Vislink Technologies Inc
For the period ended Dec 31, 2024. Filed May 2, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31,2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from__________ to__________
Commission File Number:001-35988
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5856795 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
350 Clark Drive, Suite 125,
Mt. Olive, NJ 07828
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code):(908) 852-3700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act 1
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | VISL | OTCQB Venture Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
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 periods that 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 on its corporate Website, if any, 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 a such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period to comply 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 Act). Yes ☐ No☒
As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $10.7 million based on the closing price of $4.35 for the registrant’s common stock as quoted on the Nasdaq Capital Market on that date. Shares of common stock held by each director, each officer, and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed affiliates. The determination of affiliate status is not necessarily conclusive.
The registrant had 2,467,618 shares of its common stock outstanding as of April 30, 2025.
Documents Incorporated by Reference
Certain information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K will be disclosed in the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders or in a Form 10-K amendment, within 120 days of December 31, 2024.
VISLINK TECHNOLOGIES, INC.
FORM 10-K
ANNUAL REPORT
For the Fiscal Year Ended December 31, 2024
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| PART I | |||
| Item 1. | Business | 4 | |
| Item 1A. | Risk Factors | 15 | |
| Item 1B. | Unresolved Staff Comments | 27 | |
| Item 1C. | Cybersecurity | 27 | |
| Item 2. | Properties | 29 | |
| Item 3. | Legal Proceedings | 29 | |
| Item 4. | Mine Safety Disclosures | 29 | |
| PART II | |||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 30 | |
| Item 6. | Reserved | 30 | |
| Item 7. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 31 | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 38 | |
| Item 8. | Financial Statements and Supplementary Data | 38 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 38 | |
| Item 9A. | Controls and Procedures | 39 | |
| Item 9B. | Other Information | 39 | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 39 | |
| PART III | |||
| Item 10. | Directors, Executive Officers, and Corporate Governance | 40 | |
| Item 11. | Executive Compensation | 40 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 40 | |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 40 | |
| Item 14. | Principal Accountant Fees and Services | 40 | |
| PART IV | |||
| Item 15. | Exhibits, Financial Statement Schedules | 41 | |
| SIGNATURES | 43 | ||
| FINANCIAL STATEMENTS | F-1 | ||
FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (this “Report” or this “Annual Report”) contains forward-looking statements regarding the business, financial condition, results of operations, and prospects of Vislink Technologies, Inc. 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 can only be based on facts and circumstances currently known by us. Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from those discussed 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 elsewhere in this Report.
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 report, unless otherwise stated or the context otherwise requires, reference to “VISL,” “Vislink,” “the Company,” “we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation and its subsidiaries.
The following summarizes certain factors that may make our company’s investment speculative or risky. You should carefully consider the entire risk factor disclosure outlined in this Annual Report and the other information herein, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and our financial statements and related notes.
| ● | We have incurred losses in the past and may be unable to achieve or sustain profitability in the future. |
| ● | We may require additional capital to fund our operations, develop, market, and commercialize new products, and expand our operations. If we do not obtain additional financing, our business prospects, financial condition, and results of operations will be adversely affected. |
| ● | Our global operations expose us to risks associated with public health crises or pandemic outbreaks. These crises could disrupt our operations and adversely affect our financial condition and operating results. |
| ● | Our industry is highly competitive, and we may need to compete more effectively. |
| ● | Defects or errors in our products or those of our suppliers could harm our brand and customer relationships, expose us to liability, and result in significant expenses or decreased demand. |
| ● | We have identified material weaknesses in our internal controls and procedures over financial reporting. Additional weaknesses may arise, causing us to fail to meet our reporting obligations or result in material misstatements. |
| ● | We rely extensively on information technology systems and face cybersecurity risks, including potential data breaches and service disruptions. |
| ● | We rely on key executive officers, and their knowledge of our business and technical expertise would be difficult to replace. |
| ● | We purchase components, subassemblies, and products from a limited number of suppliers. The loss of these suppliers could disrupt our ability to fulfill orders and negatively affect operations. |
| ● | Our intellectual property protections may be insufficient to safeguard our technology, and we may face infringement claims or challenges enforcing our IP rights, especially abroad. |
| ● | The intellectual property rights of others may prevent us from developing new products or entering new markets, potentially harming our competitive position. |
| ● | Failure of our technology to perform as planned or our inability to develop and sell new products could adversely affect our business and operating results. |
| ● | Demand for our defense-related and emergency response products depends on government spending, which may be volatile. |
| ● | Regulation of the telecommunications industry, including changes in standards or laws, may result in unanticipated costs or burdens, negatively affecting our business. |
| ● | Rapid technological changes require substantial investments in new products, services, and technologies to remain competitive. Failure to innovate may harm our business. |
| ● | At several annual stockholder meetings, we failed to obtain ratification for proposals, raising potential issues with our stockholder-approved actions. |
| ● | Our failure to meet Nasdaq’s or OTC Markets’ continued listing requirements could result in our common stock’s delisting, negatively impacting its market price, liquidity, and ability to access capital markets. |
| ● | Unstable market and economic conditions may adversely affect our financial condition, operations, and share price. |
| ● | Compliance with environmental, health, and safety laws and regulations may increase costs, limit supply chain flexibility, and necessitate product design changes. |
| ● | Governmental regulations affecting product imports, exports, or encryption capabilities could reduce revenue and impose compliance challenges. |
| ● | We recently moved the trading of our common stock from listing with The Nasdaq Stock Market to quoting with the OTC Markets Group. In the future, we may move the quotation of our common stock to a lower tier of the OTC Markets Group or remove it entirely from the quotation. |
| ● | Various cost-cutting measures we have implemented and may implement in the future could unintentionally impact our business, financial condition, and results of operations. |
Trademarks and Tradenames
The Vislink logo and other trademarks of Vislink appearing in this Annual Report on Form 10-K are the property of Vislink. All other trademarks, service marks and trade names in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this report may appear without the ® or ™ symbols.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.