PART I: FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three months ended March 31, 2020 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows decreased total assets and liabilities, while total stockholders' equity increased as of March 31, 2020 | Metric | Dec 31, 2019 (in thousands) | Mar 31, 2020 (in thousands) | Change (in thousands) | |:---|:---|:---|:---| | Total Assets | $23,604 | $21,774 | $(1,830) | | Total Liabilities | $14,375 | $10,997 | $(3,378) | | Total Stockholders' Equity | $9,229 | $10,777 | $1,548 | [Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Loss) The company reported a wider net loss in Q1 2020 compared to the prior year, driven by a significant decrease in revenue | Metric | Q1 2019 (in thousands) | Q1 2020 (in thousands) | Change (in thousands) | % Change | |:---|:---|:---|:---|:---| | Revenue, net | $8,206 | $5,352 | $(2,854) | -34.8% | | Total cost of revenue and operating expenses | $10,872 | $10,104 | $(768) | -7.1% | | Loss from operations | $(2,666) | $(4,752) | $(2,086) | 78.2% | | Net (loss) income | $(3,090) | $(4,430) | $(1,340) | 43.4% | | Basic and diluted loss per share | $(1.62) | $(0.09) | $1.53 | -94.4% | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased in Q1 2020, primarily due to equity raises that offset the net loss for the period | Metric | Jan 1, 2020 (in thousands) | Mar 31, 2020 (in thousands) | Change (in thousands) | |:---|:---|:---|:---| | Total Stockholders' Equity | $9,229 | $10,777 | $1,548 | | Additional Paid In Capital | $261,871 | $267,572 | $5,701 | | Accumulated Deficit | $(252,572) | $(257,002) | $(4,430) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company experienced a net increase in cash, as cash from financing activities more than offset cash used in operations | Cash Flow Activity | Q1 2019 (in thousands) | Q1 2020 (in thousands) | Change (in thousands) | |:---|:---|:---|:---| | Net cash used in operating activities | $(1,564) | $(4,435) | $(2,871) | | Net cash used in investing activities | $(39) | $(97) | $(58) | | Net cash provided (used) in financing activities | $(85) | $5,250 | $5,335 | | Net increase (decrease) in cash | $(1,681) | $722 | $2,403 | | Cash, end of period | $324 | $2,459 | $2,135 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies, liquidity, assets, liabilities, equity, and revenue breakdown [NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Description of Business - Vislink Technologies focuses on advanced wireless communication solutions for broadcasting, sports, law enforcement, and surveillance markets[20](index=20&type=chunk) - The IMT subsidiary specializes in COFDM microwave communications equipment for real-time live video broadcasting[21](index=21&type=chunk)[22](index=22&type=chunk) - The Vislink subsidiary specializes in the wireless capture, delivery, and management of secure, high-quality live video[23](index=23&type=chunk)[24](index=24&type=chunk) Basis of Presentation and Principles of Consolidation - Financial statements are prepared under **US GAAP** for interim information, following Form 10-Q and Regulation S-X[25](index=25&type=chunk) - Consolidated financial statements include Vislink Technologies and its wholly-owned subsidiaries, with intercompany transactions eliminated[26](index=26&type=chunk) Use of Estimates and Risks and Uncertainties - Significant accounting estimates include asset useful lives, impairment, allowances for receivables, and various reserves[27](index=27&type=chunk) - The **COVID-19 pandemic** poses highly uncertain and difficult-to-predict risks with potential adverse material effects on the business[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) Inventories and Revenue Recognition - Inventory is valued at the lower of cost (FIFO) or net realizable value[31](index=31&type=chunk) - Revenue is recognized under **ASC Topic 606** when control of goods or services is transferred to customers[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) Leases - Operating leases are recognized as **ROU assets and liabilities** on the balance sheet for terms over 12 months[36](index=36&type=chunk) - The incremental borrowing rate (IBR) is generally used to calculate ROU assets and lease liabilities[37](index=37&type=chunk) Stock-Based Compensation and Loss Per Share - Stock compensation is recognized at fair value over the service period, following **ASC 718** for employees and **ASU 2018-07** for non-employees[39](index=39&type=chunk)[40](index=40&type=chunk) - Basic and diluted loss per share are calculated by dividing net loss by weighted-average shares outstanding, excluding anti-dilutive equivalents[41](index=41&type=chunk) | Anti-dilutive Potential Common Stock Equivalents (in thousands) | Mar 31, 2020 | Mar 31, 2019 | |:---|:---|:---| | Stock options | 391 | 610 | | Convertible debt | — | 1,352 | | Warrants | 8,604 | 1,187 | | Total | 8,995 | 3,149 | Fair Value of Financial Instruments and Foreign Currency - Fair value is determined using a three-level hierarchy, prioritizing observable inputs[45](index=45&type=chunk)[48](index=48&type=chunk) - Foreign currency translation gains/losses are recognized in accumulated other comprehensive income or the income statement[46](index=46&type=chunk)[47](index=47&type=chunk) | Foreign Exchange (in thousands) | Mar 31, 2020 | Mar 31, 2019 | |:---|:---|:---| | Net foreign exchange transactions: