8-K
Vislink Technologies, Inc. (VISL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported): May 2, 2025
VislinkTechnologies, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-35988 | 20-5856795 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
350Clark Drive, Suite 125
Mt.Olive, NJ 07828
(Addressof principal executive offices)
Registrant’stelephone number, including area code: (908)-852-3700
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | VISL | The Nasdaq Capital Market |
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. ☐
Item2.02 Results of Operations and Financial Conditions.
On May 2, 2025, Vislink Technologies, Inc. (the “Company” or “Vislink”) issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the Company’s financial results for the quarter and year ended December 31, 2024 (the “Press Release”).
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission (the “SEC”), except as shall be expressly set forth by specific reference in any such filing.
CautionaryNote Regarding Forward-Looking Statements
Certain statements in this communication and the Press Release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995.
The Press Release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in the Press Release, including those regarding the Company’s strategy, future operations, future financial position, effects of any contemplated cost-savings measures, changes to its product offerings or changes to its lines of business, projected expenses, prospects, plans, objectives of management, new product launches, expected contract values, and expected market opportunities across the Company’s operating segments, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on May 2, 2024.
The statements made in this Current Report on Form 8-K and the Press Release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.
| 2 |
| --- |
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of the Company, dated as of May 2, 2025 |
| 104 | Cover<br> Page Interactive Data File (formatted as Inline XBRL) |
| 3 |
| --- |
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.
| VISLINK TECHNOLOGIES, INC. | ||
|---|---|---|
| Date:<br> May 2, 2025 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton<br> M. Miller | |
| Title: | Chief<br> Executive Officer |
| 4 |
| --- |
Exhibit99.1
VislinkReports Fourth Quarter and Full Year 2024 Financial and Operational Results
Mt.Olive, NJ — May 2, 2025 — Vislink Technologies, Inc. (“Vislink” or the “Company”) (OTCQB:VISL), a global technology leader in the capture, delivery, and management of high-quality live video and associated data in the media and entertainment, law enforcement, and defense markets, today reported results for the fourth quarter and full year ended December 31, 2024.
FourthQuarter 2024 and Recent Company Highlights
| ● | Received multimillion-dollar orders for high-reliability airborne video downlink system (AVDS) equipment. Strong order flow from municipal, regional, and national public safety and military<br> organizations located in the U.S., Canada, and Europe. |
|---|---|
| ● | Initiated multimillion-dollar product shipments for use in emerging drone applications. |
| --- | --- |
| ● | Secured over $900,000 in recurring revenue through strategic Service Level Agreements (SLAs). Establishing<br> a global service platform accelerates Vislink’s shift toward a sustainable, service-driven<br> business model that will enhance customer retention while laying a strong foundation for<br> predictable, long-term income. |
| --- | --- |
| ● | Realized operational cost savings expected to eventually reach approximately $10 million,<br> resulting from the restructuring plan enabled by the deployment of a new ERP system. |
|---|
| ● | Announced its latest partnership with Radio Television Malaysia (RTM) to deploy an advanced<br> Vislink system in a significant infrastructure upgrade of RTM’s Kuala Lumpur Tower<br> facilities. The contract value is greater than $1 million. |
|---|---|
| ● | Awarded ‘Best Innovation Project’ at the Broadcast Tech Innovation Awards 2024.<br> This accolade recognizes Vislink’s groundbreaking collaboration with FocalPoint VR<br> and ASPIRE in delivering an immersive virtual reality (VR) experience for the Abu Dhabi Autonomous<br> Racing League (A2RL). |
| --- | --- |
| ● | We continue to support marquee global events and commercial partners, including Super<br> Bowl 2025, the 2024 Summer Olympics in Paris, NFL, NHL, Premier League, MotoGP, Formula-1,<br> The Academy Awards, The Emmys, and more. |
| --- | --- |
| ● | Debuted a range of new and updated products, including: |
| --- | --- |
| - | Aero5 5G HEVC 4K UHD Airborne Downlink System: Designed for public safety, tactical operations,<br> live sports, and news. Aero5 enhances situational awareness and event coverage, leveraging<br> the use of public cellular networks. |
|---|---|
| - | DragonFly V 5G: A groundbreaking bonded cellular miniature transmitter that combines 5G connectivity<br> with ultra-lightweight, high-performance video streaming capabilities. |
| --- | --- |
| - | INCAM GV wireless system in both RF and 5G versions: Engineered to integrate seamlessly<br> with Grass Valley’s LDX 100 Series live production cameras, it provides reliable, premium<br> image quality for the most demanding live productions. |
