Current Report Filing (8-k)
02 May 2020 - 6:27AM
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): May 1, 2020 (April 30, 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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101
Bilby Road, Suite 15, Building 2, Hackettstown, NJ
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07840
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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
3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing
On
April 30, 2020, Vislink Technologies, Inc. (the “Company”) received a public reprimand letter (the “Letter”)
from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”).
The Letter notified the Company that its recent offering of 12,445,000 shares of common stock, par value $0.00001 per share, of
the Company (“Common Stock”), pre-funded warrants to purchase 14,827,200 shares of Common Stock, and warrants to purchase
up to 20,454,150 shares of Common Stock, completed on February 14, 2020 (the “Offering”) did not satisfy Nasdaq Listing
Rule 5635(d) because (a) the Staff determined that the Offering did not meet the Nasdaq definition of a public offering under
Listing Rule IM-5635-3 and (b) the Offering involved the issuance of 20% or more of the pre-transaction shares outstanding at
less than the minimum price, as defined by Nasdaq rules. Consequently, the Staff determined that approval by the shareholders
of the Company was required for the Offering, and because such shareholder approval was not received, the Staff concluded that
the Company violated the Nasdaq’s shareholder approval rules. Additionally, the Letter notified the Company that on two
separate occasions following transactions completed in November 2019 and February 2020, the Company failed to file a Change in
Outstanding Shares form, as required by Listing Rule 5250(e)(1), which filings were subsequently made on March 12, 2020.
The
Staff determined that delisting the Company’s Common Stock was not an appropriate sanction and closed its review by issuing
the public reprimand letter in accordance with Nasdaq Listing Rule 5810(c)(4). As previously reported on a Current Report on Form
8-K, filed with the U.S. Securities and Exchange Commission on February 14, 2020, based on Nasdaq’s published rules and
published guidance at the time of the Offering, the Company believed the Offering was a “public offering” under Rule
5635(d). The receipt of the Letter has no effect on the listing of the Company’s Common Stock.
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:
May 1, 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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