Equibles

10-Q

Vislink Technologies, Inc. (VISL)

10-Q 2023-05-15 For: 2023-03-31
View Original
Added on April 06, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ____________to _______________.

Commission

File Number: 001-35988

VislinkTechnologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware 20-5856795
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization) (IRS<br> Employer<br><br> <br>Identification<br> No.)

350Clark Drive, Suite 125,

Mt.Olive, NJ 07828

(Address of Principal Executive Offices)

(908)852-3700

(Registrant’s telephone number, including area code)

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

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which registered
Common<br> stock par value $0.00001 per share VISL The<br> Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period than the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated<br> filer ☒ Smaller<br> reporting company ☒
Emerging<br> growth company ☐

If an emerging growth company, indicate by a checkmark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of May 15, 2023, the registrant’s common stock shares are 2,380,948 .

VISLINK

TECHNOLOGIES, INC.

QUARTERLY

REPORT ON FORM 10-Q

For

the three months ended March 31, 2023

Page<br><br> <br>Number
PART I: FINANCIAL INFORMATION
Item<br> 1. Financial Statements 1
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk 32
Item<br> 4. Controls and Procedures 32
PART II. OTHER INFORMATION
Item<br> 1. Legal Proceedings 33
Item<br> 1A. Risk Factors 33
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds 33
Item<br> 3. Defaults Upon Senior Securities 33
Item<br> 4. Mine Safety Disclosures 33
Item<br> 5. Other Information 33
Item<br> 6. Exhibits 34
SIGNATURES 35

PART

I: FINANCIAL INFORMATION

Item1. Financial Statements

Index

to Condensed Consolidated Financial Statements

Condensed<br> Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 3
Unaudited<br> Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2023, and 2022 4
Unaudited<br> Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 5
Unaudited<br> Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 5
Unaudited<br> Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023, and 2022 6
Notes<br> to Unaudited Condensed Consolidated Financial Statements 7 
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FORWARD-LOOKING

INFORMATION

This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (the “Report”) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar words and phrases are intended to identify forward-looking statements. However, this is not an all-inclusive list of words or phrases identifying forward-looking statements in this Report. Also, all information concerning future matters is forward-looking statements.

Although forward-looking statements in this Report reflect our management’s good faith judgment, such information is based on facts and circumstances we currently know. Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from those discussed in or anticipated by the forward-looking statements. Without limitation, factors that could cause or contribute to such differences in results and outcomes include those discussed in this Report.

We file reports with the Securities and Exchange Commission (“SEC”), and those reports are available free of charge on our website (www.vislinktechnologies.com) under “About/Investor Information/SEC Filings.” The reports available include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, which are available as soon as reasonably practicable after we electronically file such materials or furnish them to the SEC. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can obtain additional information about the Public Reference Room’s operation by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (www.sec.gov) containing reports, proxies, information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this Report. We urge you to carefully review and consider all the disclosures made in this Report.

REFERENCES

TO VISLINK

In this Quarterly Report, unless otherwise stated or the context otherwise indicates, references to “VISL,” “Vislink,” “the Company,” “we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)

December 31,
2022
ASSETS
Current<br> assets
Cash<br> and cash equivalents 14,044 $ 25,627
Accounts<br> receivable, net 6,385 6,007
Inventories,<br> net 11,987 12,021
Investments<br> held to maturity 10,789 —
Prepaid<br> expenses and other current assets 1,029 1,232
Total<br> current assets 44,234 44,887
Right<br> of use assets, operating leases 1,008 1,075
Property<br> and equipment, net 1,561 1,434
Intangible<br> assets, net 4,156 4,400
Total<br> assets 50,959 $ 51,796
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities
Accounts<br> payable 2,674 $ 2,626
Accrued<br> expenses 1,659 1,568
Notes<br> payable — 84
Operating<br> lease obligations, current 433 455
Customer<br> deposits and deferred revenue 1,291 1,540
Total<br> current liabilities 6,057 6,273
Operating<br> lease obligations, net of current portion 1,022 1,107
Deferred<br> tax liabilities 708 764
Total<br> liabilities 7,787 8,144
Commitments<br> and contingencies (See Note 9) - -
Series<br> A Preferred stock, 0.00001 par value per share: 47,500 shares authorized on March 31, 2023, and December 31, 2022, respectively;<br> -0- and 47,419 shares issued and outstanding on March 31, 2023, and December 31, 2022, respectively. — —
Stockholders’<br> equity
Preferred<br> stock, 0.00001 par value per share: 10,000,000 shares authorized on March 31, 2023, and December 31, 2022, respectively — —
Common stock, 0.00001<br> par value per share, 100,000,000<br> shares authorized on March 31, 2023, and December 31, 2022, respectively: Common<br> stock, 2,380,966<br> and 2,370,966<br> were issued, and 2,380,833<br> and 2,370,833<br> were outstanding on March 31, 2023, and December 31, 2022, respectively. — —
Additional<br> paid-in capital 346,486 345,365
Accumulated<br> other comprehensive loss (1,182 ) (1,337 )
Treasury<br> stock, at cost – 133 shares as of March 31, 2023, and December 31, 2022, respectively (277 ) (277 )
Accumulated<br> deficit (301,855 ) (300,099 )
Total<br> stockholders’ equity 43,172 43,652
Total<br> liabilities and stockholders’ equity 50,959 $ 51,796

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

LOSS

(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)

2023 2022
For<br> the Three Months Ended
March<br> 31,
2023 2022
Revenue,<br> net $ 7,188 $ 6,860
Cost<br> of revenue and operating expenses
Cost<br> of components and personnel 3,314 3,423
Inventory<br> valuation adjustments 129 96
General<br> and administrative expenses 5,028 4,910
Research<br> and development expenses 767 1,118
Amortization<br> and depreciation 298 457
Total<br> cost of revenue and operating expenses 9,536 10,004
Loss<br> from operations (2,348 ) (3,144 )
Other<br> income (expense)
Unrealized<br> loss on investments in debt securities (28 ) —
Other<br> income 341 326
Dividend<br> income 91 —
Interest<br> income, net 133 —
Total<br> other income (expense) 537 326
Net<br> loss before income taxes (1,811 ) (2,818 )
Income<br> taxes
Deferred<br> tax benefits 55 51
Net<br> loss $ (1,756 ) $ (2,767 )
Basic<br> and diluted loss per share $ (0.80 ) $ (1.20 )
Weighted<br> average number of shares outstanding:
Basic<br> and diluted 2,375 2,291
Comprehensive<br> loss:
Net<br> loss $ (1,756 ) $ (2,767 )
Unrealized<br> gain (loss) on currency translation adjustment 155 (268 )
Comprehensive<br> loss $ (1,601 ) $ (3,035 )

The

accompanying notes are an integral part of these condensed consolidated financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE MONTHS ENDED MARCH 31, 2023, AND 2022

(INTHOUSANDS, EXCEPT SHARE DATA)

Threemonths ended March 31, 2023:

Accumulated
Series<br> A Additional Other
Preferred<br> Stock Common<br> Stock Paid<br> In Comprehensive Treasury Accumulated
Shares Amount Shares Amount Capital Income<br> (Loss) Stock Deficit Total
Balance,<br> January 1, 2023 47,419 $ — 2,370,948 $ — $ 345,365 $ (1,337 ) $ (277 ) $ (300,099 ) $ 43,652
Net<br> loss — — — — — — — (1,756 ) (1,756 )
Unrealized<br> gain on currency translation adjustment — — — — — 155 — — 155
Unrealized gain (loss) on currency translation adjustment - - 155 155
Elimination<br> of Series A Preferred Stock (47,419 ) — — — — — — — —
Issuance<br> of common stock in connection with:
Compensation<br> awards for services previously accrued — — 10,000 — 200 — — — 200
Stock-based<br> compensation — — — — 921 — — — 921
Balance,<br> March 31, 2023 — $ — 2,380,948 $ — $ 346,486 $ (1,182 ) $ (277 ) $ (301,855 ) $ 43,172

Threemonths ended March 31, 2022:

Accumulated
Series<br> A Additional Other
Preferred<br> Stock Common<br> Stock Paid<br> In Comprehensive Treasury Accumulated
Shares Amount Shares Amount Capital Income<br> (Loss) Stock Deficit Total
Balance,<br> January 1, 2022 — $ — 2,291,254 $ — $ 343,746 $ (297 ) $ (277 ) $ (286,539 ) $ 56,633
Net<br> loss — — — — — — — (2,767 ) (2,767 )
Unrealized<br> loss on currency translation adjustment — — — — — (268 ) — — (268 )
Stock-based<br> compensation — — — — 747 — — — 747
Balance,<br> March 31, 2022 — $ — 2,291,254 $ — $ 344,493 $ (565 ) $ (277 ) $ (289,306 ) $ 54,345

The

accompanying notes are an integral part of these condensed consolidated financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(INTHOUSANDS)

