Form 8-K - Current report

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 31, 2025

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)

(IRS 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

Not Applicable

(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):

☐	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 $0.00001 par value 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 31, 2025, Vislink Technologies, Inc. (the “Company”) provided notice of its voluntary intention to delist the Company’s common stock, par value $0.00001 per share (the “Common Stock”), from the Nasdaq Capital Market (“Nasdaq”) and eventual deregistration of the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company notified The Nasdaq Stock Market LLC that it intends to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about February 10, 2025 to effect the delisting of the Common Stock from Nasdaq and to deregister the Common Stock under Section 12(b) of the Exchange Act. The removal of the Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25. Following the removal of the Company’s Common Stock from Nasdaq, the Company may file a Form 15 with the SEC to deregister the Common Stock under the Exchange Act and suspend the Company’s duty to file any reports required under Section 13(a) and 15(d) of the Exchange Act.

The Company has applied for the Common Stock to trade on the over-the-counter (“OTC”) market. No assurances can be provided, however, that trading of the Company’s common stock on the OTC will commence promptly, or at all, or will be maintained.

Item 7.01

Regulation FD Disclosure

On January 31, 2025, the Company issued a press release regarding the delisting and deregistration of its Common Stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Forward-Looking Statements

Statements in this Current Report on Form 8-K about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements. The words “expect,” “intend,” “continue,” “may,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements concerning the Company’s plans with respect to the delisting and deregistration of its Common Stock and the trading of the Common Stock. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the risk that the delisting and deregistration process will take longer than expected; the impact of changing laws and regulations and those risks and uncertainties described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent filings with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release, dated January 31, 2025

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.

By:	/s/ Carleton M. Miller
	Carleton M. Miller
	President and Chief Executive Officer

Date: January 31, 2025

Exhibit 99.1

Vislink Announces Delisting from Nasdaq and Potential SEC Deregistration

Mt. Olive, NJ, January 31, 2025 — Vislink Technologies, Inc. (Nasdaq: VISL) (“Vislink” or the “Company”), a global technology leader in the capture, delivery, and management of high-quality, live video and associated data in the media and entertainment, public safety, and defense markets, today announced that it has provided notification to The Nasdaq Stock Market, LLC (“Nasdaq”) of its intent to voluntarily delist the Company’s common stock, par value $0.00001 per share (the “Common Stock”), from the Nasdaq Capital Market. Vislink expects to file a Form 25 (Notification of Removal from Listing) with the Securities and Exchange Commission (the “SEC”) and Nasdaq relating to the delisting of its Common Stock on or about February 10, 2025. The removal of the Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25.

The withdrawal of the Common Stock from listing and registration is being undertaken following a determination by the Company’s Board of Directors (the “Board”) that such delisting and deregistration is in the best interest of the Company and the holders of its Common Stock. The Board’s decision was based on a careful review of numerous factors, including but not limited to, the lack of an active trading market for the Company’s securities, the required resources and expenses relating to continued Securities Exchange Act of 1934 and Nasdaq disclosure and reporting requirements and related regulatory burdens which have resulted and would continue to result in significant operating expense and attention of the Company’s management team.

Following the delisting, the Company expects that the Common Stock will be quoted for trading on a market operated by the OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make or maintain a market in the Common Stock.

“We believe delisting will help us realize significant savings in both time and resources that will allow us to better focus our energies on developing new products and customers that will deliver greater shareholder value in the long term,” said Mickey Miller, CEO of Vislink.

About Vislink

Vislink Technologies is a global technology leader in capturing, delivering, and managing high-quality live video and associated data. With a renowned heritage in video communications encompassing over 50 years, Vislink has revolutionized live video communications by delivering the highest-quality video from the scene, even in the most challenging transmission conditions, enabling broadcasters, defense, and public safety agencies to capture and share live video seamlessly and securely. Vislink provides live streaming solutions using RF, bonded cellular, 5G, and AI-driven technologies. Vislink’s shares of common stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute forward-looking statements. The words “expect,” “intend,” “continue,” “potential,” “may,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this press release include, but are not limited to, statements concerning the Company’s plans with respect to the delisting and deregistration of its Common Stock; the perceived benefits and timing of the delisting and deregistration; the Company’s expectations regarding and its ability to realize the value of its intellectual property assets; and the trading of the Common Stock. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the risk that the delisting and deregistration process will take longer than expected and that the benefits of such actions may not be realized; the impact of changing laws and regulations and those risks and uncertainties described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on April 3, 2024, and its subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not rely upon this information as current or accurate after its publication date.

Media Contact:

Adrian Lambert

Adrian.lambert@vislink.com

Investor Relations:

investors@vislink.com

Cover	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
Entity File Number	001-35988
Entity Registrant Name	VISLINK TECHNOLOGIES, INC
Entity Central Index Key	0001565228
Entity Tax Identification Number	20-5856795
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	350 Clark Drive
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Mt. Olive
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07828
City Area Code	(908)
Local Phone Number	852-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.00001 par value per share
Trading Symbol	VISL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false