| --- | --- |
| - | Cliq: A compact mobile transmitter, now featuring DVB-T2 support, designed for a range<br> of Tier-1 live event broadcast applications. |
| --- | --- |
| - | LinkMatrix: A browser-based platform that enables remote control and management of Vislink solutions. |
| --- | --- |
| - | Quantum: An IP-native wireless camera receiver that enables highly efficient workflows and<br> remote production capabilities. |
|---|---|
| - | LiveLink: A bonded cellular 4G/5G solution designed to deliver high reliability and low latency<br> in challenging conditions. |
| --- | --- |
| ● | Launched a new website and brand identity to drive global growth and strengthen market leadership. This new digital marketing presence elevates brand awareness, differentiates Vislink<br> competitively, and provides customers with an enhanced, user-friendly platform. The new brand<br> and website are key elements in Vislink’s marketing strategy and growth goals. |
| --- | --- |
| ● | Subsequent to the end of the fourth quarter, the Company announced it had voluntarily delisted<br> the Company’s common stock from the Nasdaq Capital Market. The decision was made to<br> reduce the Company’s expenses while allowing for greater focus on execution. |
| --- | --- |
FullYear 2024 Financial Results
| ● | Revenue<br> was $27.7 million compared to $27.5 million in 2023. |
|---|---|
| ● | Gross<br> margin was 25%, and excluding the one-time inventory write-off and impairment was 49.7%,<br> compared to 51% in 2023. |
| --- | --- |
| ● | Net<br> loss attributable to common shareholders totaled $(20.5) million, or $(8.35) per share, compared<br> to $(9.1) million, or $(3.83) per share, in 2023. |
| --- | --- |
| ● | Significant<br> restructuring, including headcount reductions, lease terminations, and asset write-offs constituted<br> the majority of the reported loss. |
| --- | --- |
| ● | Key<br> project delays and longer lead times also affected Q4 revenue. |
| --- | --- |
| ● | EBITDA<br> (earnings before interest, taxes, depreciation, and amortization) totaled $(19.8) million,<br> compared to $(9.0) million in 2023. |
| --- | --- |
| ● | Cash<br> and short-term investments were $6.5 million at December 31, 2024, compared to $9.2 million<br> at the end of the third quarter. |
| --- | --- |
FourthQuarter 2024 Financial Results
| ● | Revenue<br> was $3.4 million, compared to $7.1 million in the prior quarter. The revenue decrease was<br> primarily due to a decline in the live production business and the delayed execution of large-scale<br> projects. |
|---|---|
| ● | Gross<br> margin was -1%, and excluding the one-time inventory write-off and impairment was 8.8%, compared<br> to 51% in the prior quarter. Material margins remained strong, while unabsorbed production<br> overhead caused the significant decrease in the gross margin. |
| --- | --- |
| ● | Net<br> loss attributable to common shareholders totaled $(14.3) million, or $(5.82) per share, compared<br> to $(3.0) million, or $(1.22) per share, in the third quarter. |
| --- | --- |
ManagementCommentary
“We continued to make strategic progress in 2024, even as we faced revenue timing challenges in the fourth quarter,” stated Mickey Miller, CEO of Vislink. “Our full-year revenue grew modestly year-over-year, and we significantly advanced our operational foundation through the implementation of our ERP system and a comprehensive restructuring plan. Through these actions, we have reduced costs and expect to realize annualized savings of approximately $10 million. This will help lower our break-even point and reduce complexity and redundancy. It will also provide us with a leaner, and we believe more efficient operating model to support long-term growth and enhance working capital management.”
“We are seeing strong momentum in our MilGov business, highlighted by multimillion-dollar orders and product shipments for our airborne video downlink systems. This includes expanding use cases in emerging drone applications. These wins reinforce the position of our AeroLink and cellular-based Aero5 systems as trusted solutions in mission-critical environments. With multiple agencies across the U.S., Canada, and Europe now adopting our technologies, we are optimistic about securing additional contracts in 2025.”
“Our transformation into a service-centric organization is also well underway. We received over $900,000 in recurring revenue through new Service Level Agreements. This validates our strategy to deliver long-term value through predictable, high-margin income streams. The build-out of our global service platform will be a key enabler as we scale the business.”
“Within the Live Production market, we continue to experience a healthy demand for innovative solutions that deliver premium quality with greater flexibility. This was demonstrated by our role as a key technology provider for global marquee events, where our wireless systems enabled immersive live transmission during many of the world’s most-watched events. We are also seeing growing interest in our DragonFly V 5G miniature transmitter as well as our expanded product lineup, which allows us to address evolving production workflows across a range of broadcast environments.”