2023 2022
Three Months Ended<br> <br>March 31,
2023 2022
Cash<br> flows used in operating activities
Net<br> loss $ (1,756 ) $ (2,767 )
Adjustments<br> to reconcile net loss to net cash used in operating activities
Deferred<br> tax benefits (55 ) (51 )
Unrealized<br> loss on fair value of investment in bonds held to maturity 28 —
Accretion<br> of bond discount (54 ) —
Stock-based<br> compensation 921 747
Provision<br> for bad debt 27 6
Recovery<br> of bad debt (448 ) (56 )
Inventory<br> valuation adjustments 129 96
Amortization<br> of right of use assets, operating assets 67 52
Depreciation<br> and amortization 298 457
Changes<br> in assets and liabilities
Accounts<br> receivable 128 (408 )
Inventory 137 (2,208 )
Prepaid<br> expenses and other current assets 213 383
Accounts<br> payable (165 ) (184 )
Accrued<br> expenses and interest expense 288 (333 )
Operating<br> lease liabilities (106 ) (127 )
Deferred<br> revenue and customer deposits (254 ) (486 )
Net<br> cash used in operating activities (602 ) (4,879 )
Cash<br> flows used in investing activities
Cash<br> used for investment in securities held to maturity (10,763 ) —
Cash<br> used for property and equipment (177 ) (209 )
Net<br> cash used in investing activities (10,940 ) (209 )
Cash<br> flows provided in financing activities
Principal<br> payments made on notes payable (84 ) (99 )
Net<br> used in financing activities (84 ) (99 )
Effect<br> of exchange rate changes on cash 43 (21 )
Net<br> decrease in cash and cash equivalents (11,583 ) (5,208 )
Cash<br> and cash equivalents, beginning of period 25,627 36,231
Cash<br> and cash equivalents, end of period $ 14,044 $ 31,023
Supplemental<br> disclosure of cash flow information:
Cash<br> paid during the period for interest $ 33 $ 1
Supplemental<br> disclosure of non-cash information:
Common<br> stock issued in connection with:
Compensation<br> awards previously accrued $ 200 $ —
ROU<br> assets and operating lease obligations recognized (Note 6):
Operating<br> lease assets recognized $ — —
Less:<br> non-cash changes to operating lease assets
amortization (67 ) (52 )
ROU<br> assets and operating lease obligations recognized $ (67 ) $ (52 )
Operating<br> lease liabilities recognized $ — $ —
Less:<br> non-cash changes to operating lease liabilities accretion (106 ) (127 )
Operating<br> lease liabilities recognized $ (106 ) $ (127 )

The

accompanying notes are an integral part of these condensed consolidated financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE

1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Natureof Operations

Vislink, incorporated in Delaware in 2006, is a global technology business specializing in collecting, delivering, and managing high-quality, live video and associated data from the action scene to the viewing screen. Vislink provides solutions for collecting live news, sports, entertainment, and news events for the broadcast markets. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in the terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems delivering a broad spectrum of customer solutions.

LiveBroadcast:

Vislink delivers an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, satellite, cellular, I.P. (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing A.I. (Artificial Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, Vislink has the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions.

Industry-wide contributors acknowledge Vislink’s live broadcast solutions. The transmission of most of all outside wireless broadcast video content uses our equipment, with over 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Vislink wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

MilitaryAnd Government:

Vislink has developed high-quality solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Vislink solutions are specifically designed with interagency cooperation, utilizing the internationally-recognized I.P. platform and a web interface for video delivery. Vislink provides comprehensive video, audio, and data communications solutions to law enforcement and the public safety community, including Airborne, Unmanned Systems, Maritime, and Tactical Mobile Command Posts. These solutions may include:

● integrated<br> suites of airborne downlink transmitters, receivers, and antenna systems
● data<br> and video connectivity for airborne, marine, and ground assets
● UAV<br> video distribution
● flexible<br> support for COFDM and bonded cellular/5G Networks
● terrestrial<br> point-to-point
● tactical<br> mobile command
● IP-based,<br> high-end encryption, full-duplex, real-time connectivity at extended operating ranges
● high-throughput<br> air/marine/ground-to-anywhere uplink and downlink systems
● secure<br> live streaming platforms for use in mobile and fixed assets
● personal<br> portable products

Vislink public safety and surveillance solutions are deployed worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation, criminal investigation, crisis management, mobile command posts, and field operations. These solutions are designed to meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas including established infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location.

SatelliteCommunications:

Over 30 years of technical expertise support Vislink’s satellite solutions. These solutions ensure robust, secure communications while delivering low transmission costs for any organization that needs high-quality, reliable satellite transmission. We offer turnkey solutions that begin with state-of-the-art coding, compression, and engine modulation and end with our robust, lightweight antenna systems. Vislink Satellite solutions focus heavily on being the smallest, lightest, and most efficient in their categories, making transportation and ease of use a key driver in the customer experience. Vislink offers an extensive range of satellite designs that allow customers to optimize bit rate, size, weight, and total cost. Our satellite systems are used extensively globally, with over 2,000 systems deployed by governments, militaries, and broadcasters. While we continue offering satellite solutions, we no longer invest in the engineering and product development necessary to stay relevant in the sector. We will continue to market and sell our current solutions but do not anticipate introducing further upgrades or features to our satellite product line.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Natureof Operations (continues)

ConnectedEdge Solutions:

Vislink offers the hardware and software solutions needed to acquire, produce, contribute, and deliver video over all private and public networks with the Mobile Viewpoint acquisition. Connected edge solutions aid the video transport concept of ubiquitous IP networks and cloud-scale computing across 5G, WiFi6, Mesh, and COFDM-enabled networks. These solutions include:

● Live<br> video encoding, stream adaptation, decoding, and production solutions
● Remote<br> production workflows
● Wireless<br> cameras
● AI-driven<br> automated production
● Ability<br> to contribute video over:
○ Bonded<br> cellular (3G and 4G)
○ Satellite
○ Fiber
○ Emerging<br> networks, including 5G and Starlink

Basisof Presentation

The accompanying unaudited condensed consolidated financial statements are prepared under the United States generally accepted accounting principles (“US GAAP”) for interim financial information and following Form 10-Q and Regulation S-X instructions. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements. Read these financial statements in conjunction with the consolidated financial statements filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the United States Securities and Exchange Commission (the “SEC”) on March 31, 2023. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present the Company’s consolidated financial position as of March 31, 2023, the results of its operations, and cash flow for the three months ended March 31, 2023, and 2022. Such adjustments are of a routine recurring nature. The results of operations for the three months ended March 31, 2023, may not indicate results for an entire year, any other interim period, or any future year period.

Principlesof Consolidation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the US Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.

SegmentReporting

The Company identifies operating segments as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision-makers, or decision-making group, in deciding how to allocate resources and assess performance. The Company’s decision-making group is the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment with different product offerings. All long-lived assets of the Company reside in the U.S., the U.K., and the Netherlands.

Useof Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. These estimates also affect the reported revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. Actual results could differ from estimates, and any such differences may be material to our financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Risksand Uncertainties

Risks and uncertainties include but are not limited to, the following: risks related to an economic downturn or deterioration of general macroeconomic conditions (including recessionary pressures, decreases in consumer spending power or confidence, and significant uncertainty in the global economy and capital markets resulting from rising inflation, volatility in energy and commodity prices, the impact of the Russia-Ukraine war, increasing diplomatic and trade friction between the U.S. and China, and related supply chain issues), risks arising from epidemic diseases or pandemics, potential adverse effects to our and our customers’ liquidity and financial performances from bank failures or other events affecting financial institutions.

To mitigate such possibilities, we may align our product pricing and cost structure with changes in customer demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness, and other developments. We monitor the circumstances mentioned above to assess direct material adverse effects on our business, financial condition, or results of operations. Therefore, these impacts may change accounting estimates and assumptions over time. Interim period results are not necessarily indicative of the expected results for the full fiscal year.

Cashand Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents consist of unrestricted funds invested in a money market mutual fund. The following table illustrates the Company’s cash and cash equivalents:

SCHEDULE

OF CASH AND CASH EQUIVALENTS

3/31/23 12/31/22
Cash on hand $ 2,741,000 $ 25,627,000
Federal-backed mutual funds 11,303,000 —
Cash and cash equivalents $ 14,044,000 $ 25,627,000

Allowancefor credit losses

Change in accounting principles

In June 2016, the FASB established Topic 326, Financial Instruments—Credit Losses, Measurement of Credit Losses on Financial Instruments (ASU) No. 2016-13, which requires a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, including accounts receivable.

The standard replaces the existing incurred credit loss model with the Current Expected Credit Losses (“CECL”) model. It is required to measure credit losses based on the Company’s estimate of expected losses rather than incurred losses, which generally results in earlier recognition of allowances for credit losses. Under ASC 326, the Company evaluates specific criteria, including aging and historical write-offs, the current economic condition of particular customers, and future economic conditions of countries utilizing a consumption index to determine the appropriate allowance for credit losses. The Company completed its assessment of the new standard and did not adjust the opening balance of retained earnings relating to its trade receivables. The Company writes off receivables once it is determined that they are no longer collectible, as local laws allow.

Inventories

Inventories consist of raw materials, work-in-process, and finished goods and are recorded at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable completion, disposal, and transportation costs. The Company evaluates inventory balances and either writes down obsolete inventory or records a reserve for slow-moving or excess inventory based on net realizable value analysis.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RevenueRecognition

We account for the Company’s operating results under ASC Topic 606, adopted on January 1, 2019. It is a comprehensive revenue recognition model that requires recognition when the Company transfers control of the promised goods or services to our customers at an amount that reflects the consideration we expect to receive. The application of ASC Topic 606 requires us to use more judgment and make more estimates than under previously issued guidance.

