital resources to fund the
Company’s operations and any statements regarding future results
are forward-looking statements.. Vislink may not actually achieve
the plans, carry out the intentions or meet the expectations or
projections disclosed in any forward-looking statements such as the
foregoing and you should not place undue reliance on such
forward-looking statements. Such statements are based on
management’s current expectations and involve risks and
uncertainties, including those discussed in Vislink’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on April 15, 2021, as amended on May 2, 2022 and
September 21, 2022, and in subsequent filings with, or submissions
to, the SEC.
The statements made in this press release speak
only as of the date stated herein, and subsequent events and
developments may cause the Company’s expectations and beliefs to
change. While the Company may elect to update these forward-looking
statements publicly at some point in the future, the Company
specifically disclaims any obligation to do so, whether as a result
of new information, future events or otherwise, except as required
by law. These forward-looking statements should not be relied upon
as representing the Company’s views as of any date after the date
stated herein.
Contacts
Media Relations:Charlotte van Hertum
Charlotte.vanhertum@vislink.com
Investor Relations: investors@vislink.com
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