“We have taken decisive steps to align our cost base with current operational realities. We are confident that our innovative product roadmap, strengthening presence in high-growth sectors, and sharpened operational focus gives us a platform to deliver sustainable, profitable growth over time while creating value for shareholders.”
ConferenceCall
Management will host a conference call today, May 2, 2025, at 8:30 a.m. Eastern Time to discuss its financial results for the fourth quarter and full year ended December 31, 2024.
Toll-FreeNumber: 1-833-953-2432
InternationalNumber: 1-412-317-5761
**Webcast:**Click here to register
Please register online approximately 15 minutes before the start time (although you may register, dial in, or access the webcast anytime during the call).
The conference call will be broadcast live here and available for replay via the Investor Relations section of Vislink’s website.
A replay of the conference call will be available after 11:30 a.m. Eastern Time on the same day through May 16, 2025.
Toll-FreeReplay Number: 1-877-344-7529
InternationalReplay Number: 1-412-317-0088
ReplayID: 3694185
Non-GAAPFinancial Measure: EBITDA
Tosupplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), we are presenting EBITDAin this earnings release and the related earnings conference call. EBITDA is a non-GAAP financial measure that is not based on any standardizedmethodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We defineEBITDA as our net income (loss), excluding the impact of depreciation and amortization expense and interest income and tax). We havepresented EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance,establish budgets, and develop operational goals for managing our business. In particular, we believe that excluding the impact of theseexpenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. A reconciliationof non-GAAP EBITDA to GAAP net loss appears in the financial tables accompanying this press release, as set forth below.
Noteon Forward-looking Statements
Certainstatements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of thesafe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statementsthat involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation ReformAct of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’sstrategy, future operations, future revenues, growth, profitability results, and financial position, risks of supply chain constraintsand inflationary pressures, projected expenses and cost-savings, prospects, plans including restructuring, and footprint and technologyasset consolidations, objectives of management, new capabilities, product and solutions launches including AI-assisted and 5G streamingtechnologies, implementation of the ERP, R&D investments including AVDS and drone-related projects, expected contract values, projectedpipeline sales opportunities and transactions in our sales pipeline, backlog realization, and order acquisitions integration includingthe recently acquired BMS assets, cost savings, and expected market opportunities across the Company’s operating segments includingthe live event production, AVDS and MilGov markets, the sufficiency of the Company’s capital resources to fund the Company’soperations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carryout the intentions, or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing, and youshould not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectationsand involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on May 2, 2025, and in subsequent filings with, or submissions to, the SEC or OTC Markets from time totime.
Thestatements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’sexpectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point inthe future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events, or otherwise,except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as ofany date after the date stated herein.
AboutVislink Technologies, Inc.
Vislink Technologies is a global technology leader in capturing, delivering, and managing high-quality live video and associated data. With a renowned heritage in video communications encompassing over 50 years, Vislink has revolutionized live video communications by delivering the highest-quality video from the scene, even in the most challenging transmission conditions, enabling broadcasters, defense and public safety agencies to capture and share live video seamlessly and securely. Vislink provides live streaming solutions using RF, bonded cellular, 5G, and AI-driven technologies. Vislink’s shares of common stock are publicly traded on the OTCQB Capital Market under the ticker symbol “VISL.”
For more information, visit www.vislink.com.
InvestorRelations Contact:
investors@vislink.com
-FinancialTables to Follow-
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(INTHOUSANDS EXCEPT SHARE AND PER SHARE DATA)
| 2023 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash | 5,501 | $ | 8,482 | ||
| Accounts receivable, net | 5,958 | 8,680 | |||
| Inventories, net | 7,563 | 14,029 | |||
| Investments held to maturity | 995 | 5,731 | |||
| Prepaid expenses and other current assets | 1,302 | 1,560 | |||
| Total current assets | 21,319 | 38,482 | |||
| Right of use assets, operating leases | 297 | 742 | |||
| Property and equipment, net | 1,984 | 1,902 | |||
| Intangible assets, net | 2,578 | 3,866 | |||
| Total assets | 26,178 | $ | 44,992 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 2,422 | $ | 3,183 | ||
| Accrued expenses | 2,153 | 1,578 | |||
| Notes payable | 56 | — | |||
| Operating lease obligations, current | 459 | 463 | |||
| Accrued restructuring costs | 421 | — | |||
| Customer deposits and deferred revenue | 2,768 | 1,490 | |||
| Total current liabilities | 8,279 | 6,714 | |||
| Operating lease obligations, net of current portion | 291 | 755 | |||
| Deferred tax liabilities | 401 | 546 | |||
| Total liabilities | 8,971 | 8,015 | |||
| Commitments and contingencies (See Note 20) | |||||
| Series A Preferred stock, 0.00001 par value per share: -0- shares authorized on December 31, 2024, and 2023, respectively; -0- and shares issued and outstanding on December 31, 2024, and 2023, respectively. | — | — | |||
| Stockholders’ equity | |||||
| Preferred stock, 0.00001 par value per share: 10,000,000 shares authorized on December 31, 2024, and 2023, respectively | — | — | |||
| Common stock, 0.00001 par value per share, 100,000,000 shares authorized on December 31, 2024, and 2023, respectively: | |||||
| Common stock, 2,467,618 and 2,439,923 were issued, and 2,467,485 and 2,439,790 were outstanding on December 31, 2024 and 2023, respectively. | — | — | |||
| Additional paid-in capital | 348,663 | 347,507 | |||
| Accumulated other comprehensive loss | (1,452 | ) | (1,027 | ) | |
| Treasury stock, at cost – 133 shares as of December 31, 2024, and 2023, respectively | (277 | ) | (277 | ) | |
| Accumulated deficit | (329,727 | ) | (309,226 | ) | |
| Total stockholders’ equity | 17,207 | 36,977 | |||
| Total liabilities and stockholders’ equity | 26,178 | $ | 44,992 |
All values are in US Dollars.
VISLINKTECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVELOSS
(INTHOUSANDS EXCEPT NET LOSS PER SHARE DATA)
| For the Years Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Revenue, net | $ | 27,729 | $ | 27,482 | ||
| Cost of revenue and operating expenses | ||||||
| Cost of revenue: | ||||||
| Cost of components and personnel | 13,955 | 13,380 | ||||
| Inventory impairments and valuation write-downs | 6,828 | 487 | ||||
| Total cost of revenue | 20,783 | 13,867 | ||||
| Operating expenses: | ||||||
| General and administrative expenses | 21,596 | 19,376 | ||||
| Research and development | 4,561 | 3,493 | ||||
| Restructuring costs | 489 | — | ||||
| Impairment of right-of-use operating assets | 168 | 83 | ||||
| Impairment of intangible assets | 330 | — | ||||
| Depreciation and amortization | 1,310 | 1,261 | ||||
| Total operating expenses | 28,454 | 24,213 | ||||
| Total cost of revenue and operating expenses | 49,237 | 38,080 | ||||
| Loss from operations | (21,508 | ) | (10,598 | ) | ||
| Other income (expenses) | ||||||
| Unrealized gain on investments in debt securities held to maturity | (25 | ) | 68 | |||
| Realized loss of investments in debt securities | (24 | ) | (82 | ) | ||
| Other income | 400 | 332 | ||||
| Dividend income | 211 | 375 | ||||
| Interest income (expense), net | 300 | 560 | ||||
| Total other income | 862 | 1,253 | ||||
| Net loss before income taxes | (20,646 | ) | (9,345 | ) | ||
| Income taxes | ||||||
| Deferred tax benefits | 145 | 218 | ||||
| Net loss attributable to common shareholders | $ | (20,501 | ) | $ | (9,127 | ) |
| Net loss per share attributable to Common Shareholders: | ||||||
| Basic and diluted loss per share | $ | (8.35 | ) | $ | (3.83 | ) |
| Weighted average number of shares outstanding: | ||||||
| Basic and diluted | 2,456 | 2,381 | ||||
| Comprehensive loss: | ||||||
| Net loss | $ | (20,501 | ) | $ | (9,127 | ) |
| Unrealized (loss) gain on currency translation adjustment | (425 | ) | 310 | |||
| Comprehensive loss | $ | (20,926 | ) | $ | (8,817 | ) |
RECONCILIATIONOF GAAP TO NON-GAAP RESULTS
VISLINKTECHNOLOGIES, INC.
RECONCILIATIONOF GAAP TO NON-GAAP RESULTS
YEARSENDING DECEMBER 31, 2024 AND 2023
(INTHOUSANDS)
| For the Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Reconciliation of net income to EBITDA | ||||||
| Net loss | $ | (20,501 | ) | $ | (9,127 | ) |
| Amortization and depreciation | 1,310 | 1,261 | ||||
| Dividend income | (211 | ) | (375 | ) | ||
| Interest income, net | (300 | ) | (560 | ) | ||
| Tax | (145 | ) | (218 | ) | ||
| EBITDA | $ | (19,847 | ) | $ | (9,019 | ) |
| Stock-based compensation | 996 | 1,942 | ||||
| Impairment | 6,507 | 83 | ||||
| Severance | 239 | 585 | ||||
| Restructuring costs other than severance | 250 | — | ||||
| EBITDA Non-GAAP Adjusted | $ | (11,855 | ) | $ | (6,409 | ) |