The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration we expect to receive in exchange for those services.

The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with a customer.

2. Identification of the performance obligations in the contract.

3. Determination of the transaction price.

4. Allocation of the transaction price to the performance obligations in the contract; and

5. Recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, the Company assesses the goods and services promised in our customer contracts and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the consideration we expect to receive in exchange for transferring goods and services. The value-added sales taxes and other charges we collect concurrent with revenue-producing activities are excluded from income.

RemainingPerformance Obligations:

The remaining performance obligations, or backlog, represent the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less.

IntangibleAssets

Patentsand licenses:

Patents

and licenses, measured initially at purchase cost, are included in intangible assets on the Company’s balance sheet and are amortized on a straight-line basis over their estimated useful lives of 18.5 to 20 years.

Otherintangible assets:

The Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in IMT, Vislink, and Mobile Viewpoint Corporate B.V., a third-party appraiser, determined the value of these acquired assets for these business combinations. Absent an indication of fair value from a potential buyer or similar specific transactions, we have determined that using the methods employed provided a reasonable estimate in reporting the values assigned.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

The Company determines if an arrangement is a lease at inception. The Company recognizes lease expense for lease payments on a straight-line basis over the lease term. The Company includes operating leases as “Right of use assets, operating leases” (“ROU”) in the consolidated balance sheets. For lease liabilities, operating lease liabilities are included in “Operating lease obligations, current” and “Operating lease liabilities, net of current portion” in the consolidated balance sheets. The Company recognizes operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments for all leases with a term longer than 12 months. No lease and non-lease components are separated for all our real estate contracts.

There were no capital leases, now titled “finance leases” under ASC 842, in the Company’s lease portfolio as of March 31, 2023. The ROU assets and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”), defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rates based on an analysis of prior collateralized borrowings over similar terms of the lease payments at the commencement date to estimate the IBR under ASC 842.

Stock-BasedCompensation

The Company accounts for stock compensation with persons classified as employees for accounting purposes under ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model, and the fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date.

The expansion of Topic 718 fell under ASU 2018-07 to include share-based payment transactions for acquiring goods and services from non-employees. The measurement date for equity-classified non-employee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of non-employee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new ASU aligns the accounting for nonemployee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term to measure the non-employee share-based payment awards. The new ASU allows entities to make an award-by-award election to use the expected duration (consistent with employee share-based payment awards) or the contractual term for non-employee awards.

Stock-OptionAwards — Time-based and performance-based:

Under ASC Topic 718, the compensation cost is measured based on an award’s fair value at the grant’s date for the time vested option award using the Black Scholes-Merton formula as a valuation technique. The Company used the U.S. Treasury note’s rate over the expected option term for the risk-free rate. Employees’ expected term represents the period that options granted are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide a reasonable basis for estimating the expected term. For non-employee options, the expected term is the entire term. Expected volatility is based on the average weekly share price changes over the shorter expected term or the period from the Nasdaq Capital Markets Exchange placement to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives.

The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to additional paid-in capital. The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided.

RestrictedStock Unit Awards (“RSUs”) — Time-Based:

Under ASC 718, the exercise price for RSUs is determined using the fair market value of the Company’s common stock on the grant date. For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between graded vesting attribution or straight-line attribution. The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest. Forfeitures of time-based units and awards are recognized as they occur. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate the fair value of time-based restricted stock units.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-BasedCompensation (continued)

RestrictedStock Unit Awards (“RSUs”) — Performance-Based:

The accruals of compensation cost for an award with a performance condition are related to that performance condition’s probable outcome. Under ASC 718, a “performance condition” is the achievement of a specified target that is defined by referring to the employer’s operations or activities, such as an option that vests if the employer’s growth rate increases by a certain amount or there are the attainments of regulatory approval for a product. There is an accrual of compensation cost upon the likely achievement of the performance condition, and there is no accrual if the accomplishment of the performance condition is not probable. The exercise price for RSUs is determined using the fair market value of the Company’s common stock on the grant date. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate performance-based restricted stock units’ fair value.

LossPer Share

The Company reports loss per share under ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. The basic loss per share calculation divides the net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding for the period determined using the treasury stock method. For the diluted net loss per share calculation, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss.

The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands):

SCHEDULE

OF ANTI-DILIUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM THE CALCULATION OF LOSS PER SHARE

2023 2022
Three<br> Months Ended
March<br> 31,
2023 2022
Anti-dilutive<br> potential common stock equivalents are excluded from the calculation of loss per share:
Stock<br> options 78 26
Warrants 459 459
Total 537 485

FairValue of Financial Instruments

The authoritative guidance for fair value measurements under topic ASC 820, “Fair Value Measurements and Disclosures,” establishes a three-tier fair value hierarchy, prioritizing the inputs used in measuring fair value. These tiers include:

● Level<br> 1 is observable inputs such as quoted prices in active markets.
● Level<br> 2 is defined as inputs other than quoted prices in active markets that are either directly<br> or indirectly observable; and
--- ---
● Level<br> 3 is defined as unobservable inputs with little or no market data, requiring an entity to<br> develop its assumptions.
--- ---

Our financial instruments include cash equivalents, accounts receivable, investments, prepaid expenses and other assets, accounts payable, accrued expenses, and short-term debt. Fair value estimates of these instruments are made at a specific point in time based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, investments, prepaid expenses, and other assets, accounts payable, and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FairValue of Financial Instruments (continued)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The new guidance modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Effective January 1, 2020, the Company adopted the provisions of ASU 2018-13. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures. As of March 31, 2023, the Company had level 2 fair value assets (see Note 3).

ForeignCurrency and Other Comprehensive (Gains) Loss

We record gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions that are considered long-term investments that are accumulated and credited or charged to other comprehensive income. We have two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates at the balance sheet date and for income statement accounts using an average exchange rate for the three months ending March 31, 2023, and 2022, respectively. We included gains or losses from such translation as a separate component of accumulated other comprehensive (loss) income.

Transaction gains and losses are recognized in our operations’ results based on the difference between the foreign exchange rates on the transaction date and the reporting date. The foreign currency exchange gains and losses are a component of general and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

The Company has recognized foreign exchange gains and losses and changes in accumulated comprehensive income approximately as follows:

SCHEDULE

OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME

2023 2022
Three<br> months ended
March<br> 31,
2023 2022
Net<br> foreign exchange transactions:
(Gains)<br> Losses $ (44,000 ) $ 16,000
Net foreign exchange transactions: Losses $ (44,000 ) $ 16,000
Accumulated<br> comprehensive income:
Unrealized<br> (gains) losses on currency translation adjustment $ (155,000 ) $ 268,000

The exchange rates adopted for the foreign exchange transactions are quoted on OANDA, a Canadian-based foreign exchange company, and an internet website providing currency conversion, online retail foreign exchange trading, foreign currency transfers, and forex information. The Company translated amounts from British Pounds into United States Dollars and Euros to British Pounds at the following exchange rates for the respective periods:

● As<br> of March 31, 2023 – £ 1.236707 to $1.00; € 1.0877060 $1.00
● The<br> average exchange rate for the three months ended March 31, 2023 – £ 1.2147249 to $1.00; € 1.0727193 to $1.00
● As<br> of March 31, 2022 – £1.3132500 to $1.00; €0.8462040 to £1.00
● The<br> average exchange rate for the three months ended March 31, 2022 – £1.3413086 to $1.00; €0.8361689 to £1.00

SubsequentEvents

Management has evaluated subsequent events or transactions occurring through the date the consolidated financial statements were issued and determined that no events or transactions are required to be disclosed herein except as disclosed.

On March 31, 2023, the Company entered into an agreed separation with Michael Bond, the former Chief Financial Officer. Effective April 1, 2023, Paul Norridge became the Company’s new Chief Financial Officer.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RecentlyIssued Accounting Principles

RecentAccounting Pronouncements

Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE

2 — LIQUIDITY AND FINANCIAL CONDITION

The

Company incurred an approximate $2.3 million loss from operations and $0.6 million of cash used in operating activities for the three months ended March 31, 2023. The Company had $38.2 million in working capital, $301.9 million in accumulated deficits, and $14.0 million of cash and cash equivalents as of March 31, 2023.

During the first quarter of 2023, the Company invested a portion of its cash reserves of approximately $10.8 million in Federal bonds

intended to be held to maturity, and $11.3 million in Federally backed money market mutual funds, with the primary purpose of seeking to increase investment income.

Many factors may impact the Company’s liquidity requirements. These may include but are not limited to economic conditions, including inflation, foreign exchange, fluctuations, and the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least twelve months from the filing date of these financial statements.

NOTE

3 — INVESTMENTS

During the first quarter of the fiscal year 2023, the Company’s used cash to purchase the following debt instruments :

● On<br> January 23, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,065,789, a par value of $5,000,000,<br> maturing October 24, 2023, a 5.1948% interest rate, at a discount of $253,289 totaling $4,812,500.
● On<br> February 1, 2023, the Company purchased a bond, “Federal Home Loan Banks,” with a face value of $4,999,750 and accrued<br> interest of $25,729, a par value of $5,000,000, maturing December 22, 2023, at an interest rate of 4.750%, totaling $5,025,479.
● On<br> February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of<br> $950,000, maturing February 28, 2024, at an interest rate of 5.07%, totaling $950,000.

