10-Q - VISL - Equibles

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

June 30, 2024

☐

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.)

350 Clark 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 ☒

The

registrant had 2,463,458 shares of its common stock outstanding as of August 9, 2024.

VISLINK

TECHNOLOGIES, INC.

QUARTERLY

REPORT ON FORM 10-Q

For

the six months ended June 30, 2024

	Page <br><br> Number
PART I: FINANCIAL INFORMATION
Item<br> 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
SIGNATURES	27

PART

I: FINANCIAL INFORMATION

Item1. Financial Statements

Index

to Condensed Consolidated Financial Statements

Condensed<br> Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
Unaudited<br> Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three and six months ended June 30, 2024,<br> and 2023	4
Unaudited<br> Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024	5
Unaudited<br> Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023	6
Unaudited<br> Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024, and 2023	7
Notes<br> to Unaudited Condensed Consolidated Financial Statements	9

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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 report does not include an all-inclusive list of words or phrases identifying forward-looking statements. 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 the Company currently knows. 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.

The Company files reports with the Securities and Exchange Commission (“SEC”), and those reports are available free of charge on our website (www.vislink.com). 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 the Company electronically files such materials or furnishes them to the SEC. You can also read and copy any materials the Company files 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 who 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,” “the Corporation,” “we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)

			December<br> 31, 2023

ASSETS
Current<br> assets
Cash and cash equivalents	5,649		$	8,482
Accounts<br> receivable, net	9,517			8,680
Inventories,<br> net	14,883			14,029
Investments<br> held to maturity	5,886			5,731
Prepaid<br> expenses and other current assets	2,295			1,560
Total<br> current assets	38,230			38,482
Right<br> of use assets, operating leases	995			742
Property<br> and equipment, net	2,053			1,902
Intangible<br> assets, net	3,292			3,866
Total<br> assets	44,570		$	44,992
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities
Accounts<br> payable	4,172		$	3,183
Accrued<br> expenses	1,669			1,578
Notes<br> payable	398			—
Operating<br> lease obligations, current	744			463
Customer<br> deposits and deferred revenue	2,261			1,490
Total<br> current liabilities	9,244			6,714
Operating<br> lease obligations, net of current portion	655			755
Deferred<br> tax liabilities	436			546
Total<br> liabilities	10,335			8,015
Commitments<br> and contingencies (See Note 11)	-			-
Stockholders’<br> equity
Series<br> A Preferred stock, 0.00001 par value per share: -0- shares authorized on June 30, 2024, and December 31, 2023, respectively; -0-<br> shares issued and outstanding on June 30, 2024, and December 31, 2023, respectively.	—			—
Common<br> stock, 0.00001 par value per share, 100,000,000 shares authorized on June 30, 2024, and December 31, 2023, respectively: Common<br> stock, 2,452,482 and 2,439,923 were issued, and 2,452,349 and 2,439,790 were outstanding on June 30, 2024, and December 31, 2023,<br> respectively.	—			—
Additional<br> paid-in capital	348,349			347,507
Accumulated<br> other comprehensive loss	(1,393	)		(1,027	)
Treasury<br> stock, at cost – 133 shares as of June 30, 2024, and December 31, 2023, respectively	(277	)		(277	)
Accumulated<br> deficit	(312,444	)		(309,226	)
Total<br> stockholders’ equity	34,235			36,977
Total<br> liabilities and stockholders’ equity	44,570		$	44,992

All values are in US Dollars.

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)

	2024			2023			2024			2023
	For<br> the Three Months Ended						For<br> the Six Months Ended
	June<br> 30,						June<br> 30,
	2024			2023			2024			2023
Revenue,<br> net	$	8,702		$	5,043		$	17,300		$	12,231
Cost<br> of revenue and operating expenses
Cost<br> of components and personnel		3,806			2,361			7,361			5,675
Inventory<br> valuation adjustments		233			175			434			304
General<br> and administrative expenses		5,918			4,679			11,212			9,707
Research<br> and development expenses		966			908			1,765			1,675
Depreciation and amortization		343			304			690			602
Total<br> cost of revenue and operating expenses		11,266			8,427			21,462			17,963
Loss<br> from operations		(2,564	)		(3,384	)		(4,162	)		(5,732	)
Other<br> income (expense)
Unrealized<br> gain (loss) on investments held to maturity		82			(35	)		145			(63	)
Other<br> income (loss)		(1	)		(11	)		374			330
Dividend<br> income		72			128			138			219
Interest<br> income, net		87			220			178			353
Total<br> other income		240			302			835			839
Net<br> loss before income taxes		(2,324	)		(3,082	)		(3,327	)		(4,893	)
Income<br> taxes
Deferred<br> tax benefits		54			54			109			109
Net<br> loss	$	(2,270	)	$	(3,028	)	$	(3,218	)	$	(4,784	)
Basic<br> and diluted loss per share	$	(0.93	)	$	(1.27	)	$	(1.31	)	$	(2.02	)
Weighted<br> average number of shares outstanding:
Basic<br> and diluted		2,452			2,377			2,448			2,374
Comprehensive<br> loss:
Net<br> loss	$	(2,270	)	$	(3,028	)	$	(3,218	)	$	(4,784	)
Unrealized<br> gain (loss) on currency translation adjustment		(156	)		145			(366	)		300
Comprehensive<br> loss	$	(2,426	)	$	(2,883	)	$	(3,584	)	$	(4,484	)

