8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d)

ofthe Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 31, 2020

VislinkTechnologies, Inc.

(Exactname of registrant as specified in its charter)

101Bilby Road, Suite 15, Building 2

Hackettstown,NJ 07840

(Addressof principal executive offices)

Registrant’stelephone number, including area code: (941) 953-9035

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

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

On December 31, 2020, the board of directors of Vislink Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2013 Long-Term Stock Incentive Plan (the “Plan”), effective January 1, 2021. The Amendment removed a provision that no single participant may receive more than 25% of the total shares awarded in any single year under the Plan, and also incorporates certain immaterial clarifying changes. The foregoing is a summary description of the Amendment and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On December 31, 2020, Michael Bond, the Company’s Chief Financial Officer, received an award pursuant to the amended Plan of 368,715 restricted stock units (“RSUs”). The RSUs vest in three equal tranches on or prior to the fifth anniversary of the grant date, subject to the Company achieving certain revenue levels in any trailing four-quarter fiscal period. The RSUs will become fully vested if, during the 13 month period commencing on a change in control of the Company, the Company terminates Mr. Bond’s employment without Cause (as defined in Mr. Bond’s Employment Agreement) or he terminates his employment for Good Reason (as defined in Mr. Bond’s Employment Agreement).

Item9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

amendment No. 1 to the

Vislink Technologies, Inc.

2013 LONG-TERM STOCK INCENTIVE PLAN

The 2013 Long-Term Stock Incentive Plan (the “Plan”) is hereby amended as set forth below, effective January 1, 2020:

I.

Section 5 of the Plan is hereby amended to read as follows:

CommonStock Subject to Plan

A. Share Reserve and Limitations on Grants. Subject to reversion of shares pursuant to Section 5.B and any adjustment as provided in Section 9, the maximum aggregate number of shares of Common Stock that may be issued pursuant to the exercise, vesting or settlement of (i) Options, (ii) Stock Awards, (iii) Stock Appreciation Rights (determined without regard to whether payment on exercise of the Stock Appreciation Right is made in cash or shares of Common Stock), (iv) Deferred Shares and (v) Performance Shares awarded or granted under this Plan shall be limited to 15% of the number of shares of Common Stock outstanding as of the first trading day of a new fiscal year (the “Measurement Date”); provided that, in any fiscal year the maximum aggregate number of shares of Common Stock that may be subject to awards or grants made during such fiscal year pursuant to this Plan shall not exceed 8% of the number of shares of Common Stock of the Corporation outstanding as of the Measurement Date on a fully diluted basis taking into account outstanding derivative securities including options, warrants and stock exercisable for, or convertible into, Common Stock of the Corporation. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan.

B. Reversion of Shares. If an Option or Stock Appreciation Right is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock (or shares subject to an unexercised Stock Appreciation Right) which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.

II.

Except as set forth herein, the Plan shall remain in full force and effect.

As adopted by the Board of Directors of Vislink Technologies, Inc. on December 31, 2020.