The Company identified these transactions as investments in debt security and will apply the guidance under ASC Topic 320, “Investments in debt securities,” and for interest income guidance under ASC Topic 310-20, “Receivables.” As of March 31, 2023, the foregoing investments have a stated maturity of one year or less. Management intends to treat these investments as held to maturity.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE3 — INVESTMENTS (continued)

The Company has determined the fair value of its investments held to maturity based on Level 2 inputs as of March 31, 2023:

SCHEDULE

OF FAIR VALUE OF ITS INVESTMENTS

Level<br> 1 Level<br> 2 Level<br> 3 Total
Federal Bonds — $ 10,789,000 — $ 10,789,000
$ — $ 10,789,000 $ — $ 10,789,000

The Company’s investments held to maturity are as follows as of March 31, 2023:

SCHEDULE

OF INVESTMENTS HELD TO MATURITY

Amortized<br> Cost Unrealized<br> Gains Unrealized<br> Losses Fair<br> Value
Federal Bonds $ 10,817,000 — $ 28,000 $ 10,789,000
$ 10,817,000 $ — $ 28,000 $ 10,789,000

NOTE

4 — INTANGIBLE ASSETS

The Company continuously monitors operating results, events, and circumstances that may indicate potential impairment of intangible assets. Management concluded that no triggering events occurred during the three months ended on March 31, 2023.

The following table illustrates finite intangible assets as of March 31, 2023:

SCHEDULE OF INTANGIBLE ASSETS

Proprietary<br> Technology Patents<br> and Licenses Trade<br> Names & Technology Customer<br> Relationships
Accumulated Accumulated Accumulated Accumulated
Cost Amortization Cost Amortization Cost Amortization Cost Amortization Net
Balance,<br> December 31, 2022 $ 2,132,000 $ (815,000 ) $ 12,378,000 $ (12,378,000 ) $ 2,251,000 $ (1,189,000 ) $ 5,095,000 $ (3,074,000 ) $ 4,400,000
Amortization — (146,000 ) — — — (35,000 ) — (63,000 ) (244,000 )
Balance,<br> March 31, 2023 $ 2,132,000 $ (961,000 ) $ 12,378,000 $ (12,378,000 ) $ 2,251,000 $ (1,224,000 ) $ 5,095,000 $ (3,137,000 ) $ 4,156,000

ProprietaryTechnology:

The Company amortizes proprietary technology over 3 to 5 years of their useful lives. The proprietary technology consists of wireless multiplex transmitters and artificial intelligence developed and used by MVP internally to produce and sell products or services to the end-user or customer.

Patentsand Licenses:

The

Company amortizes filed patents and licenses over their useful lives, ranging from 18.5 to 20 years. The amortization of the costs incurred by processing provisional patents and pending applications begins after successful review and filing.

TradeName, Technology, and Customer Relationships:

The Company amortizes these other intangible assets over their estimated useful lives of 3 to 15 years. Prior acquisitions of the Company’s subsidiaries, IMT, Vislink, and MVP, created these intangible assets of trade names, technology, and customer lists.

The Company has recognized net capitalized intangible costs as follows:

SCHEDULE OF CAPITALIZED INTANGIBLE COSTS

March<br> 31, December<br> 31,
2023 2022
Proprietary<br> Technology $ 1,173,000 $ 1,319,000
Trade<br> Names and Technology 1,025,000 1,060,000
Customer<br> Relationships 1,958,000 2,021,000
$ 4,156,000 $ 4,400,000 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE4 — INTANGIBLE ASSETS (continued)

The Company has recognized the amortization of intangible assets as follows:

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

Three<br> Months Ended
March<br> 31,
2023 2022
Proprietary<br> Technology $ 146,000 $ 145,000
Patents<br> and Licenses — 164,000
Trade<br> Names and Technology 35,000 35,000
Customer<br> Relationships 63,000 63,000
$ 244,000 $ 407,000

The

weighted average remaining life of the amortization of the Company’s intangible assets is approximately 5.3 years as of March 31, 2023. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years:

SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS

Period ending March<br> 31,
2024 $ 642,000
2025 640,000
2026 624,000
2027 540,000
2028 476,000
Thereafter 1,234,000
$ 4,156,000

NOTE

5 — NOTES PAYABLE

The table below represents the Company’s notes payable as of March 31, 2023, and December 31, 2022:

SCHEDULE

OF NOTES PAYABLE

Principal
3/31/23 12/31/22
On<br> April 5, 2022, the Company renewed its D & O insurance policy at a cost of approximately $1,037,000, with a down payment of $194,000,<br> financing the remaining balance of approximately $943,000 pursuant to a loan for nine months at a 2.09% annual interest rate and<br> a monthly principal and interest payment of approximately $84,000. The Company recorded interest expense of $150 and $-0- for the<br> three months ended March 31, 2023, and 2022, respectively. As of March 31, 2023, the loan is paid in full. $ — $ 84,000
$ — $ 84,000

NOTE

6 — LEASES

The Company’s leasing arrangements include office space, deployment sites, and storage warehouses, both domestically and internationally. The operating leases contain various terms and provisions, with lease terms of approximately one to four years remaining as of March 31, 2023. Certain individual leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. We recognize rent expense for these types of contracts on a straight-line basis over the minimum lease term.

On

March 31, 2023, the Company recorded approximately $1.0 million of ROU assets net of $1.2 million accumulated amortization on the balance sheet. Additionally, the Company recorded relatively $1.4 million of operating lease liabilities, of which $0.4 million is current, and $1.0 million is non-current, as reported on the balance sheet. The weighted-average remaining term for lease contracts was 3.2 years on March 31, 2023, with maturity dates from July 2023 to May 2027 and a weighted-average discount rate of 9.4% on March 31, 2023.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE6 — LEASES (continued)

Adjustments for straight-line rental expense for the respective periods was not material. Most costs recognized are reflected in cash used in operating activities for the respective periods. This expense consisted primarily of payments for base rent on office and warehouse leases. Amounts related to short-term lease costs, taxes, and variable service charges on leased properties were immaterial. Besides, we have the right to renew individual leases for various renewal terms but no obligation. There were no new leases during the three months ending March 31, 2023.

The following table illustrates operating lease data for the three months ending March 31, 2023, and 2022:

SCHEDULE

OF OPERATING LEASE DATA

Three<br> Months Ended
March<br> 31,
2023 2022
Lease<br> cost:
Operating<br> lease cost $ 103,000 $ 119,000
Short-term<br> lease cost 70,000 149,000
Total<br> lease cost $ 173,000 $ 268,000
Cash<br> paid for lease liabilities:
Cash<br> flows from operating leases $ 160,000 $ 127,000
Weighted-average<br> remaining lease term—operating leases 3.2<br> years 4.0<br> years
Weighted-average<br> discount rate—operating leases 9.4 % 9.3 %

Maturities of operating lease liabilities were as follows as of March 31, 2023:

SCHEDULE

OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

Amount
2024 $ 549,000
2025 461,000
2026 393,000
2027 224,000
2028 25,000
Thereafter —
Total<br> lease payments 1,652,000
Less:<br> imputed interest 197,000
Present value of<br> lease liabilities 1,455,000
Less:<br> Current lease liabilities 433,000
Non-current<br> lease liabilities $ 1,022,000

The table below lists the location and lease expiration date from 2023 through 2027:

SCHEDULE

OF LEASE OBLIGATION ASSUMED

Location Square<br> Footage Lease-End<br> Date Approximate<br> Future Payments
Colchester,<br> U.K. – Waterside House 16,000 Dec 2025 $ 598,000
Singapore 950 July 2023 11,000
Billerica,<br> MA 2,000 Dec 2026 391,000
Hemel,<br> UK 12,870 Oct 2023 84,000
Mount<br> Olive, NJ 7,979 Jan 2027 568,000 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE

7— STOCKHOLDERS’ EQUITY

Preferredstock

On

March 22, 2023, the Board of Directors of the Corporation approved a resolution to eliminate the Corporation’s Certificate of Designation, Preferences, and Rights (the “Certificate of Elimination”) of the Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), that was filed with the Secretary of State of the State of Delaware on November 9, 2022.

Upon

the effective filing of this Certificate of Elimination, the shares previously designated under the certificate of designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of preferred stock of the Corporation. As of March 31, 2023, 47,500 shares are authorized, and no Series A Preferred Stock was issued or outstanding.

