Current Report Filing (8-k)

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 25, 2019 (February 20, 2019)

Vislink Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35988

20-585-6795

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

240 S. Pineapple Avenue, Suite 701, Sarasota, FL		34236
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (941) 953-9035

xG Technology, Inc.

(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))

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 5.03. Amendments to Articles of Incorporation or Bylaws.

Pursuant to a Certificate of Amendment to the Certificate of Incorporation of the Company, as previously amended, filed with the Secretary of State of the State of Delaware (the “Secretary”) on February 11, 2019, and effective as of 10:25 a.m. (Eastern time) on February 11, 2019 (the “Certificate of Amendment”), the Company has changed its name to Vislink Technologies, Inc. (the “Name Change”). Notwithstanding the foregoing, the Company did not receive notice of the Name Change from the Secretary until February 20, 2019. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change does not require approval of the Company’s stockholders. The Name Change will not affect the rights of the Company’s security holders.

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On February 25, 2019, the Company issued a press release announcing the Name Change (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Exhibit 99.1 contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits .

Exhibit No.		Description

3.1		Certificate of Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 11, 2019
99.1		Press Release of Vislink Technologies, Inc., dated February 25, 2019

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.