Current Report Filing (8-k)
February 04 2021 - 9:22AM
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 4, 2021
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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(I.R.S.
Employer
Identification
No.)
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101
Bilby Road, Suite 15, Building 2
Hackettstown,
NJ 07840
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (941) 953-9035
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:
[ ]
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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. Entry into a Material Definitive Agreement
On
February 4, 2021, Vislink Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain institutional purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell,
in a registered direct offering (the “Offering”), an aggregate of 18,181,820 shares of its common stock (the “Shares”)
and warrants (the “Warrants”) to purchase up to 9,090,910 shares of common stock at an exercise price of $3.25 for
aggregate gross proceeds of approximately $50 million. Each Share and accompanying Warrant to purchase one half of a Share is
being offered and sold at a combined offering price of $2.75. The Shares and the accompanying Warrants can only be purchased together,
but will be issued separately and will be immediately separable upon issuance. The Warrants will be immediately exercisable and
will expire five years from the date of issuance. The closing of the Offering is expected to occur on or about February 8, 2021,
subject to the satisfaction of customary closing conditions.
The
Offering is being conducted pursuant to a placement agency agreement between the Company and A.G.P./Alliance Global Partners (“AGP”).
The Company has agreed to pay AGP a fee equal to 6% of the aggregate purchase price paid by the Purchasers and certain expenses.
The
foregoing summary of the Agreement and the Warrants does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of form of Agreement and form of Warrant filed as Exhibits 10.1 and 4.1 respectively, to this Current Report
on Form 8-K, which are incorporated herein by reference. The Company is filing the opinion of its counsel, Dentons US LLP, relating
to the legality of the issuance and sale of the Shares and the Warrants and the Shares underlying the Warrants as Exhibit 5.1
hereto. Exhibit 5.1 is incorporated herein by reference and into the Company’s registration statements on Form S-3
(File No. 333-238013 and 333-252713).
The
form of Agreement has been filed to provide information regarding its terms. It is not intended to provide any other factual information
about the Company or the actual conduct of its businesses. The form of Agreement contains representations and warranties that
are the product of negotiations among the parties thereto, and that the parties made to, and solely for the benefit of, each other
as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations
agreed to by the respective parties The representations and warranties may have been made for the purpose of allocating contractual
risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations
and warranties in the form of Agreement may not constitute the actual state of facts about the Company.
Item
8.01 Other Events
On
February 4, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed
as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 8.01 by reference.
Since
September 30, 2020, the Company issued 10,198,287 shares of its common stock and received gross proceeds of approximately $18
million from sales of such stock to or through AGP, acting as sales agent, in accordance with the terms of a sales agreement dated
May 5, 2020 entered into with AGP. As of February 4, 2021, the Company had the right to sell up to approximately $3.4 million
of additional shares of common stock under that sales agreement, and had 27,459,229 shares of common stock issued and outstanding,
which does not include the shares to be issued at the closing of the Offering.
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.
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VISLINK
TECHNOLOGIES, INC.
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Date:
February 4, 2021
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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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