Commonstock

During the three months that ended March 31, 2023, the Company:

● Issued<br> 10,000 shares of common stock to specific board members under a commitment agreement valued at $200,000. The common stock’s<br> value was determined on the agreement’s original date.
● Recognized<br> approximately $921,000 of stock-based compensation costs associated with outstanding stock options recorded in general and administrative<br> expenses offsetting additional paid-in capital. 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE

8 — STOCK-BASED COMPENSATION

EquityIncentive Plans:

The following table illustrates various plan data under the amended Long-Term Stock Incentive Plan (the “Plan”) as of March 31, 2023, and 2022:

SCHEDULE

OF STOCK OPTION PLANS

Three<br> months ended
March<br> 31,
2023 2022
Stock-based<br> compensation expense $ — $ 1,000
Remaining<br> expense of stock-based compensation $ — $ —
Remaining<br> amortization period 0.0<br> years 0.0<br> years
Weighted<br> average remaining contractual life – options outstanding and exercisable 4.3<br> years 5.3<br> years
Intrinsic<br> value per share $ — $ —
Range<br> of exercise prices $ 139.20<br> to 1,944.00 $ 139.20<br>to 23,472.00
Quantity:
Beginning<br> balance-January 1^st^, outstanding options 2,250 2,496
Stock<br> options forfeited (46 (13
Ending<br> balance-March 31^st^, outstanding options 2,204 2,483
Ending<br> balance-March 31^st^, exercisable options 2,204 2,462
Weighted Averages:
Beginning<br> balance-January 1^st^, outstanding options $ 1,756.00 $ 1,795.80
Stock<br> options forfeited (954.00 (1,944.00
Ending<br> balance-March 31^st^, outstanding options $ 1,772.00 $ 1,764.40
Ending<br> balance-March 31^st^, exercisable options $ 1,772.00 $ 1,798.20

All values are in US Dollars.

Time-vestedstock options:

In connection with their employment agreement(s), the Company granted the following ten-year, non-statutory time-vested option inducement awards under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment):

SCHEDULE

OF STOCK OPTION PLANS FOR VESTED OPTION

Recipient Date<br> of Grant Options<br> Granted Exercise<br> Price Vesting<br> Commencement Date Expiration<br> Date 25%<br> Vesting 75%<br> Remaining Vesting
●<br> Carleton M. Miller — CEO 1/22/20 17,962 $ 34.20 1/22/20 1/22/30 1/22/21 36<br> equal monthly periods
●<br> Michael Bond — CFO 2/27/20 6,758 $ 19.20 4/1/20 4/1/30 4/1/21 36<br> equal monthly periods 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

Time-vestedstock option (continued):

In determining the time-vested options award’s grant-date fair value, the following assumptions were used:

SCHEDULE

OF SHARE-BASED PAYMENT AWARD STOCK OPTION

Expected<br> term (years) Expected<br> dividend yield Risk-free<br> interest rate Volatility Exercise<br> Price
●<br> Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 34.20
●<br> Michael Bond — CFO 6.3 — 0.62 % 155.0 % $ 19.20

Note: no time-vested option awards were granted during the three months ending March 31, 2023. Effective March 31, 2023, the Company entered a separation agreement with Michael Bond, including the acceleration of vested options.

The following table illustrates various plan data under time-based stock option awards:

SCHEDULE

OF STOCK OPTION PLANS

Three<br> months ended
March<br> 31,
2023 2022
Stock-based<br> compensation expense $ 70,000 $ 28,000
Remaining<br> expense of stock-based compensation $ 249,000 $ 470,000
Remaining<br> amortization period 0.8<br> years 1.9<br> years
Weighted<br> average remaining contractual life – options outstanding and exercisable 6.9<br> years 7.9<br> years
Intrinsic<br> value per share $ — $ 2.20
Range<br> of exercise prices $ 19.20<br> to $34.20 $ 19.20<br>to $34.20
Quantity:
Beginning<br> balance-January 1^st^, outstanding 24,721 24,721
Granted,<br> canceled, expired — —
Ending<br> balance-March 31^st^, outstanding 24,721 24,721
Ending<br> balance-March 31^st^, exercisable 24,721 13,391
Weighted Averages:
Beginning<br> balance-January 1^st^, outstanding $ 13.00 $ 20.20
Granted,<br> canceled, expired — $ —
Ending<br> balance-March 31^st^, outstanding $ 10.00 $ 19.00
Ending<br> balance-March 31^st^, exercisable $ 18.00 $ 35.00 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

Performance-basedstock options:

In connection with their employment agreement, the Company granted the following ten-year, non-statutory performance-based stock option inducement award under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans that will vest in three equal tranches upon attainment of applicable performance conditions for each tranche (all subject to continued employment):

SCHEDULE

OF STOCK OPTION PLANS FOR VESTED OPTION

Options<br> Vesting Dates Options<br> Vesting Schedule
Recipient Date<br> of Grant Options<br> Granted Exercise<br> Price Commencement Expiration Tranche<br> 1 Tranche<br> 2 Tranche<br> 3
Carleton<br> M. Miller — CEO 1/22/20 12,500 $ 34.20 1/22/20 1/22/30 *4,167 **4,167 ***4,166

Applicable performance conditions:

* Shares<br> will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative<br> EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters.
** Shares<br> will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative<br> EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters.
*** Shares<br> will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative<br> EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters.

In determining the time-vested options award’s grant-date fair value, the following assumptions were used:

SCHEDULE

OF SHARE-BASED PAYMENT AWARD, STOCK OPTION, VALUATION ASSUMPTION

Expected<br> term (years) Expected<br> dividend yield Risk-free<br> interest rate Volatility Exercise<br> Price
●<br> Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 34.20

Note: no performance-based stock option awards were granted during the three months ended March 31, 2023.

The following table illustrates various plan data under performance-based stock option awards:

SCHEDULE

OF STOCK OPTION PLANS

Three<br> months ended
March<br> 31,
2023 2022
Stock-based<br> compensation expense $ — $ —
Remaining<br> expense of stock-based compensation $ 414,000 $ 414,000
Remaining<br> amortization period 1.8<br> years 2.8<br> years
Weighted<br> average remaining contractual life – options outstanding and exercisable 6.8<br> years 7.8<br> years
Intrinsic<br> value per share $ — $ —
Range<br> of exercise prices $ 34.20 $ 34.20
Quantity:
Beginning<br> balance-January 1^st^, outstanding 12,500 12,500
Granted,<br> canceled, expired — —
Ending<br> balance-March 31^st^, outstanding 12,500 12,500
Ending<br> balance-March 31^st^, exercisable — — 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

Performance-basedstock options (continued):

The following table illustrates various plan data under performance-based stock option awards (continued):

Three<br> months ended
March<br> 31,
2023 2022
Weighted Averages:
Beginning<br> balance-January 1^st^, outstanding $ 33.00 $ 33.00
Granted,<br> canceled, expired — —
Ending<br> balance-March 31^st^, outstanding $ 33.00 $ 33.00
Ending<br> balance-March 31^st^, exercisable $ — $ —

The probability of achieving any required metrics for vesting is inconclusive, and no options are exercisable as of March 31, 2023. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any unrecognized costs over the remaining requisite service period of the awards.

RestrictedStock Units

Restrictedstock awards — time-based:

The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to continued employment:

SCHEDULE

                                                                                                                                               OF STOCK OPTION PLANS FOR VESTED OPTION
Grant Initial<br> RSUs Vesting Remaining<br> RSUs Vesting
Recipient Date Units Exercise<br> Price Date Units Units Terms
Carleton<br> M. Miller — CEO 3/3/21 29,933 $ 72.00 3/3/22 9,978 19,956 24<br> equal monthly periods
Michel<br> Bais — Managing Director 8/17/21 10,000 $ 37.80 8/17/22 2,500 7,500 36<br> equal monthly periods
Group of 22 Employees 2/17/22 25,750 $ 19.60 2/17/23 8,498 17,253 24<br> equal monthly periods
Carleton<br> M. Miller — CEO 2/16/22 51,654 $ 21.00 2/16/23 12,913 38,740 36<br> equal monthly periods
Michael<br> Bond — CFO 2/16/22 19,649 $ 21.00 2/16/23 4,913 14,737 36<br> equal monthly periods
Group of 6 Employees 2/17/23 11,250 $ 11.40 2/17/24 3,713 7,538 24<br> equal monthly periods
Group of 11 Employees 3/17/23 30,000 $ 8.00 3/16/24 9,900 20,100 24<br> equal monthly periods

Note: Effective March 31, 2023, the Company entered a separation agreement with Michael Bond, including accelerating time-based restricted stock awards.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

RestrictedStock Units (continued)

Restrictedstock awards — time-based (continued):

The following table illustrates various plan data under time-based restricted stock awards:

SCHEDULE

OF STOCK OPTION PLANS

Three<br> months ended
March<br> 31,
2023 2022
Stock-based<br> compensation expense $ 851,000 $ 718,000
Remaining<br> expense of stock-based compensation $ 3,199,000 $ 4,037,000
Remaining<br> amortization period 2.0<br> years 3.2<br> years
Weighted<br> average remaining contractual life – options outstanding 2.4<br> years 3.2<br> years
Weighted<br> average remaining contractual life – options exercisable 2.0<br> years 5.8<br> years
Intrinsic<br> value per share $ — $ —
Range<br> of exercise prices $ 8.00<br> to 72.00 $ 19.60<br>to $72.00
Quantity:
Beginning<br> balance-January 1^st^, outstanding 140,736 39,933
Granted 41,250 107,053
Forfeited (19,415 —
Ending<br> balance-March 31^st^, outstanding 162,571 146,986
Ending<br> balance-March 31^st^, exercisable 55,117 9,978
Weighted Averages:
Beginning<br> balance-January 1^st^, outstanding $ 24.00 $ 63.40
Granted 9.00 20.80
Forfeited (21.40 —
Ending<br> balance-March 31^st^, outstanding $ 20.00 $ 27.40
Ending<br> balance-March 31^st^, exercisable $ 40.00 $ 144.00

All values are in US Dollars.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

RestrictedStock Units (continued)

Restrictedstock awards — performance-based:

The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to performance vesting conditions and continued employment:

SCHEDULE

OF STOCK OPTION PLANS FOR VESTED OPTION

Grant Units<br> Vesting Schedule
Recipient Date Units Exercise<br> Price Tranche<br> 1 Tranche<br> 2 Tranche<br> 3
Carleton<br> M. Miller — CEO 3/3/21 44,833 $ 72.00 14,945 14,944 14,944
Michael<br> Bond — CFO 12/31/20 18,436 $ 26.40 6,146 6,145 6,145

Note: The above performance-based restricted stock units met all three revenue thresholds in the last quarter of 2021, and the Company recognized stock-based compensation expense accordingly for the year ending December 31, 2021.

