Current Report Filing (8-k)
February 27 2020 - 7:30AM
Edgar (US Regulatory)
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): February 24, 2020
Vislink
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35988
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20-5856795
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1515
Ringling Blvd., Suite 310, Sarasota, FL
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34236
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (941) 953-9035
n/a
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001 per share
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VISL
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The
Nasdaq Capital Market
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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
1.01
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Entry
into a Material Definitive Agreement.
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On
February 25, 2020, Vislink Technologies, Inc. (the “Company”) and MB Merchant Group, LLC (“MBMG”) entered
into a letter agreement (the “MBMG Agreement”), pursuant to which the Company and MBMG agreed to amend and restate
certain service agreements previously entered into with MBMG as well as its predecessor entity (the “MBMG Agreements”).
Pursuant to the MBMG Agreement, MBMG has agreed to provide only the following services to the Company: (i) to conduct merger and
acquisition searches, negotiating and structuring deal terms and other related services in connection with closing suitable acquisitions
for the Company, and (ii) to seek and secure financing for the Company, except in those regions in which the Company had previously
appointed a business representative to exclusively seek such opportunities, and subject in each case to prior approval by the
Company’s Chief Executive Officer on a case-by-case basis (collectively, the “MBMG Services”). Pursuant to the
MBMG Agreement, MBMG will no longer provide strategic planning and financial structuring services or technical consulting services,
review patent applications or provide consulting services with respect to certain legal matters.
Pursuant
to the MBMG Agreement, in consideration for the MBMG Services, the Company agreed to compensate MBMG through payment of: (i) an
acquisition fee equal to (A) the greater of $250,000 or 6% of the total acquisition price for deals in which the total consideration
paid by the Company is less than $50 million; (B) $3,000,000 plus 4% of the consideration paid by the Company in excess of $50
million for deals in which the total consideration paid by the Company is between $50 million and $100 million; (C) $5,000,000
plus 2% of the consideration paid by the Company in excess of $100 million for deals in which the total consideration paid by
the Company is between $100 million and $400 million; or (D) $10,200,000 plus 1.1% of the consideration paid by the Company in
excess of $400 million for deals in which the total consideration paid by the Company exceeds $400 million; (ii) a success-based
due diligence fee of $250,000 on successfully closed deals, (iii) a waivable success-based finance fee of 2% of the acquisition
price and (iv) an incentive fee of 5% of an external advisor’s higher valuation of an acquisition, with such fees subject
to a customary 12-month tail period in the event of termination of the MBMG Agreement. The MBMG Agreement further provides that
(x) MBMG shall have the option to convert up to 50% of all such fees into the Company’s common stock so long as a receivable
remains outstanding, convertible at a fixed price of 110% of the lower of the price of such shares on the day of closing or such
price in connection with any acquisition financing, as applicable; (y) the Company will no longer compensate MBMG through, among
other discontinued fees, a $50,000 monthly consulting fee that would have been due pursuant to the MBMG Agreements and (z) in
full satisfaction of specified claims arising out of the MBMG Agreements, the Company shall pay MBMG $420,000, with $200,000 to
be paid within three days of the execution of the MBMG Agreement and $220,000 to be paid within 30 days of such execution.
MBMG
is an affiliate of Richard L. Mooers, a director of the Company, and Roger G. Branton, a director and the Chief Financial Officer
of the Company.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Payne
Separation Agreement
On
February 24, 2020, John Payne agreed to step down from his role as the Company’s President and Chief Operating Officer and
is expected to conclude his employment with the Company on March 19, 2020. The Company expects to enter into a separation agreement
with Mr. Payne in connection with the conclusion of his employment (the “Payne Separation Agreement”). Provided that
Mr. Payne executes the Payne Separation Agreement and does not revoke the Payne Separation Agreement within seven days thereof,
the Payne Separation Agreement is expected to provide that Mr. Payne will be entitled to receive severance in the form of six
(6) months of salary continuation for an aggregate amount of $175,000. Mr. Payne will begin a transitional role until his expected
March 19, 2020 separation date. Mr. Payne’s anticipated departure from the Company is not the result of any disagreement
with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices.
In connection with the foregoing, the board of directors of the Company has decided to appoint Carleton M. Miller, the Company’s
Chief Executive Officer, to the additional position of President of the Company, effective upon Mr. Payne’s departure from
the Company on March 19, 2020.
The
foregoing description of the Payne Separation Agreement is not complete and is qualified in its entirety by reference to the full
text of the Form of Payne Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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.
Date:
February 27, 2020
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VISLINK TECHNOLOGIES, INC.
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By:
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/s/
Carleton M. Miller
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Name:
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Carleton M. Miller
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Title:
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Chief Executive Officer
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