Current Report Filing (8-k)
January 12 2023 - 6:28AM
Edgar (US Regulatory)
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2023-01-11
2023-01-11
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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): January 11, 2023
Vislink
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-35988 |
|
20-5856795 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
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
5.07 Submission of Matters to a Vote of Security Holders
On
January 11, 2023, Vislink Technologies, Inc. (the “Company”) held a Special Meeting of stockholders (the “Special Meeting”).
As of the close of business on November 22, 2022, the record date for the Special Meeting, there were 47,419,317 outstanding shares of
common stock, par value $0.00001 per share (the “Common Stock”), and 47,419.317 outstanding shares of Series A Preferred
Stock, par value $0.00001 per share (the “Preferred Stock”). At the Special Meeting, stockholders considered a proposal (the
“Reverse Stock Split Proposal”) to authorize the Company’s board of directors (the “Board”) to effect an
amendment to the Company’s Restated Certificate of Incorporation (the “Charter”), that would implement a reverse stock
split of the shares of the Common Stock at a ratio, ranging from 1-for-2 to 1-for-50, with the exact timing and ratio to be determined
by the Board without further approval or authorization of the Company’s stockholders. At the Special Meeting, holders of Common
Stock were entitled to one vote per share, and holders of Preferred Stock not automatically redeemed in accordance with the terms of
such Preferred Stock immediately prior to the opening of the polls at the Special Meeting were entitled to 1,000 votes per share, with
all such shares of Common Stock and Preferred Stock voting together as a single class on the Reverse Stock Split Proposal.
At
the Special Meeting, the Reverse Stock Split Proposal was approved by the following vote:
VOTES FOR | | |
VOTES AGAINST | | |
ABSTENTIONS | | |
BROKER
NON-VOTES | |
| 15,039,319,295 | | |
| 6,184,072,895 | | |
| 77,640,563 | | |
| 0 | |
Notwithstanding
stockholder approval, the Board has reserved the right, without further action by the stockholders, to elect not to proceed with the
amendment to the Charter implementing the Reverse Stock Split Proposal, provided that the authority of the Board to implement such amendment
expires on January 11, 2024 (i.e., the one-year anniversary of the date of the Special Meeting at which the Reverse Stock Proposal
was approved). If the Board decides to implement the amendment to the Charter for the reverse stock split, the Company intends to communicate
to the public, prior to the effective time of the amendment, additional details, including the final reverse split ratio, as determined
by the Board. In determining whether to implement the amendment, and which reverse split ratio to implement, if any, the Board may consider,
among other things, various factors, such as (i) the Company’s ability to maintain its listing on the Nasdaq Capital Mark (“Nasdaq”)
— as previously disclosed the primary goal of seeking stockholder approval of the Reverse Stock Split Proposal was to give the
Board the ability in its discretion to attempt to increase the per share market price of the Common Stock in light of the current Nasdaq
grace period expiring on May 15, 2023 relating to the Company’s non-compliance with the minimum bid price requirement of Nasdaq
Listing Rule 5550(a)(2); (ii) the historical trading price and trading volume of the Common Stock; (iii) the then-prevailing trading
price and trading volume of the Common Stock and the expected impact of the reverse stock split on the trading market for the Common
Stock in the short and long term; (iv) which reverse split ratio would result in the greatest overall reduction in the Company’s
administrative costs; and (iv) prevailing general market and economic conditions.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
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: January
11, 2023 |
By: |
/s/
Carleton M. Miller |
|
Name: |
Carleton M. Miller |
|
Title: |
Chief Executive Officer |
Vislink Technologies (NASDAQ:VISL)
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