The Company granted the following awards under the amended Plan for restricted stock units (“RSUs”) subject to performance vesting conditions and continued employment:

Grant Units<br> Vesting Schedule
Recipient Date Units Exercise<br> Price Tranche<br> 1 Tranche<br> 2 Tranche<br> 3
Carleton<br> M. Miller — CEO 2/16/22 51,654 $ 21.00 *17,218 **17,218 ***17,218
Michael<br> Bond — CFO 2/16/22 19,649 $ 21.00 *6,550 **6,550 ***6,549
* RSUs<br> will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over<br> four consecutive fiscal quarters.
--- ---
** RSUs<br> will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over<br> four consecutive fiscal quarters.
*** RSUs<br> will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over<br> four consecutive fiscal quarters.

Note: no performance-based restricted stock awards were granted during the three months ended March 31, 2023. Effective March 31, 2023, the Company entered a separation agreement with Michael Bond, resulting in the forfeiture of units held under his employment agreement.

The following table illustrates various plan data under performance-based restricted stock awards:

SCHEDULE

OF STOCK OPTION PLANS

Three<br> months ended
March<br> 31,
2023 2022
Stock-based<br> compensation expense $ — $ —
Remaining<br> expense of stock-based compensation $ 1,085,000 $ 1,498,000
Remaining<br> amortization period 2.8<br> years 1.9<br> years
Weighted<br> average remaining contractual life – options outstanding 2.8<br> years 3.6<br> years
Weighted<br> average remaining contractual life – options exercisable 0.0<br> years 3.8<br> years
Intrinsic<br> value per share $ — $ —
Range<br> of exercise prices $ 21.00 $21.00<br> to $72.00 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE8 — STOCK-BASED COMPENSATION (continued)

RestrictedStock Units (continued)

Restrictedstock awards — performance-based (continued):

The following table illustrates various plan data under performance-based restricted stock awards (continued):

Three<br> months ended
March<br> 31,
2023 2022
Quantity:
Beginning<br> balance-January 1^st^, outstanding 71,303 63,369
Granted — 71,303
Forfeited (19,649 ) —
Ending<br> balance-March 31^st^, outstanding 51,654 134,672
Ending<br> balance-March 31^st^, exercisable — 63,369
Weighted Averages:
Beginning<br> balance-January 1^st^, outstanding $ 58.00 $ 58.80
Granted — 21.00
Forfeited (21.00 ) —
Ending<br> balance-March 31^st^, outstanding $ 22.00 $ 38.80
Ending<br> balance-March 31^st^, exercisable $ — $ 82.40

Note: the determination of revenue for any fiscal period shall be made based on the Company’s revenues on a consolidated basis for each such fiscal period if the employee remains in continuous employment with the Company through the date the Compensation Committee certifies the revenue for such fiscal period and authorizes the issuance of the underlying shares of common stock to the employee according to his award agreement. Except as provided in each employment agreement, if an individual ceases to be an employee of the Company before any vesting date, the remaining portion of the total number of shares unvested is forfeited. The probability of achieving any required metrics for vesting is inconclusive, and no awards are exercisable as of March 31, 2023. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any unrecognized costs over the remaining requisite service period of the awards.

NOTE

9 — COMMITMENTS AND CONTINGENCIES

Pension:

The Company may make a matching contribution to its employees’ 401(k) plan. Vislink also has a Group Personal Plan in our U.K. Subsidiary, investing funds with Royal London. U.K. employees are entitled to join the Plan to which the Company contributes varying amounts subject to status. Additionally, the Company operates a stakeholder pension scheme in the U.K.

The table below represents the Company’s matching contributions as follows:

SCHEDULE

OF MATCHING CONTRIBUTIONS

Three<br> Months Ended
March<br> 31,
2022 2022
Company<br> matching contributions - Group Personal Pension Plan, U.K. $ 33,000 $ 49,000 
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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE9 — COMMITMENTS AND CONTINGENCIES (continued)

NasdaqCompliance:

On

May 20, 2022, we received notice from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of its noncompliance with Bid Price Rule by failing to maintain a minimum bid price for its common Stock on the Nasdaq Capital Market of at least $1.00 per share for 30 consecutive business days. The Company received a grace period of 180 days, or until November 16, 2022, to regain compliance with the minimum bid price requirement.

On November 10, 2022, the Company submitted a request to Nasdaq for an additional 180-day grace period to regain compliance with the minimum bid price requirement. On November 17, 2022, the Company received a letter from Nasdaq advising that the Company had been granted an additional 180-day grace period extension until May 15, 2023, to regain compliance with the minimum bid price requirement and all other applicable requirements for initial listing on the Nasdaq Capital Market except for the minimum bid price requirement.

On January 11, 2023, the Company held a special meeting of stockholders (the “Special Meeting”) whereby stockholders approved a proposal to authorize the Board of Directors of the Company (the “Board”), in its discretion but before the one-year anniversary of the date of the Special Meeting, to implement an amendment to the Company’s certificate of incorporation to effect a reverse stock split (the “Reverse Stock Split”) of all of the outstanding shares of Common Stock, of the Company, at a ratio in the range of 1-for-2 to 1-for-50.

On May 1, 2023, the Company effected a 1-for-20 reverse stock split. Upon effectiveness of the reverse stock split, every twenty shares of an outstanding common stock decreased to one share of common stock. We have retroactively applied the reverse split throughout this quarterly report to all periods presented.

NOTE

10 — CONCENTRATIONS

Customerconcentration risk

During

the three months ending March 31, 2023, approximately 10% of the Company’s revenue came from a single customer exceeding 10% of the Company’s total consolidated sales for approximately $733,000. During the three months ending March 31, 2022, approximately 21% of the Company’s revenue came from a single customer, exceeding 10% of the Company’s total consolidated sales for approximately $1,515,000.

On

March 31, 2023, approximately 18% of the Company’s consolidated net accounts receivable was due from one customer for approximately $1,164,000. On March 31, 2022, approximately 45% of the Company’s consolidated net accounts receivable was due from one customer for approximately $4,204,000.

Vendorconcentration risk

During the three months ending March 31, 2023, no vendor met the criteria in excess of 10% of the Company’s consolidated inventory purchases. During the three months ending March 31, 2022, no vendor met the criteria in excess of 10% of the Company’s consolidated purchases.

On

March 31, 2023, two vendors represented approximately $368,000 (14%) and $346,000 (13%) of the Company’s consolidated accounts payable. On March 31, 2022, approximately 15% of the Company’s consolidated accounts payable was due from one customer for approximately $438,000.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE

11 – REVENUE

The Company has one operating segment, and the decision-making group is the senior executive management team. The Company disaggregated revenue by primary geographical markets and revenue sources in the following tables:

SCHEDULE

OF DISAGGREGATION OF REVENUE

Three<br> Months Ended
March<br> 31,
2023 2022
Primary<br> geographical markets:
North<br> America $ 3,167,000 $ 2,428,000
South<br> America 189,000 50,000
Europe 1,843,000 2,189,000
Asia 719,000 542,000
Rest<br> of World 1,270,000 1,651,000
$ 7,188,000 $ 6,860,000
Primary<br> revenue source:
Equipment<br> sales $ 6,394,000 $ 6,278,000
Installation,<br> integration, and repairs 486,000 243,000
Warranties 308,000 339,000
$ 7,188,000 $ 6,860,000
Long-Lived<br> Assets:
United<br> States $ 2,075,000 $ 2,382,000
Netherlands 26,000 —
United<br> Kingdom 4,624,000 5,780,000
$ 6,725,000 $ 8,162,000

NOTE

12 – OTHER INCOME (REBATES)

The

Company included approximately $324,000 and $294,000 for the three months ending March 31, 2023, and 2022, respectively, in other income from tax rebates due to the Company’s filing appropriate governmental forms related to the research costs incurred by our U.K. subsidiary in prior fiscal years. The Company expects to continue filing applicable rebate forms for the 2023 fiscal year but cannot guarantee that such rebates will be available in future financial periods at similar levels or at all.

NOTE

13 — RECLASSIFICATION OF PRIOR YEAR PRESENTATION

Specific prior year amounts have been reclassified for consistency with the current year’s presentation. An adjustment has been made to the Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022. We separated tax rebates related to research costs incurred by our U.K. subsidiary to other income from revenue. The reclassification did not affect the reported results of operations.