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(INTHOUSANDS, EXCEPT SHARE DATA)

Threemonths ended June 30, 2024:

	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Stock			Deficit			Total
											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> March 31, 2024		—	$	—		2,452,482	$	—	$	348,131	$	(1,237	)	$	(277	)	$	(310,174	)	$	36,443
Balance		—	$	—		2,452,482	$	—	$	348,131	$	(1,237	)	$	(277	)	$	(310,174	)	$	36,443
Net<br> loss		—		—		—		—		—		—			—			(2,270	)		(2,270	)
Unrealized<br> loss on currency translation adjustment		—		—		—		—		—		(156	)		—			—			(156	)
Issuance<br> of common stock in connection with:
Compensation<br> awards for services previously accrued		—		—		—		—		—		—			—			—			—
Satisfaction<br> with the conversion of restricted stock unit awards		—		—		—		—		—		—			—			—			—
Stock-based<br> compensation		—		—		—		—		218		—			—			—			218
Balance,<br> June 30, 2024		—	$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235
Balance		—	$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235

Sixmonths ended June 30, 2024:

											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, 2024		—	$	—		2,439,923	$	—	$	347,507	$	(1,027	)	$	(277	)	$	(309,226	)	$	36,977
Net<br> loss		—		—		—		—		—		—			—			(3,218	)		(3,218	)
Unrealized<br> loss on currency translation adjustment		—		—		—		—		—		(366	)		—			—			(366	)
Issuance<br> of common stock in connection with:
Compensation<br> awards for services previously accrued		—		—		8,000		—		160		—			—			—			160
Satisfaction<br> with the conversion of restricted stock unit awards		—		—		4,559		—		—		—			—			—			—
Stock-based<br> compensation		—		—		—		—		682		—			—			—			682
Balance,<br> June 30, 2024		—	$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(INTHOUSANDS, EXCEPT SHARE DATA)

Threemonths ended June 30, 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> March 31, 2023*		—	$	—		2,377,362	$	—	$	346,486	$	(1,182	)	$	(277	)	$	(301,855	)	$	43,172
Net<br> loss		—		—		—		—		—		—			—			(3,028	)		(3,028	)
Unrealized<br> gain on currency translation adjustment		—		—		—		—		—		145			—			—			145
Stock-based<br> compensation		—		—		—		—		336		—			—			—			336
Balance,<br> June 30, 2023		—	$	—		2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625

Sixmonths ended June 30, 2023:

Balance,<br> January 1, 2023*	47,419		$	—	2,367,362	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Balance*	47,419		$	—	2,367,362	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Net<br> loss	—			—	—		—		—		—			—			(4,784	)		(4,784	)
Unrealized<br> gain on currency translation adjustment	—			—	—		—		—		300			—			—			300
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	—			—	—		—		1,257		—			—			—			1,257
Balance,<br> June 30, 2023	—		$	—	2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625
Balance	—		$	—	2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625
*	In<br> connection with the reverse stock split implemented by the Company on May 1, 2023, the Company’s stock transfer agent calculated<br> a de minimus adjustment to the opening quantity of shares issued.
---	---

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(INTHOUSANDS)

	2024			2023
	For the Six Months Ended<br> <br>June 30,
	2024			2023
Cash<br> flows used in operating activities
Net<br> loss	$	(3,218	)	$	(4,784	)
Adjustments<br> to reconcile net loss to net cash used in operating activities
Gain<br> on settlement of debt		—			—
Deferred<br> tax benefits		(109	)		(109	)
Unrealized<br> (gain) loss on the fair value of investments in bonds held to maturity		(145	)		63
Accretion<br> of bond discount		(10	)		(137	)
Stock-based<br> compensation		682			1,257
Stock<br> issuance commitments		—			—
Provision<br> for bad debt		104			38
Recovery<br> of bad debt		(68	)		(6	)
Inventory<br> valuation adjustments		434			304
Amortization<br> of right-of-use assets, operating assets		229			135
Depreciation<br> and amortization		690			602
Changes<br> in assets and liabilities
Accounts<br> receivable		(784	)		323
Inventories		(978	)		(1,196	)
Prepaid<br> expenses and other current assets		(229	)		(619	)
Accounts<br> payable		988			708
Accrued<br> expenses		92			68
Accrued<br> director’s compensation		160			—
Operating<br> lease obligations		(303	)		(222	)
Customer<br> deposits and deferred revenue		771			381
Net<br> cash used in operating activities		(1,694	)		(3,194	)
Cash<br> flows used in investing activities
Cash<br> used for investments held to maturity		(949	)		(10,763	)
Proceeds<br> from bond redemption		950			—
Cash<br> used for property and equipment		(342	)		(421	)
Net<br> cash used in investing activities		(341	)		(11,184	)
Cash<br> flows used in financing activities
Principal<br> payments made on notes payable		(114	)		(213	)
Net<br> cash used in financing activities		(114	)		(213	)
Effect<br> of exchange rate changes on cash		(684	)		(63	)
Net<br> decrease in cash and cash equivalents		(2,833	)		(14,654	)
Cash<br> and cash equivalents, beginning of the period		8,482			25,627
Cash<br> and cash equivalents, end of the period	$	5,649		$	10,973

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(INTHOUSANDS)

