Item
1.01. Entry into a Material Definitive Agreement.
On
May 5, 2020, Vislink Technologies, Inc. (the “Company”) filed a shelf registration statement on Form S-3 with the
U.S. Securities and Exchange Commission (the “SEC”) (the “Registration Statement”), pursuant to which
the Company may offer and sell, at its option, securities having an aggregate offering price of up to $100,000,000. On
May 5, 2020, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant
to which the Company may offer and sell shares of its common stock, par value $0.00001 per share (the “Common Stock”),
having an aggregate offering price of up to $9,800,000 (the “Shares”), to or through A.G.P., as sales agent (the “Sales
Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended) of the Shares (the “ATM Offering”). The Company is limited to such dollar amount of sales
in the ATM Offering due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form
S-3 and the Company’s public float as of the applicable date of such sales, as well as the number of authorized and unissued
shares available for issuance, both in accordance with the terms of the Sales Agreement. On May 5, 2020, the Company filed the
Registration Statement with the SEC, which includes a base prospectus (the “Base Prospectus”) and a sales agreement
prospectus relating to the ATM Offering, specifically relating to the sale of the Shares under the Sales Agreement (collectively
with the Base Prospectus, the “Prospectus”) both of which form part of the Registration Statement. No Shares may be
sold under the Prospectus until the Registration Statement has been declared effective by the SEC.
Shares
may be sold through the Prospectus by any method deemed to be an “at the market offering.” Under the Sales Agreement,
A.G.P. will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions
with the Company’s prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of
the Sales Agreement, A.G.P. is required to use its commercially reasonable efforts consistent with its normal trading and sales
practices, applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market to sell the Shares
from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company.
A.G.P. is not under any obligation to purchase any of the Shares on a principal basis pursuant to the Sales Agreement, except
as otherwise agreed by A.G.P. and the Company in writing and expressly set forth in a placement notice. A.G.P.’s obligations
to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.
The Company is not obligated to make any sales of Shares under the Sales Agreement and any determination by the Company to do
so will be dependent, among other things, on market conditions and the Company’s capital raising needs.
The
Company will pay A.G.P. commissions for its services in acting as its sales agent in the sale of the Shares pursuant to the Sales
Agreement. A.G.P. is entitled to compensation at a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale
of the Shares on the Company’s behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties
and covenants that are customary for transactions of this type. In addition, the Company has provided A.G.P. with customary indemnification
and contribution rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses, including the expenses
of counsel to A.G.P. The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales
Agreement by A.G.P. or the Company, as permitted therein.
The
foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement,
which is attached as an exhibit to the Registration Statement as Exhibit 1.1 and is incorporated herein in its entirety
by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales
Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements in this Current Report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,”
“forecast,” “estimate,” “expect,” “intend,” “likely,” “may,”
“plan,” “potential,” “predict,” “opportunity” and “should,” among
others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking
statements. The Company does not undertake an obligation to update or revise any forward-looking statements. Investors in the
ATM Offering should read the risk factors set forth in the Prospectus for additional information relating to the risks of investing
in the Company and, specifically, the ATM Offering.