8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2020 (January 15, 2020)

VislinkTechnologies, Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. [  ]

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

(b)Resignation of Officer

Vislink Technologies, Inc. (the “Company”) has accepted Roger Branton’s resignation from his position as Chief Executive Officer of the Company, effective January 15, 2020. Mr. Branton’s resignation was not a result of any disagreements with the Company. Mr. Branton will remain as the Company’s Chief Financial Officer and a member of its Board of Directors (the “Board”).

(c)(d)Election of Officer and Director

In connection with this transition, on January 15, 2020, the Board appointed Carleton M. Miller, 56, to the roles of Chief Executive Officer of the Company and a member of the Board, effective January 15, 2020. Mr. Miller will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines.

From 2017 to 2018, Mr. Miller was managing director of Beringia, LLC, an independent advisory firm to private equity and small/mid cap market companies. His primary focus there was on software, hardware, and service businesses.

From 2010 to 2016, Mr. Miller was a co-founder, chief executive officer, president and a member of the board of directors of BLiNQ Networks, Inc. (“BLiNQ”), an innovator of wireless connectivity solutions for the communications market. Mr. Miller launched BLiNQ with a vision to create a new market category for mobile operators to build scalable high-density wireless broadband networks. He raised approximately $35 million from venture capital and individual investors over three accretive rounds. Mr. Miller sold BLiNQ to Communications Components, Inc. in November 2016.

Mr. Miller received his B.S. in industrial engineering from the University of Missouri in 1985, his M.B.A. in finance and marketing from Rockhurst College in 1989, and completed the corporate finance program at the London Business School in 1995.

The Company is in the process of finalizing an employment agreement with Mr. Miller (the “Employment Agreement”), pursuant to which the Company will grant shares of restricted stock of the Company as an inducement material to Mr. Miller entering into employment with the Company (the “Stock Award”). The final terms of the Employment Agreement and the Stock Award have not been determined. An amendment to this Current Report on Form 8-K will be filed with the Securities and Exchange Commission once such information has been determined.

There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was appointed as Chief Executive Officer of the Company and as a member of the Board. There are also no family relationships between Mr. Miller and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item8.01 Other Events.

On January 16, 2020, the Company issued a press release announcing (i) the resignation of Mr. Branton as Chief Executive Officer and (ii) the appointment of Mr. Miller as a member of the Board and as Chief Executive Officer of the Company. A copy of the Press Release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item9.01 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.

Exhibit99.1

VislinkTechnologies Inc. Names Carleton M. Miller as Chief Executive Officer

HACKETTSTOWN,NJ, January 16, 2020 — The Board of Directors of Vislink Technologies Inc (NASDAQ: VISL) announced today that it has named Carleton M. Miller as the company’s chief executive officer and a member of the Board of Directors, effective January 15, 2020. Miller was previously Co-Founder, CEO, President and Board Member of Blinq Technologies, Inc.

Vislink Technologies Board Chair Sue Swenson said, “I am delighted to welcome Carleton as our new CEO. Carleton is a proven leader and an experienced CEO who has built global technology businesses and is well positioned to lead Vislink’s continued transformation. With more than 25 years in leadership roles in the technology and communications industries, Carleton has demonstrated a strong track record in initiating and leading change, innovating amid a rapidly evolving digital landscape and driving results. Carleton’s industry knowledge, business acumen, integrity, and passion for customers are important qualities considered by our board.”

Roger Branton will remain at Vislink as the company’s Chief Financial Officer and a member of its Board of Directors.

“On behalf of the Board of Directors, I wish to thank Roger for his leadership,” added Swenson. “He has positioned the company to move forward with a stronger balance sheet focused on key areas for growth.”

Carleton Miller said, “I am honored and thrilled by the opportunity to lead a company recognized for high performance and reliability. I look forward to working with the Vislink team and all stakeholders and partners to take Vislink to the next level in exceeding our customers’ expectations.”

AboutVislink Technologies, Inc.

Vislink Technologies is a global leader in the development and distribution of advanced communication solutions. Driven by technical excellence that has led the industry for over 50 years, our innovative products and turnkey solutions provide reliable connectivity in the toughest environments across the global live production, military and government sectors. Our solutions include high-definition communication links that reliably capture, transmit and manage live event footage, as well as secure video systems that support mission-critical applications. Vislink Technologies shares are publicly traded on the NASDAQ exchange under the ticker symbol VISL. For more information, visit www.vislink.com.

Noteon Forward-looking Statements

This press release may contain projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements involve risks and uncertainties, and actual events or results may differ materially. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are the risk that our reduction in operating expenses may impact our ability to meet our business objectives and achieve our revenue targets and may not result in the expected improvement in our profitability, the fact that our future growth depends in part on further penetrating our addressable market and also growing internationally, and we may not be successful in doing so; our dependence on sales of certain products to generate a significant portion of our revenue; the effect of a decrease in the sales or change in sales mix of these products would harm our business; the risks that an economic downturn or economic uncertainty in our key U.S. and international markets may adversely affect demand for our products; difficulty in accurately predicting our future customer demand; the importance of maintaining the value and reputation of our brand; and other factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2018 and our other subsequent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. The Company disclaims any obligation to update these forward-looking statements.

FORMORE INFORMATION:

Daniel Carpini

941-953-9035

daniel.carpini@vislink.com