10-Q/A - VISL - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM10-Q/A

(AmendmentNo. 1)

(Mark One)

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

For the quarterly period ended March 31, 2020

[ ]	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.)

101Bilby Road, Suite 15, Bldg. 2

Hackettstown,NJ 07840

(Address of principal executive offices) (Zip Code)

(941)953-9035

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] 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 shorter period that the registrant was required to submit such files). Yes [X] 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 [X]	Smaller<br> reporting company [X]
	Emerging<br> 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. [ ]

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

The number of shares of the registrants’ common stock outstanding as of May 27, 2020, is 88,276,562.

EXPLANATORYNOTE

Vislink Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2020 (the “Original Form 10-Q”), solely to disclose that the Company had filed the Original Form 10-Q after the May 15, 2020 deadline applicable to the Company for the filing of a Form 10-Q in reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

On May 15, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order to file the Form 10-Q no later than June 29, 2020. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-Q until May 27, 2020, and therefore relied on the Order due to circumstances related to COVID-19. At the time of filing the Form 8-K, the Company had been following the recommendations of local health authorities to minimize exposure risk for its employees for several weeks prior to such filing, including the temporary closures of its offices and having employees work remotely to the extent possible, which adversely affected employee efficiency and disrupted the Company’s business operations. In particular, these changes affected the collaboration of the Company’s financial reporting team and the accessibility of the Company’s books and records, resulting in delays in the review, preparation and completion of its financial statements for the quarter ended March 31, 2020 due to guidance from authorities for employees to follow work from home procedures. Consequently, the Company was unable to timely file the Form 10-Q without the extension provided for by the Order.

In accordance with Rules 12b-15 and 13a-14 under the Exchange Act, this Amendment No.1 contains new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except as described above, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction with the Original Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Original Form 10-Q.

ITEM 6.	EXHIBITS
Exhibit Number	Description
---	---
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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> June 18, 2020	By:	/s/ Carleton Miller
		Carleton<br> Miller
		Chief<br> Executive Officer<br><br> <br>(Duly<br> Authorized Officer and Principal Executive Officer)
Date:<br> June 18, 2020	By:	/s/ Michael Bond
		Michael<br> Bond
		Chief<br> Financial Officer<br><br> <br>(Duly<br> Authorized Officer and Principal Financial Officer)

Exhibit31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

PURSUANTTO 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 Amendment No.1 to the Quarterly Report on Form 10-Q of Vislink Technologies, Inc.;

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.

Date:<br> June 18, 2020	/s/ Carleton M. Miller
	Carleton<br> M. Miller
	Chief<br> Executive Officer<br><br> <br>(Principal<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 Bond, certify that:

1. I have reviewed this Amendment No.1 to the Quarterly Report on Form 10-Q of Vislink Technologies, Inc.;

Date:<br> June 18, 2020	/s/ Michael Bond
	Michael<br> Bond
	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial Officer)