Additional Proxy Soliciting Materials (definitive) (defa14a)
June 04 2020 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE
ACT OF 1934
(AMENDMENT
NO. )
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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Vislink
Technologies, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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EXPLANATORY
NOTE
On
June 3, 2020, Vislink Technologies, Inc. (the “Company”) distributed FAQs by e-mail to its shareholders regarding
the Company’s upcoming Annual Meeting of Shareholders scheduled to be held on Wednesday, June 17, 2020. The FAQ supplements
the Definitive Proxy Statement that the Company filed with the Securities and Exchange Commission (the “SEC”) on March
30, 2020, and the Definitive Additional Materials that the Company filed with the SEC on April 17, 2020, April 21, 2020, May 7,
2020, May 21, 2020 and June 2, 2020.
Below
is a copy of the FAQs.
Dear
Vislink Shareholder,
I
have talked to many shareholders during the past few weeks and have found that a number of you have similar questions. We put
together this email to address the most frequently asked questions.
Frequently
Asked Questions Regarding Vislink’s June 17, 2020 Shareholder Meeting
What
items are being voting on at this year’s shareholder meeting?
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1.
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Elect
six (6) members of the Company’s Board of Directors (the “Board”) from the existing nine (9), bringing the total
number to six (6). Each will serve until the next Annual Meeting of Stockholders and until their successors are elected and
qualified or until their earlier resignation or removal (“Proposal No. 1”). All board members up for election are
independent board members except for Carleton Miller, CEO and President at Vislink. An Independent board member
has no material personal interests in a company and helps us assure that directors are focused on what is in the best interests
for all shareholders of in the Company.
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2.
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Consider
and vote on a proposal to ratify the Board’s selection of Marcum LLP as the Company’s independent registered public accountants
for the fiscal year ending December 31, 2020 (“Proposal No. 2”).
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3.
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Approve
an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to
effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.00001 per share
(the “Common Stock”) at a specific ratio within a range from 1:5 to 1:50, and to grant authorization to the Company’s
Board of Directors to determine, in its sole discretion, the specific ratio and timing of the reverse stock split any time
before October 11, 2020 (“Proposal No. 3”).
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Why
does Vislink want the option to implement a reverse stock split?
There
are three key reasons that we may want to implement a reverse split
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1.
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Remain
on Nasdaq: Nasdaq has already informed Vislink that the stock is at risk of being delisted. To regain compliance,
the closing bid of the Company’s outstanding shares of common stock must meet or exceed $1.00 per share for at least ten (10)
consecutive business days during the 180 calendar day grace period, which ends December 7, 2020. In the event we do not achieve
this level, our stock will be delisted unless we can effect a reverse split.
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2.
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Attract
institutions that will support our stock: Most of the institutions do not invest in companies whose stock trades below
$1. Many institutional investors don’t invest in stocks below $5. Attracting institutional money managers will
increase the demand for our stock.
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3.
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Use
our stock as an asset: We want to grow the Company. One strategy to grow companies is to acquire new technologies
and entry into new markets. 100 million shares were available in Vislink’s articles of incorporation, and 88 million are currently
outstanding. As a result, we want to free up additional shares to grow the Company in the event we find accretive acquisition
prospects.
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Does
a reverse stock split devalue my shares?
The
value of your shares remains the same. A reverse stock split decreases the number of its outstanding shares and increases the
share price.
What
happens if the reverse split is not approved?
Without
a reverse split, Vislink’s stock is likely to be delisted, making it harder to sell and trade the stock. Shareholders still
own their shares and can choose to keep them or sell them. One of the main reasons for the existence of stock exchanges is to
provide liquidity for investors. Liquidity refers to the availability of buyers and sellers in a particular stock. When you want
to sell a stock, you simply enter an order with your broker, and your shares find their way into the hands of a willing buyer.
However, if a stock is delisted, trading will have to occur on the over-the-counter market, which means there may not be a ready
buyer when it comes time to sell your shares.
How
do I vote?
Call
our proxy solicitor, Laurel Hill Advisory Group, at 1-888-742-1305.
If
you prefer that someone give you a call, click here.
Very
truly yours,
Carleton
“Mickey” Miller
Chief
Executive Officer
Email:
cmm@vislink.com
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