	2024			2023
	For the Six Months Ended<br> <br>June 30,
	2024			2023
Supplemental<br> disclosure of cash flow information:
Cash<br> paid during the period for interest	$	6		$	6
Supplemental<br> disclosure of non-cash information:
Notes<br> payable	$	510		$	523
Common<br> stock issued in connection with:
Compensation<br> awards previously accrued	$	160		$	200
ROU<br> assets and operating lease obligations recognized (Note 8):
Operating<br> lease assets recognized	$	484		$	—
Less:<br> non-cash changes to operating lease assets amortization		(229	)		(135	)
ROU<br> assets and operating lease obligations recognized	$	255		$	(135	)
Operating<br> lease liabilities recognized	$	484		$	—
Less:<br> non-cash changes to operating lease liabilities accretion		(303	)		(222	)
Operating<br> lease liabilities recognized	$	181		$	(222	)

The

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

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Natureof Operations

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

Basisof Presentation

The accompanying unaudited condensed consolidated interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial standing as of June 30, 2024, along with our results of operations for the three and six months ending on June 30 for both 2024 and 2023, and the cash flows for these periods. However, the results and position as of June 30, 2024, may not be indicative of our full-year 2024 financial condition and operating results.

Given the interim nature of this 10-Q report, the detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors are encouraged to refer to NOTE 3 **—**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements within the Annual Report on Form 10-K.

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 SEC. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.

SegmentReporting

In accordance with the Financial Accounting Standards Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments of public entities to enhance the transparency and utility of segment reporting.

Prior to this date, as disclosed in our Annual Report on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after December 15, 2023. We have concluded that we operate our company as a single reporting segment, and due to this structure, we believe we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly impacted our financial statements.

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VISLINK

TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Useof Estimates

Preparing the unaudited condensed 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 in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in the Company’s unaudited condensed 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. These estimates also affect the reported revenues and expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial statements.

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

For

the six months ended June 30, 2024, the Company incurred an approximate $4.2 million loss from operations and $1.7 million of cash used in operating activities. As of June 30, 2024, the Company had $29.0 million in working capital, $312.4 million in accumulated deficits, and $5.6 million in cash and cash equivalents.

During

the first quarter of 2024, the Company invested approximately $0.9

million of its cash reserves in federal bonds

intended to be held to maturity. No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.9

million, intended to be held to maturity, primarily seeking to generate 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, 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 12 months from the filing date of these financial statements.

NOTE

3 — LOSS PER SHARE

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

SCHEDULE

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

	2024		2023
	Six<br> Months Ended
	June<br> 30,
	2024		2023
Anti-dilutive<br> potential common stock equivalents excluded from the calculation of loss per share:
Stock<br> options		74		85
Warrants		455		456
Total		529		541

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

4 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES

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

	2024		2023			2024		2023
	Three<br> months ended					Six<br> months ended
	June<br> 30,					June<br> 30,
	2024		2023			2024		2023
Net<br> foreign exchange transactions:
(Gains)<br> Losses	$	16,000	$	41,000		$	30,000	$	(3,000	)
Accumulated<br> comprehensive income:
Unrealized<br> (gains) losses on currency translation adjustment	$	156,000	$	(145,000	)	$	366,000	$	(300,000	)

Amounts were converted from British Pounds to U.S. Dollars and Euros to British Pounds using the following exchange rates:

●	As<br> of June 30, 2024 – £1.263870 to $1.00; and €1.070310 to $1.00
●	The<br> average exchange rate for the six months ended June 30, 2024 – £1.264895 to $1.00; and €1.081211 to $1.00
●	As<br> of June 30, 2023 – £1.266150 to $1.00; and €1.088440 to $1.00
●	The<br> average exchange rate for the six months ended June 30, 2023 – £1.233240 to $1.00; and €1.080655 to $1.00

NOTE

5 — CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of six 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

	June<br> 30, 2024		December<br> 31, 2023
Cash<br> on hand	$	1,706,000	$	1,776,000
Federally<br> insured money market mutual funds		3,943,000		6,706,000
Total<br> cash and cash equivalents	$	5,649,000	$	8,482,000

NOTE

6 — INVESTMENTS

The Company identified the following active debt security investment transactions:

●	On<br> February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of<br> $950,000, which matured February 28, 2024, at an interest rate of 5.07%, totaling $950,000. The bond was redeemed at face value on<br> February 29, 2024.
●	On<br> October 11, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October<br> 11, 2024, at a 6.262291% interest rate, and a cash payment of approximately $4,711,000. The value on June 30, 2024, was $4,920,000.
●	On<br> February 27, 2024, the Company acquired the “HSBC USA INC CP” bond with a face value of $1,000,000 and a maturity date<br> of February 12, 2025, at an interest rate of 5.48% and a cash outlay of approximately $949,400. As of June 30, 2024, the fair value<br> of this bond was $966,000.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE6 — INVESTMENTS (continued)

The Company’s investments held to maturity are as follows as of June 30, 2024:

SCHEDULE

OF INVESTMENTS HELD TO MATURITY

	Amortized<br> <br>Cost		Unrealized<br> <br>Gains		Unrealized<br><br> <br>Losses		Fair<br> Value
Federal<br> Bonds	$	5,673,000	$	213,000	$	—	$	5,886,000

The Company has determined the fair value of its investments held to maturity based on Level 2 input as of June 30, 2024

SCHEDULE

OF FAIR VALUE OF ITS INVESTMENTS

	Quoted Prices in Active Markets of Identical Assets/Liabilities<br> <br>(Level 1)		Significant<br> Other Observable Inputs (Level 2)		Significant Unobservable Inputs<br> <br>(Level 3)		Total
Federal<br> Bonds	$	—	$	5,886,000	$	—	$	5,886,000

NOTE

7 — 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 six months ending on June 30, 2024.

