Current Report Filing (8-k)
November 14 2022 - 5:45PM
Edgar (US Regulatory)
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2022-11-14
2022-11-14
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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): November 14, 2022
Vislink
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35988 |
|
20-5856795 |
(State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
350
Clark Drive, Suite 125
Mt.
Olive, NJ 07828
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (908)-852-3700
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:
☐ |
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
2.02 |
Results
of Operations and Financial Conditions. |
On
November 14, 2022, Vislink Technologies, Inc. (the “Company” or “Vislink”) issued a press release, a copy of
which is furnished herewith as Exhibit 99.1, announcing the Company’s financial results for the quarter ended September 30, 2022
(the “Press Release”).
The
information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated
by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth
by specific reference in any such filing.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this communication and the 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.
The
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 the Press
Release, including those regarding the Company’s strategy, the ability to meet the Nasdaq minimum bid price requirement as a
result of the proposed reverse split, future operations, future financial position, effects of any contemplated cost-savings measures,
changes to its product offerings or changes to its lines of business, projected expenses, prospects, plans, objectives of management,
new product launches, expected contract values, and expected market opportunities across the Company’s operating segments, 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 March 31, 2022 and 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 Current Report on Form 8-K and the 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
VISLINK
TECHNOLOGIES, INC. |
Date:
November 14, 2022 |
|
|
|
By: |
/s/
Carleton M. Miller |
|
Name: |
Carleton
M. Miller |
|
Title: |
Chief
Executive Officer |
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