Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No: 92836Y201
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(1)
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Names of Reporting Persons
Iroquois Capital Management L.L.C.
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)**
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in
Row (9)
9.99%
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(12)
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Type of Reporting Person (See Instructions)
OO
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* As more fully described in Item 4, the Warrants are subject to
a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in row (11) gives
effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the
number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to
such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving
effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
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CUSIP No: 92836Y201
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(1)
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Names of Reporting Persons
Richard Abbe
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
46,082 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(6)
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Shared Voting Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(7)
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Sole Dispositive Power
46,082 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(8)
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Shared Dispositive Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,300,719 shares of Common Stock
4,593,393 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
9.99%
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(12)
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Type of Reporting Person (See Instructions)
IN; HC
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* As more fully described in Item 4, the Warrants are
subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage set forth in
row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and
(9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not
give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
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CUSIP No: 92836Y201
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(1)
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Names of Reporting Persons
Kimberly Page
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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(5)
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Sole Voting Power
0
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(6)
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Shared Voting Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(7)
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Sole Dispositive Power
0
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(8)
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Shared Dispositive Power
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,300,719 shares of Common Stock
4,547,311 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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(11)
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Percent of Class Represented by Amount in Row (9)
9.99%
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(12)
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Type of Reporting Person (See Instructions)
IN
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* As more fully described in Item 4, the
Warrants are subject to a 9.99% blocker (other than certain Warrants which are subject to a 4.99% blocker), and the percentage
set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows
(6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities
and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
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CUSIP No: 92836Y201
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Item 1.
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(a)
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Name of Issuer
Vislink Technologies, Inc. (the “Company”)
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(b)
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Address of Issuer’s Principal Executive Offices
240 S. Pineapple Avenue, Suite 701, Sarasota, FL 34236
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Item 2 (a).
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Name of Person Filing
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Item 2 (b).
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Address of Principal Business Office or, if none, Residence
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Item 2 (c).
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Citizenship
This Schedule 13G is being filed on behalf of (i) Iroquois Capital
Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen
of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr.
Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is
125 Park Avenue, 25th Floor
New York, NY 10017.
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Item 2 (d)
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Title of Class of Securities
Common Stock, par value $0.00001 per share
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Item 2 (e)
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CUSIP Number
92836Y201
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________
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Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 53,125,508 shares of Common Stock issued and outstanding as of February 13, 2020 after
giving effect to the current offering, as represented to the Reporting Persons by the Company, and assumes the exercise of the
Company’s reported warrants (the “Reported Warrants”) subject to the Blockers (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise,
more than 9.99% of the outstanding shares of Common Stock (other than certain Warrants which are subject to a 4.99% blocker) (collectively,
the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to
the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were
not able to exercise all of the Reported Warrants due to the Blockers.
As of the date of the event which requires filing of this statement,
Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 5,300,719 shares of Common Stock and Reported Warrants to purchase
4,547,311 shares of Common Stock (subject to the Blockers) and Iroquois Capital Investment Group LLC (“ICIG”) held
Reported Warrants to purchase 46,082 shares of Common Stock (subject to the Blockers).
Mr. Abbe shares authority and responsibility for the investments
made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such,
Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by and underlying the Reported
Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois
Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments
made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by and underlying
the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another
Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except
to the extent of their pecuniary interest therein.
Item 5. Ownership
of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: o
Item 6. Ownership
of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification
and Classification of Members of the Group
See Exhibit 1.
Item 9. Notice
of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to
the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 19, 2020
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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By:
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/s/ Richard Abbe
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Richard Abbe, President
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/s/ Richard Abbe
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Richard Abbe
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/s/ Kimberly Page
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Kimberly Page
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EXHIBIT INDEX
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Exhibit 1
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE
13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of
the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe
that such information is inaccurate.
Date: February 19, 2020
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IROQUOIS CAPITAL MANAGEMENT L.L.C.
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By:
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/s/ Richard Abbe
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Richard Abbe, President
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/s/ Richard Abbe
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Richard Abbe
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/s/ Kimberly Page
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Kimberly Page
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