The following table illustrates finite intangible assets as of June 30, 2024:

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> January 1, 2024	$	2,132,000	$	(1,408,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,327,000	)	$	5,591,000	$	(3,373,000	)	$	3,866,000
Amortization		—		(295,000	)		—		—			—		(69,000	)		—		(210,000	)		(574,000	)
Balance,<br> June 30, 2024	$	2,132,000	$	(1,703,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,396,000	)	$	5,591,000	$	(3,583,000	)	$	3,292,000

The Company’s groups of intangible assets consist primarily of:

ProprietaryTechnology:

Generally, the Company amortizes proprietary technology over 3 to 5 years. Mobile Viewpoint (“MVP”) uses wireless multiplex transmitters and artificial intelligence internally to produce and sell products and services to customers.

Patentsand Licenses:

Patents

and licenses filed by the Company are amortized for 18.5 to 20 years. The amortization of the costs associated with provisional patents and pending applications begins after successful review and filing.

TradeName, Technology, and Customer Relationships:

Other intangible assets are amortized for 3 to 15 years. Integrated Microwave Technology (“IMT”), Vislink, MVP, and BMS assets acquisitions contributed to developing these intangible assets, including trade names, technology, and customer lists.

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NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE7 — INTANGIBLE ASSETS (continued)

The Company has recognized net capitalized intangible costs as follows:

SCHEDULE

OF CAPITALIZED INTANGIBLE COSTS

	June<br> 30,		December<br> 31,
	2024		2023
Proprietary<br> Technology	$	431,000	$	726,000
Trade<br> Names and Technology		854,000		922,000
Customer<br> Relationships		2,007,000		2,218,000
Net<br> capitalized intangible costs	$	3,292,000	$	3,866,000

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

SCHEDULE

OF AMORTIZATION OF INTANGIBLE ASSETS

	2024		2023		2024		2023
	Three<br> Months Ended				Six<br> Months Ended
	June<br> 30,				June<br> 30,
	2024		2023		2024		2023
Proprietary<br> Technology	$	147,000	$	148,000	$	295,000	$	294,000
Trade<br> Names and Technology		35,000		34,000		69,000		69,000
Customer<br> Relationships		105,000		64,000		210,000		127,000
Amortization<br> of intangible assets	$	287,000	$	246,000	$	574,000	$	490,000

The

weighted average remaining life of the amortization of the Company’s intangible assets is approximately 4.9 years as of June 30, 2024. 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<br> ending June 30,
2025	$	749,000
2026		710,000
2027		384,000
2028		288,000
2029		288,000
Thereafter		873,000
Intangible assets, estimated amortization expense	$	3,292,000

The Company continuously monitors intangible assets for potential impairments based on operating results, events, and circumstances. As of June 30, 2024, management identified no triggering events.

NOTE

8 — LEASES

In addition to leasing office spaces, operational sites, and storage facilities, the Company also rents warehouse facilities internationally and within the country. As of June 30, 2024, these operating leases feature a variety of terms and conditions, with lease lengths ranging from one to four years. Certain leases contain clauses for rent increases and concessions, which result in higher rental payments during the final years of the lease term. These agreements are recognized using the straight-line method over the lease’s minimum duration.

During those periods, there were no significant adjustments to the straight-line rental expenses. Most costs accounted for in each period were reflected in the cash spent on operating activities, mainly covering payments for the basic rent of offices and warehouses. Additionally, we can renew certain leases at various intervals, though we are not obligated to do so. Expenses associated with short-term leases, taxes, and variable service fees were minimal.

As of June 30, 2024, the Company reported Right-of-Use (ROU) assets totaling approximately $1.0 million on the balance sheet net of $1.7 million in accumulated amortization. In addition, the Company recognized operating lease liabilities of approximately $1.4 million, allocating $0.7 million as current and $0.7 million as non-current, as noted on the balance sheet. The weighted average lease term remaining as of June 30, 2024, was 2.0 years, with leases expiring between January 2025 and May 2027, and the weighted average discount rate was 8.9% as of June 30, 2024.

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE8 — LEASES (continued)

Poway, CA Lease Renewal

On

February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and one-half months, commencing on March 14, 2024, and ending on January 31, 2026. The base rent for the renewal period was established at $22,926 per month. The lease renewal recognized a liability and corresponding ROU assets of approximately $484,000 in Vislink’s financial statements for the quarter ending June 30, 2024, under ASC 842-20-25-1.

