Current Report Filing (8-k)
August 05 2020 - 4:36PM
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): August 5, 2020 (July 31, 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
(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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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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 30, 2020, Vislink Technologies, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference, with the Secretary of State of the State of Delaware. The Certificate of Amendment, effective as of July
31, 2020 at 5:00 p.m. Eastern Time, effects a reverse stock split of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”), at a ratio of 1-for-6 (the “Reverse Stock Split”).
As
previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2020, the Company’s
stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock, at
a ratio in the range of 1-for-5 to 1-for-50. On July 27, 2020, the Company’s Board of Directors selected a 1-for-6 reverse
stock split ratio by unanimous written consent and authorized the implementation of the Reverse Stock Split. Effective August
3, 2020, the Common Stock began trading on a post-Reverse Stock Split basis on the Nasdaq Capital Market.
As
a result of the Reverse Stock Split, every six (6) shares of our pre-Reverse Stock Split Common Stock has been combined and reclassified
into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split, all of which
shares of Common Stock shall be rounded up to the nearest whole number. Immediately following the Reverse Stock Split, there were
approximately 16,103,926 shares of Common Stock outstanding.
Our
transfer agent, Continental Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split.
On
July 31, 2020, the Company issued a press release with respect to the Reverse Stock Split, a copy of which is being filed as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference.
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.
Date:
August 5, 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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