NOTE

14 — SUBSEQUENT EVENTS

On March 31, 2023, the Company entered into an agreed separation with Michael Bond, the former Chief Financial Officer. Effective April 1, 2023, Paul Norridge became the Company’s new Chief Financial Officer.

ReverseStock Split

Effective May 1, 2023, the Company effected a one-for-20 reverse stock split of the common stock. All per-share numbers reflect the one-for-20 reverse stock split. We have retroactively applied the reverse split throughout this quarterly report to all periods presented.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, the audited consolidated financial statements and the notes thereto, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on March 31, 2023.

CautionaryNote About Forward-Looking Statements

Thisreport includes forward-looking statements that, although based on assumptions that we consider reasonable, are subject to risks anduncertainties, which could cause actual events or conditions to differ materially from those currently anticipated and expressed or impliedby such forward-looking statements. You should read this report and the documents we reference in this report and have filed as exhibitsto this report entirely and understand that our actual future results may materially differ from what we expect. You should also reviewthe factors and risks we describe in reports we will file or submit from time to time with the SEC after this report’s date. Wequalify all of our forward-looking statements by these cautionary statements.

Overviewof COVID-19 Effects

The COVID-19 pandemic has caused and may continue to cause us to modify our business practices (including employee travel and employee work locations), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

The COVID-19 pandemic and mitigation measures have caused and may continue to drive adverse impacts on global supply chains and economic conditions. These impacts could affect the development, deployment, maintenance, and demand for our products and services.

The extent to which the COVID-19 pandemic impacts our business, results of operations, cash flows, and financial condition will depend on future highly uncertain developments that cannot be predicted, including new information that may emerge concerning other strains of the virus and the actions to contain its impact. The Company will continue to closely monitor the effect of COVID-19 on all aspects of our business and geographies.

Ukraine/RussianConflict

The war increasingly affects economic and global financial markets and exacerbates ongoing economic challenges, including rising inflation and global supply-chain disruption. The degree to which entities are or will be mainly affected depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets. Because of its broader impact on these macroeconomic conditions, many companies globally may need to consider the war’s effect on specific accounting and financial reporting matters.

The Company does not generate revenue from Russia, the Russian-controlled territories, or Ukraine, nor do we have a physical presence, employees, or contractors in these areas. The Russian government’s invasion of Ukraine and the resultant sanctions imposed by the U.S. and other governments—designed to inflict severe consequences on the Russian economy—are impacting business continuity, liquidity, and asset values in Ukraine and Russia, agitating markets worldwide. It is difficult to estimate the impact of the ongoing invasion on the global economy, including increased inflation and higher energy and transportation costs; the invasion of Ukraine could adversely impact our financial results. Although we do not presently foresee risks that may affect our Company’s liquidity, operating results, and financial reporting, we monitor developments in Ukraine to assess direct material adverse effects on our business, financial condition, or results of operations.

ClimateChange-Related Effects

Climate change is an important global issue that presents opportunities and challenges for our Company, partners, and communities. Climate change matters for our Company are likely to be driven by changes in physical climate parameters, regulations and/or public policy, and changes in technology and product demand.

While we seek to mitigate the risks associated with climate change, we recognize inherent climate-related risks regardless of where we conduct our businesses. Any of our locations may be vulnerable to the adverse effects of climate change. Climate-related events can disrupt our business, including our customers, and cause us to experience higher attrition, losses, and additional costs to resume operations. Access to clean water and reliable energy in the communities where we operate our Company is a priority.

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Overview

Vislink, incorporated in Delaware in 2006, is a global technology business specializing in collecting, delivering, and managing high-quality, live video and associated data from the action scene to the viewing screen. Vislink provides solutions for collecting live news, sports, entertainment, and news events for the broadcast markets. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in the terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems delivering a broad spectrum of customer solutions.

LiveBroadcast:

Vislink delivers an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, satellite, cellular, I.P. (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing A.I. (Artificial Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, Vislink has the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions.

Industry-wide contributors acknowledge Vislink’s live broadcast solutions. The transmission of most of all outside wireless broadcast video content uses our equipment, with over 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Vislink wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

MilitaryAnd Government:

Vislink has developed high-quality solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Vislink solutions are specifically designed with interagency cooperation, utilizing the internationally-recognized I.P. platform and a web interface for video delivery. Vislink provides comprehensive video, audio, and data communications solutions to law enforcement and the public safety community, including Airborne, Unmanned Systems, Maritime, and Tactical Mobile Command Posts. These solutions may include:

● integrated<br> suites of airborne downlink transmitters, receivers, and antenna systems
● data<br> and video connectivity for airborne, marine, and ground assets
● UAV<br> video distribution
● flexible<br> support for COFDM and bonded cellular/5G Networks
● terrestrial<br> point-to-point
● tactical<br> mobile command
● IP-based,<br> high-end encryption, full-duplex, real-time connectivity at extended operating ranges
● high-throughput<br> air/marine/ground-to-anywhere uplink and downlink systems
● secure<br> live streaming platforms for use in mobile and fixed assets
● personal<br> portable products

Vislink public safety and surveillance solutions are deployed worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation, criminal investigation, crisis management, mobile command posts, and field operations. These solutions are designed to meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas including established infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location.

SatelliteCommunications:

Over 30 years of technical expertise support Vislink’s satellite solutions. These solutions ensure robust, secure communications while delivering low transmission costs for any organization that needs high-quality, reliable satellite transmission. We offer turnkey solutions that begin with state-of-the-art coding, compression, and engine modulation and end with our robust, lightweight antenna systems. Vislink Satellite solutions focus heavily on being the smallest, lightest, and most efficient in their categories, making transportation and ease of use a key driver in the customer experience. Vislink offers an extensive range of satellite designs that allow customers to optimize bit rate, size, weight, and total cost. Our satellite systems are used extensively globally, with over 2,000 systems deployed by governments, militaries, and broadcasters. While we continue offering satellite solutions, we no longer invest in the engineering and product development necessary to stay relevant in the sector. We will continue to market and sell our current solutions but do not anticipate introducing further upgrades or features to our satellite product line.

ConnectedEdge Solutions:

Vislink offers the hardware and software solutions needed to acquire, produce, contribute, and deliver video over all private and public networks with the Mobile Viewpoint acquisition. Connected edge solutions aid the video transport concept of ubiquitous IP networks and cloud-scale computing across 5G, WiFi6, Mesh, and COFDM-enabled networks. These solutions include:

● Live<br> video encoding, stream adaptation, decoding, and production solutions
● Remote<br> production workflows
● Wireless<br> cameras
● AI-driven<br> automated production
● Ability<br> to contribute video over:
○ Bonded cellular (3G<br> and 4G)
○ Satellite
○ Fiber
○ Emerging<br> networks, including 5G and Starlink 
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Resultsof Operations

Comparisonfor the three months ended March 31, 2023, and 2022

Revenues

Revenues for the three months ending March 31, 2023, was $7.2 million compared to $6.9 million for the three months ending March 31, 2022, representing an increase of $0.3 million or 4%. During the third and fourth quarters of 2022, the Company discontinued several product lines due to their lack of performance expectations and appeal to our customer base. The Company altered its product marketing for its customer base in the last quarter of 2022 by providing a simplified approach to accessing products and solutions. The Company contends we are on track to meet our long-term revenue growth goals.

Costof Revenue and Operating Expenses

Cost of Components and Personnel

The cost of components and personnel for the three months ended March 31, 2023, was $3.3 million compared to $3.4 million for the three months ended March 31, 2022, representing a decrease of $0.1 million or 3%. The reduction is indicative of management’s decision to discontinue several product lines in the third and fourth quarters of 2022.

General and Administrative Expenses

General and administrative expenses are the expenses of operating the business daily and include salary and benefit expenses, including stock-based compensation and payroll taxes, as well as the costs of trade shows, marketing programs, promotional materials, professional services, facilities, general liability insurance, travel and other operating expenses associated with being a public company.

General and administrative expenses for the three months ended March 31, 2023, were $5.0 million compared to $4.9 million for the three months ended March 31, 2022, representing an increase of $0.1 million or 2%. The increase is mainly attributable to an increase of $0.2 million each in stock-based compensation, rent and utilities, offset by a decrease of $0.2 million each in salaries and benefits, freight and postage. Other changes in the administration of a public company are de minimis.

Research and Development Expenses

Research and development expenses consist primarily of salary and benefit expenses, including payroll taxes, prototypes, facilities, and travel costs.

Research and development expenses for the three months ended March 31, 2023, were $0.8 million compared to $1.1 million for the three months ended March 31, 2022, representing a decrease of $0.3 million or 27%. The decline is mainly attributable to a reduction of $0.3 million in miscellaneous research costs.

Amortization and Depreciation

Amortization and depreciation expenses for the three months ended March 31, 2023, were $0.3 million compared to $0.5 million for the three months ended March 31, 2022, representing a decrease of $0.2 million or 40%. The decline is attributable to a lower net book value of intangible assets costs subject to amortization.

Other

Dividend and Interest Income

Dividend and interest income increased by approximately $0.2 million for the three months ended March 31, 2023, compared to $0.0 million for the three months ended March 31, 2022, representing an increase of $0.2 million or 100%. The increase is due to the Company’s investment in government-backed bonds held to maturity and money market funds.