The following table illustrates operating lease data for the three and six months ending June 30, 2024, and 2023:

SCHEDULE OF OPERATING LEASE DATA

	2024		2023		2024			2023
	Three<br> Months Ended				Six<br> Months Ended
	June<br> 30,				June<br> 30,
	2024		2023		2024			2023
Lease<br> cost:
Operating<br> lease cost	$	173,000	$	103,000	$	292,000		$	206,000
Short-term<br> lease cost		9,000		10,000		83,000			20,000
Total<br> lease cost	$	182,000	$	113,000	$	375,000		$	226,000
Cash<br> paid for lease liabilities:
Cash<br> flows from operating leases					$	358,000		$	325,000
Right<br> of use assets obtained in exchange for new operating lease liabilities					$	484,000		$	—
Weighted-average<br> remaining lease term—operating leases						2.0<br> years			3.1<br> years
Weighted-average<br> discount rate—operating leases						8.9	%		9.5	%

The following table illustrates the maturities of our operating lease liabilities as of June 30, 2024:

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

	Amount
2025	$	837,000
2026		512,000
2027		185,000
2028		—
2029		—
Thereafter		—
Total<br> lease payments		1,534,000
Less:<br> imputed interest		135,000
Present<br> value of lease liabilities		1,399,000
Less:<br> Current lease liabilities		744,000
Non-current<br> lease liabilities	$	655,000

The following table outlines the locations and lease termination dates for the Company’s ROU assets under operating leases for the years 2025 to 2027:

SCHEDULE OF LEASE OBLIGATIONS ASSUMED

Location		Lease-End<br> Date		Approximate<br> Future Payments
Colchester,<br> U.K. – Waterside House	13,223	Dec	2025	$	372,000
Lutton,<br> U.K.	600	Jan	2025		17,000
Billerica,<br> MA	2,000	Dec	2026		266,000
Mount<br> Olive, NJ	7,979	May	2027		404,000
Trivex,<br> Singapore	950	Aug	2025		41,000
Poway,<br> CA	11,715	Jan	2026		434,000

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

9— STOCKHOLDERS’ EQUITY

Preferredstock

On

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

Upon the effective filing of the 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 the Company’s preferred stock. As of June 30, 2024, -0- shares are authorized, and no Series A Preferred Stock was issued or outstanding.

Commonstock

Other common stock activity

During the six months that ended June 30, 2024, the Company has:

●	Issued<br> 8,000 shares of common stock to specific board members as part of a commitment agreement valued at $160,000 (the common stock’s<br> value was determined on the agreement’s original date);
●	Issued<br> 4,559 shares of common stock in satisfaction of the conversion of restricted stock unit awards and
●	Recognized<br> approximately $682,000 of stock-based compensation costs associated with outstanding stock options in general and administrative<br> expenses offsetting additional capital investments.

Commonstock warrants

As

of June 30, 2024, warrants to purchase 1,500 shares of common stock expired. On June 30, 2024, warrants to purchase 454,580 shares of common stock were outstanding and exercisable; the weighted average exercise price of warrants outstanding is $65.00, with a weighted average remaining contractual life of 1.6 years. These outstanding warrants did not have an intrinsic value as of June 30, 2024.

NOTE

10 — STOCK-BASED COMPENSATION

InducementAwards:

The Company grants time-vested and performance-based stock options under inducement awards, consistent with NASDAQ Listing Rule 5653(c)(4). These inducement awards, granted outside of our existing equity compensation plans, are designed to reward employees for their commitment and performance toward achieving our strategic goals.

Time-based and Performance-based Inducement Stock Option Awards

The Company’s inducement stock option awards are generally granted with vesting terms based on time or performance-based criteria. Performance-based awards are tied to achieving specific financial metrics, aligning employee rewards with the Company’s success. The Company granted time-vested stock options and performance-based stock options to various employees in connection with their employment agreements. The ten-year, non-statutory time-vested, and performance-based option inducement awards were granted under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment).

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE10 — STOCK-BASED COMPENSATION (continued)

InducementAwards (continued):

Time-based and Performance-Based Inducement Restricted Stock Unit Awards

The Company’s inducement-restricted stock units (“RSUs”) are generally granted with vesting terms based on time or performance-based criteria. Performance-based RSUs are tied to achieving specific financial metrics and aligning employee rewards with the Company’s success.

The Company granted awards under the amended plan for time-based RSUs to various employees subject to continued employment. The RSUs initially vest between 25% and 33% on their one-year anniversary dates and will vest between 24 and 36 equal monthly periods thereafter. Additionally, the Company granted awards under the amended plan for performance-based restricted stock units subject to performance vesting conditions and continued employment. The RSUs will vest in three equal tranches upon reaching performance conditions for each tranche.

2023Omnibus Equity Incentive Plan

The

Company received stockholder approval on August 23, 2023, to adopt the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which will enable it to continue to grant equity-based compensation awards under a shareholder-approved plan to employees (including officers), non-employee consultants, non-employee directors, and affiliates. The 2023 Plan replaces the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company has ceased granting awards under the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company reserves 166,415 shares of its common stock for delivery under the 2023 Plan. The 2023 Plan rewards eligible participants for contributing to the Company’s success and encourages retaining and recruiting qualified personnel. The Company’s Board of Directors and Compensation Committee will administer the 2023 Plan.

The 2023 Plan generally grants awards without consideration other than prior and future service. The Company’s compensation committee may grant awards under the 2023 Plan either alone or in addition to, in tandem with, or as a substitute for any other award granted under the 2023 Plan or other company plans. It is important to note, however, that if a SAR is granted in conjunction with an ISO, the grant date and term of the SAR and ISO must be the same, and the exercise price of the SAR cannot be lower than the exercise price of the ISO. A written award agreement between us and the grantee will outline the material terms of the award.

Summaryof stock-based compensation for all equity award plans

The table below shows stock-based compensation expenses, included in general and administrative expenses, under the following plans.

SCHEDULE OF STOCK BASED COMPENSATION EXPENSE

	2024		2023		2024		2023
	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
Equity-based plans:
Time-vested option inducement awards	$	101,000	$	37,000	$	113,000	$	107000
Time-based restricted stock awards		117,000		299,000		569,000		1,150000
Stock-based compensation expense	$	218,000	$	336,000	$	682,000	$	1,257,000

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NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

11 — COMMITMENTS AND CONTINGENCIES

Pension:

The Company may make a matching contribution to its employees’ 401(k) plan. Furthermore, Vislink operates a Group Personal Plan through its U.K. subsidiary, investing funds with Royal London. Employees of the Company in the United Kingdom are entitled to participate in the Company’s employee benefit plan, to which varying amounts are contributed according to their status. Additionally, the Company operates a stakeholder pension plan in the United Kingdom.

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

SCHEDULE OF MATCHING CONTRIBUTIONS

	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
Company matching contributions - Group Personal Pension Plan	$	30,000	$	35,000	$	65,000	$	68,000

NOTE

12 — CONCENTRATIONS

Customerconcentration risk

During

the three months ending June 30, 2024, the Company observed sales to two customers amounting to $1,341,000 (15%) and $1,062,000 (12%), respectively, representing more than 10% of its sales. During the six months ending June 30, 2024, the Company observed that no single customer sales represented more than 10% of the Company’s consolidated sales. In the three and six months ended June 30, 2023, no customers exceeded 10 % of the Company’s consolidated sales.

As

of June 30, 2024, two customers owed the Company approximately $1,060,000 and $1,058,000, respectively, each representing 11% each of its consolidated net receivables. Two customers owed the Company approximately $925,000 and $688,000, respectively, representing 16% and 12% of its consolidated net receivables on June 30, 2023.

Vendorconcentration risk

In

the three months ending June 30, 2024, purchases from one vendor amounted to $984,000 (25%) exceeding 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2024, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $1,792,000 (25%) and $741,000 (10%), respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.

In

the three months ending June 30, 2023, two vendors exceeded 10% of the Company’s consolidated purchases with approximately $465,000 and $323,000, respectively, representing 15% and 10% of the Company’s consolidated inventory purchases. In the six months ending June 30, 2023, two vendors met the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $595,000 and $587,000, respectively, each representing 10% each of the Company’s consolidated inventory purchases, respectively.

As

of June 30, 2024, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $938,000 (22%). As of June 30, 2023, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $610,000 (18%).

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TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE

13 – REVENUE

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

SCHEDULE OF DISAGGREGATION OF REVENUE

	Three months Ended				Six months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Primary geographical markets:
North America	$	4,013,000	$	1,721,000	$	7,785,000	$	4,888,000
South America		2,000		38,000		18,000		227,000
Europe		2,503,000		1,593,000		4,880,000		3,436,000
Asia		404,000		1,305,000		1,109,000		2,024,000
Rest of World		1,780,000		386,000		3,508,000		1,656,000
	$	8,702,000	$	5,043,000	$	17,300,000	$	12,231,000
Primary revenue source:
Equipment sales	$	8,097,000	$	4,279,000	$	15,460,000	$	10,673,000
Installation, integration, and repairs		225,000		263,000		1,109,000		749,000
Warranties		380,000		501,000		731,000		809,000
	$	8,702,000	$	5,043,000	$	17,300,000	$	12,231,000
Long-Lived Assets:
United States					$	3,293,000	$	2,174,000
Netherlands						24,000		23,000
United Kingdom						3,023,000		4,397,000
					$	6,340,000	$	6,594,000

NOTE

14 — REBATES

The

Company has been applying for tax rebates related to the research costs incurred by our U.K. subsidiary. During the six months ended June 30, 2024, the Company recognized $374,000 in tax rebates as other income. For the same period in 2023, the recognized amount was $329,000.

While the Company plans to continue filing rebate forms for the 2024 fiscal year, it cannot guarantee that rebates will be available at a similar level or at all in future years.

NOTE

15 — SUBSEQUENT EVENTS

Under ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024. It has determined that it does not have any other material subsequent events to disclose in these unaudited condensed consolidated financial statements.

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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.

CautionaryNote About Forward-Looking Statements

Thisreport includes forward-looking statements that, although based on assumptions that the Company considers reasonable, are subject torisks and uncertainties, which could cause actual events or conditions to differ materially from those currently anticipated, expressed,or implied by such forward-looking statements. You should read this report and the documents the Company references in this report andhave filed as exhibits to this report entirely and understand that our actual future results may materially differ from what the Companyexpects. You should also review the factors and risks the Company describes in reports the Company will file or submit from time to timewith the SEC after this report’s date. The Company qualifies all of our forward-looking statements with these cautionary statements.

Updateon Geopolitical Conflicts and Climate Change

Geopolitical Risks:

During the quarter ending June 30, 2024, there were no significant developments in the Ukraine/Russia and Israel/Hamas conflicts that materially altered the previously disclosed risks in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as filed with the SEC on April 3, 2024. The Company has no direct operations, revenue streams, or physical presence in these regions. The Company monitors the situation for potential indirect impacts on our global supply chain and business continuity, such as increased transportation costs or disruptions in our suppliers’ operations. Any material changes or updates will be promptly disclosed.

Climate Change Initiatives:

The Company is committed to addressing the challenges and opportunities climate change presents. While the direct financial impact of climate change on our operations has not been material in the most recent fiscal quarter, the Company plans to undertake significant efforts to improve sustainability and resilience in our operations. We have already begun enhancing energy efficiency across our facilities and are actively exploring renewable energy integration. Additionally, the Company is in the process of developing innovative solutions to reduce our carbon footprint, demonstrating our dedication to these goals.