NetLoss

For the three months ended March 31, 2023, the Company had a net loss of $1.8 million, compared to a net loss of $2.8 million for the three months ended March 31, 2022, or a decrease of $1.0 million or 36%. The reduction in net loss is primarily attributable to recognizing additional stock-based compensation, salaries and benefits, offset by a decrease in miscellaneous research costs and amortization and depreciation. Additionally, the Company invested available funds in securities, increasing investment income.

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Liquidityand Capital Resources

The Company incurred an approximate $2.3 million loss from operations and $0.6 million of cash used in operating activities for the three months ended March 31, 2023. The Company had $38.2 million in working capital, $301.9 million in accumulated deficits, and $14.0 million of cash and cash equivalents as of March 31, 2023.

During the first quarter of 2023, the Company invested a portion of its cash reserves of approximately $10.8 million in Federal bonds intended to be held to maturity, and $11.3 million in Federally backed money market mutual funds, with the primary purpose of seeking to increase investment income.

Many factors may impact the Company’s liquidity requirements. These may include but are not limited to economic conditions, including inflation, foreign exchange, fluctuations, and the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least twelve months from the filing date of these financial statements.

CriticalAccounting Policies

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies during the three months ended March 31, 2023, compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. The location of additional information about these critical accounting policies is in the “Management’s Discussion & Analysis of Financial Condition and Results of Operations” section included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2022.

CashFlows

The following table sets forth the significant components of our cash flows data statements for the periods presented.

For

the three months ended

(InThousands)

March<br> 31, 2023 March<br> 31, 2022
Net<br> cash used in operating activities $ (602 ) $ (4,879 )
Net<br> cash used in investing activities (10,940 ) (209 )
Net<br> cash used in financing activities (84 ) (99 )
Effect<br> of exchange rate changes on cash 42 (21 )
Net<br> decrease in cash and cash equivalents $ (11,584 ) $ (5,208 )

OperatingActivities

Net cash used in operating activities of approximately $1.0 million during the three months ended March 31, 2023, was principally attributable to a net loss of $1.8 million and $0.9 million in stock-based compensation. Other changes in the net cash used in public company administration are de minimis. Net cash used in operating activities of approximately $4.9 million during the three months ended March 31, 2022, was principally attributable to an increase in — a net loss of $2.8 million, $2.2 million in inventory, $0.7 million in stock-based compensation, a decrease in — $0.5 million in deferred revenue and customer deposits, $0.4 million in prepaid expenses and other current assets, and $0.3 million of accrued expenses and interest expense.

InvestingActivities

Net cash used by investing activities for the three months ended March 31, 2023, and 2022 were $10.9 million and $0.2 million, respectively, and principally related to the Company’s investment in government-backed securities and money market funds and capital expenditures for furniture and computer equipment.

FinancingActivities

Net cash used in financing activities of approximately $0.1 million during the three months ended March 31, 2023 and 2022, was principally attributable to principal payments made towards D & O policy premiums.

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Item3. Quantitative and Qualitative Disclosures About Market Risk.

As of March 31, 2023, there have been no material changes to the information related to quantitative and qualitative disclosures about the market risk provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer), we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In their assessment of the effectiveness of internal control over financial reporting as of March 31, 2023, management concluded that such control was ineffective and that there were control deficiencies that constituted material weaknesses because (i) we currently do not employ the appropriate number of accounting personnel to ensure (a) we maintain proper segregation of duties, (b) conduct a tolerable risk assessment, and (ii) we have not adequately documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. Considering these material weaknesses, we performed additional procedures and analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Management has engaged a third-party consultant to identify and document our internal control deficiencies and assess current controls and recommendations regarding remediation efforts to eliminate or mitigate the control deficiencies.

Notwithstanding the material weakness as of March 31, 2023, management, including the Certifying Officers, believe that the condensed consolidated financial statements contained in this Annual Report filing fairly present, in all material respect, our financial condition, results of operations, and cash flows for the fiscal period presented in conformity with GAAP.

Changesto Internal Control Over Financial Reporting

Although we have continued our remediation efforts in connection with identified material weaknesses, the material weakness, as discussed in our Annual Report on Form 10-K for the period ended December 31, 2022, has not been fully remediated. As we continue to remediate the material weakness in our internal controls, we have made changes during our most recently completed fiscal quarter to our internal controls, including changes to enhance the supervisory review of our accounting procedures. Notwithstanding the continuing and un-remediated material weakness, management, including the Certifying Officers, believes that the condensed consolidated financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the fiscal periods presented in this Quarterly Report in conformity with GAAP.

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PART

II: OTHER INFORMATION

Item1. Legal Proceedings.

None

Item1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None

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Item6. Exhibits.

Exhibit<br><br> <br>Number Description of Exhibit
3.1(i)(a) Certificate<br> of Elimination for Series A Preferred Stock of the Company, dated March 24, 2023^(12)^
3.1(i)(b) Certificate<br> of Amendment to the Certificate of Incorporation, dated April 27, 2023^(1)^
3.1(ii) Third<br> Amended & Restated Bylaws ^(2)^
4.1 Form<br> of Common Stock Certificate of the Registrant ^(3)^
4.2 Form<br> of Warrant Agreement by and between the Registrant and Continental Stock Transfer & Trust Company and Form of Warrant Certificate<br> for the offering closed July 24, 2013 and August 19, 2013 ^(4)^
4.3 Form<br> of Warrant ^(5)^
4.4 Form<br> of Vislink Promissory Note ^(6)^
4.5 Form<br> of Underwriters’ Warrant for February 2017 Offering ^(7)^
4.6 Form<br> of Warrant for August 2017 Offering ^(8)^
4.7 Form<br> of 6% Senior Secured Convertible Debenture^(9)^
4.8 Form<br> of Common Stock Purchase Warrant^(9)^
4.9 Form<br> of Amended and Restated 6% Senior Secured Debenture^(10)^
4.10 Warrant<br> Agreement, including Form of Common Warrant and Form of Pre-Funded Warrant from July 2019 Offering^(11)^
10.1 Separation<br> Agreement by and between the Company and Michael Bond, dated as of March 31, 2023^(13)^
31.1* Certification<br> of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of<br> 2002
31.2* Certification<br> of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of<br> 2002
32.1* Certification<br> of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of<br> 2002
32.2* Certification<br> of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of<br> 2002
101.INS Inline<br> XBRL Instance Document
101.SCH Inline<br> XBRL Taxonomy Schema
101.CAL Inline<br> XBRL Taxonomy Calculation Linkbase
101.DEF Inline<br> XBRL Taxonomy Definition Linkbase
101.LAB Inline<br> XBRL Taxonomy Label Linkbase
101.PRE Inline<br> XBRL Taxonomy Presentation Linkbase
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

In accordance with SEC Release 33-8238, Exhibits 31.1, 31.2, 32.1 and 32.2 are being furnished and not filed.

* Filed<br> herewith
(1) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on April 28, 2023.
(2) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on August 20, 2021.
(3)) Filed<br> as an Exhibit on Form S-1/A with the SEC on May 21, 2013.
(4) Filed<br> as an Exhibit on Current Report to Form 8-K with the SEC on August 19, 2013.
(5) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on May 13, 2016.
(6) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on February 6, 2017.
(7) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on February 10, 2017.
(8) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on August 16, 2017.
(9) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on May 29, 2018.
(10) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on October 11, 2018.
(11) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on July 16, 2019.
(12) Filed<br> as an Exhibit on Current Report on Form 8-K with the SEC on March 27, 2023.
(13) Filed<br> as an Exhibit on Current Report on Form 10-K/A with the SEC on May 1, 2023. 
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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 thereunto duly authorized.

VISLINK TECHNOLOGIES, INC.
Date:<br> May 15, 2023 By: /s/ Carleton Miller
Carleton<br> Miller
Chief<br> Executive Officer
(Duly<br> Authorized Officer and Principal Executive Officer)
Date:<br> May 15, 2023 By: /s/ Paul Norridge
Paul<br> Norridge
Chief<br> Financial Officer
(Duly<br> Authorized Officer and Principal Financial Officer) 
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| --- |

Exhibit31.1

CERTIFICATIONPURSUANT TO 18 USC. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Carleton M. Miller, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vislink Technologies, Inc. (the “registrant”):

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> May 15, 2023 /s/ Carleton M. Miller
Carleton<br> M. Miller
Chief<br> Executive Officer

Exhibit31.2

CERTIFICATION

OFPRINCIPAL FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF

THESARBANES-OXLEY ACT OF 2002

I, Paul Norridge, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Vislink Technologies, Inc. (the “registrant”):

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules

13-a13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report is any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> May 15, 2023 /s/ Paul Norridge
Paul<br> Norridge
Chief<br> Financial Officer

Exhibit32.1

CERTIFICATION

OFPRINCIPAL EXECUTIVE OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vislink Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023 (the “Report”), I, Carleton M. Miller, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> May 15, 2023 /s/ Carleton M. Miller
Carleton<br> M. Miller
Chief<br> Executive Officer

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit32.2

CERTIFICATION

OFPRINCIPAL FINANCIAL OFFICER

PURSUANTTO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vislink Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023 (the “Report”), I, Paul Norridge, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:<br> May 15, 2023 /s/ Paul Norridge
Paul<br> Norridge
Chief<br> Financial Officer

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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