Financial and Operational Impact:

During the quarter ending June 30, 2024, the Company experienced no material financial or operational impacts directly attributable to the geopolitical conflicts or climate change. The Company monitors these situations and may need to adjust operations and strategies to mitigate potential risks.

Outlook:

Vislink Technologies Inc. remains dedicated to navigating the complexities of the global geopolitical landscape and the evolving challenges of climate change. Our focus continues to be safeguarding operations, supporting customers, and delivering value to shareholders while upholding our commitment to corporate responsibility and environmental sustainability.

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Overview

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

LiveBroadcast:

We deliver an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, cellular, IP (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing AI (Artificial Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, we have the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions encompassing hardware components, hosted systems management platforms, related software licenses, and ancillary support services.

Industry-wide contributors acknowledge our live broadcast solutions. Our equipment transmits most outside wireless broadcast video content, with over 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Our 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:

We have developed high-quality solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are designed specifically with interagency cooperation, utilizing the internationally recognized IP platform and a web interface for video delivery. We provide 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, and
●	personal<br> portable products

Our 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 for 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.

ConnectedEdge Solutions:

Mobile Viewpoint (MVP) offers hardware and software solutions needed to acquire, produce, contribute to, and deliver video across all private and public networks. 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 and
●	the<br> ability to contribute video over
○	bonded cellular (3G and 4G)
---	---
○	satellite,
○	fiber,<br>and
○	emerging<br>networks, including 5G and Starlink.

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Resultsof Operations

Comparisonfor the six months ended June 30, 2024, and 2023

Revenue

In the three months ended June 30, 2024, our net revenue was $8.7 million compared to $5.0 million for the three months ended June 30, 2023, representing an increase of $3.7 million or 74%. In the six months ended June 30, 2024, our net revenue was $17.3 million compared to $12.2 million for the six months ended June 30, 2023, representing an increase of $5.1 million or 42%.

This growth is attributable to our expanded market reach, improved operational efficiencies, new product development, and the benefits of integrating the U.K. manufacturing operations into our U.S. facilities.

Costof Revenue and Operating Expenses

Costof Components and Personnel

In the three months ended June 30, 2024, the cost of components and personnel was $3.8 million compared to $2.4 million for the three months ended June 30, 2023, representing an increase of $1.4 million or 74%. In the six months ended June 30, 2024, the cost of components and personnel was $7.4 million compared to $5.7 million for the six months ended June 30, 2023, representing an increase of $1.7 million or 30%.

Our expanded market reach and new product development, have increased the cost of components and personnel, supporting the Company’s growth and operational strategy. This notable change reflects the Company’s strategic decisions and initiatives undertaken in previous periods, as well as the increase in revenue. In the latter half of 2022, the company discontinued several underperforming product lines. This decision allowed us to reallocate resources to more profitable and promising products, contributing to overall operational efficiency. Additionally, we relocated Vislink’s U.K. manufacturing division to the United States, aimed at consolidating our manufacturing operations, reducing logistics costs, and improving supply chain management. The increase in revenue has driven higher production demands, necessitating additional components and personnel to meet market needs. The expanded market reach and introduction of new products have also required investment in skilled labor and advanced components to maintain a competitive advantage and support our growth strategy.

Generaland Administrative Expenses

General and administrative expenses encompass the operational costs incurred in running the business daily, including salaries, benefits, stock-based compensation, payroll taxes, trade shows, marketing initiatives, promotional materials, professional services, facilities, general liability insurance, travel, and other expenses associated with maintaining public company status.

In the three months ending June 30, 2024, the general and administrative expenses were $5.9 million compared to $4.7 million for the three months ending June 30, 2023, representing an increase of $1.2 million or 26%. In the six months ending June 30, 2024, the general and administrative expenses were $11.2 million compared to $9.7 million for the six months ending June 30, 2023, representing an increase of $1.5 million or 15%.

The three-month increase of $1.1 million is predominantly due to $0.9 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses. The increase was offset by a decrease primarily attributed to $0.2 million each of taxes, licenses, and stock-based compensation.

The six-month increase of $1.4 million is primarily attributable to $1.0 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses, other external services, and director’s fees. The increase was offset by a decrease attributed to $0.6 million in stock-based compensation and $0.2 million in consulting fees.

Researchand Development

Research and development expenses include salary and benefits, payroll taxes, prototype development, facility costs, and travel expenditures.

In the three months ending June 30, 2024, the research and development expenses were $1.0 million compared to $0.9 million for the three months ending June 30, 2023, representing an increase of $0.1 million or 11%. In the six months ending June 30, 2024, the research and development expenses were $1.8 million compared to $1.7 million for the six months ending June 30, 2023, representing an increase of $0.1 million or 6%.

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Amortizationand Depreciation

In the three months ending June 30, 2024, amortization and depreciation expenses remained consistent at $0.3 million, unchanged from the three months ending June 30, 2023. For the six months ended June 30, 2024, amortization and depreciation expenses increased slightly by $0.1 million to $0.7 million, compared to $0.6 million for the six months ended June 30, 2023.

This stability over the three-month period and the slight increase over the six-month period reflect minimal changes in the net book value of our intangible and fixed assets, as the Company does not regularly engage in material procurements of these assets.

Other

Dividendand Interest Income

In the three months ending June 30, 2024, dividend and interest income was $0.2 million, compared to $0.4 million for the three months ending June 30, 2023, representing an increase of $0.2 million or 50%. In the six months ending June 30, 2024, dividend and interest income were $0.3 million, compared to $0.6 million for the six months ending June 30, 2023, representing a decrease of $0.3 million or 50%.

The decrease in dividend and interest income is partly due to the redemption of government-backed bonds during the first quarter of 2024.

NetLoss

In the three months ending June 30, 2024, the Company had a net loss of $2.2 million compared to a net loss of $3.1 million in the three months ending June 30, 2023, or a decrease in a net loss of $0.8 million or 26%. The Company’s net loss for the six months ending June 30, 2024, was $3.4 million, compared to $4.9 million for the six months ending June 30, 2023, or a decrease in a net loss of $1.5 million or 31%.

The decrease in the net loss of $0.8 million for the three months ended June 30, 2024, was primarily the result of an increase in revenue of $3.7 million, offset by an increase in component and personal costs of $1.4 million, general and administrative expenses of $1.1 million.

The decrease in the net loss of $1.5 million for the six months ended June 30, 2024, was primarily the result of an increase in revenue of $5.1 million offset by an increase in cost of component and personal costs of $1.7 million and $1.4 million in general and administrative expenses.

This improvement is attributable to more efficient expense management, including renegotiating contracts with suppliers, optimizing our workforce, implementing cost-saving measures, and increasing revenue.

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Liquidityand Capital Resources

For the six months ended June 30, 2024, the Company incurred an approximate $4.2 million loss from operations and $1.7 million of net cash used in operating activities. As of June 30, 2024, the Company had $29.0 million in working capital, $312.4 million in accumulated deficits, and $5.6 million in cash and cash equivalents.

During the first quarter of 2024, the Company invested approximately $0.9 million of its cash reserves in federal bonds intended to be held to maturity. No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.9 million, intended to be held to maturity, primarily seeking to generate investment income.

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 six months ended June 30, 2024, compared to those disclosed in our Annual Report on Form 10-K. 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.

CashFlows

The following table sets forth the major components of our consolidated statements of cash flow data for the periods presented (in thousands).

	Six Month Ended
	June 30,
	2024			2023
Net cash used in operating activities	$	(1,694	)	$	(3,194	)
Net cash used in investment activities		(341	)		(11,184	)
Net cash used by financing activities		(114	)		(213	)
Effect of exchange rate changes on cash		(684	)		(63	)
Net (decrease) in cash	$	(2,833	)	$	(14,654	)

OperatingActivities

Net cash used in operating activities of approximately $1.7 million during the six months ended June 30, 2024, was principally attributable to a net loss of $3.1 million; an increase in inventory of $1.0 million, accounts receivable of $.08 million, and operating lease liabilities of $0.3 million; and was principally offset by stock-based compensation and depreciation and amortization of $0.7 million each, inventory valuation adjustments of $0.4 million, an increase in accounts payable of $1.0 million, and deferred revenue and customer deposits of $0.8 million.

Net cash used in operating activities of approximately $3.2 million during the six months ended June 30, 2023, was principally attributable to a net loss of $4.8 million, $1.3 million of stock-based compensation, $0.6 million of depreciation and amortization, an increase in $1.2 million of inventory, $0.7 million of accounts payable, and $0.6 million of prepaid expenses and other current assets; offset by $0.4 million of bad debt recovery, decreases of $0.3 million of accounts receivable, and operating lease liabilities each.

InvestingActivities

Net cash used by investing activities for the six months ended June 30, 2024, and 2023 were $0.3 million and $11.2 million, respectively. This cash was 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 and $0.2 million during the six months ended June 31, 2024, and 2023, respectively, 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 June 30, 2024, 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.

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures also ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decision-making regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of June 30, 2024, was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2024, were not effective due to the material weakness described below.

Management’sReport on Internal Control Over Financial Reporting

As of the fiscal quarter ended June 30, 2024, our management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as 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 June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that such control was ineffective and that there continue to be 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, and (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 following U.S. generally accepted accounting principles (“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, 2023, 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 our Chief Executive Officer and Chief Financial Officer, believes that the unaudited 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.

Except for the material weakness and remediation efforts, there was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the three months ended June 30, 2024, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II: OTHER INFORMATION

Item1. Legal Proceedings.

None

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K.

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.

(a) Not applicable.

(b) Not applicable.

During the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K promulgated by the Securities and Exchange Commission).

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Item6. Exhibits.

Exhibit<br><br> <br>Number	Description of Exhibit
31.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 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)

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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> August 14, 2024	By:	/s/ Carleton M. Miller
		Carleton<br> M. Miller
		Chief<br> Executive Officer
		(Duly<br> Authorized Officer and Principal Executive Officer)
Date:<br> August 14, 2024	By:	/s/ Michael C. Bond
		Michael<br> C. Bond
		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> August 14, 2024	/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, Michael C. Bond, certify that:

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

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;

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;

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

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> August 14, 2024	/s/ Michael C. Bond
	Michael<br> C. Bond
	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 June 30, 2024 (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> August 14, 2024	/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 June 30, 2024 (the “Report”), I, Michael C. Bond, 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> August 14, 2024	/s/ Michael C. Bond
	Michael<br> C. Bond
	Chief<br> Financial Officer