Losses (gains) | $584 | $(89) | | Accumulated comprehensive income: Unrealized (gains) losses on currency translation adjustment | $(277) | $33 | Subsequent Events and Recently Issued Accounting Principles - No material subsequent events were identified for disclosure, except as explicitly mentioned[50](index=50&type=chunk) - The company is evaluating **ASU No. 2016-13 (Credit Losses)**, with an effective date postponed to fiscal years after December 15, 2022[51](index=51&type=chunk) [NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION](index=17&type=section&id=NOTE%202%20%E2%80%94%20LIQUIDITY%20AND%20FINANCIAL%20CONDITION) Capital-raising events and Strategic Initiatives | Capital-Raising Event | Date | Gross Proceeds (approx.) | Net Proceeds (approx.) | Purpose | |:---|:---|:---|:---|:---| | Equity Financing (Common Stock, Pre-funded Warrants, Warrants) | Nov 27, 2019 | $3,988,096 | N/A | Alleviate backorders, working capital | | Equity Financing (Common Stock, Warrants, Pre-funded Warrants) | Feb 14, 2020 | $5,998,000 | $5,438,000 | Working capital, general corporate purposes | | Shelf Registration Statement on Form S-3 | May 5, 2020 | Up to $100,000,000 | N/A | Future offerings of common/preferred stock, warrants, units | - Strategic initiatives include remote work, renegotiating leases (**81% reduction in rental fees**), and proactive spending reductions for approximately **$5.0 million in annual savings**[55](index=55&type=chunk)[56](index=56&type=chunk) Paycheck Protection Program ("PPP") and Liquidity - Received a **$1.2 million PPP loan** on April 10, 2020, with a 1.00% interest rate[57](index=57&type=chunk)[112](index=112&type=chunk)[145](index=145&type=chunk) - PPP loan forgiveness is available for documented payroll costs, rent, and utilities, subject to certain conditions[58](index=58&type=chunk)[146](index=146&type=chunk) - The company believes it has **sufficient funds for at least 12 months**, but future performance is subject to uncertainty from COVID-19[59](index=59&type=chunk)[147](index=147&type=chunk) [NOTE 3 — INTANGIBLE ASSETS](index=19&type=section&id=NOTE%203%20%E2%80%94%20INTANGIBLE%20ASSETS) | Intangible Asset Category | Dec 31, 2019 (in thousands) | Mar 31, 2020 (in thousands) | Amortization Q1 2020 (in thousands) | |:---|:---|:---|:---| | Patents and Licenses Technology (Net) | $1,900 | $1,700 | $200 | | Other Intangible Assets (Net) | $1,022 | $921 | $101 | | Total Intangible Assets (Net) | $2,922 | $2,621 | $301 | - The weighted average remaining life of the company's intangible assets is approximately **3.6 years**[65](index=65&type=chunk) [NOTE 4 — NOTES PAYABLE](index=19&type=section&id=NOTE%204%20%E2%80%94%20NOTES%20PAYABLE) | Note Payable | Dec 31, 2019 (in thousands) | Mar 31, 2020 (in thousands) | Maturity | Interest Rate | |:---|:---|:---|:---|:---| | MB Technology Holdings, LLC | $231 | $231 | Sep 18, 2020 | 8.022% | | IMT Working Capital Loan | $108 | $62 | Apr 24, 2020 | 1.9% | | Total Notes Payable | $339 | $293 | | | [NOTE 5 — LEASES](index=21&type=section&id=NOTE%205%20%E2%80%94%20LEASES) - Operating lease liabilities were approximately **$1.72 million** as of March 31, 2020, with a weighted-average remaining term of **5.0 years**[70](index=70&type=chunk) - A new lease agreement at the Billerica location reduced square footage by **79%** and resulted in a **$21,000 lease termination gain**[69](index=69&type=chunk) | Lease Metric | Q1 2020 (in thousands) | Q1 2019 (in thousands) | |:---|:---|:---| | Operating lease cost | $202 | $301 | | Short-term lease cost | $102 | $31 | | Sublease income | $(46) | $(35) | | Total lease cost | $258 | $297 | | Operating cash flows from operating leases | $253 | $310 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $546 | $2,899 | [NOTE 6 — RELATED PARTY TRANSACTIONS](index=22&type=section&id=NOTE%206%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) - Amended agreement with MB Merchant Group, LLC (MBMG) to narrow services, focusing on M&A and financing[75](index=75&type=chunk) - Negotiated a final settlement of $561,000 due to MBMG for approximately $230,000, recognizing a **$331,000 gain**[75](index=75&type=chunk)[140](index=140&type=chunk) | Related Party Transaction | Q1 2020 (in thousands) | Q1 2019 (in thousands) | |:---|:---|:---| | Consulting fees incurred, recurring | $200 | $150 | | Consulting fees incurred, non-recurring | $120 | $25 | | Amounts repaid to MBMG in cash | $825 | $230 | [NOTE 7 — DERIVATIVE LIABILITIES](index=23&type=section&id=NOTE%207%20%E2%80%94%20DERIVATIVE%20LIABILITIES) - Warrants with net cash settlement provisions are classified as **Level 3 derivative liabilities**, valued using a binomial model[77](index=77&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) | Derivative Liabilities (in thousands) | Mar 31, 2020 | Mar 31, 2019 | |:---|:---|:---| | Beginning balance | $30 | $1,118 | | Change in fair value of derivative liabilities | $(17) | $74 | | Ending balance | $13 | $1,192 | [NOTE 8 — STOCKHOLDERS' EQUITY](index=24&type=section&id=NOTE%208%20%E2%80%94%20STOCKHOLDERS'%20EQUITY) Common Stock Issuances and Warrants - In February 2020, the company closed an equity financing, resulting in **$5.3 million net proceeds** for working capital[82](index=82&type=chunk) - Issued **47.1 million common shares** from the exercise of warrants, generating approximately $9,600 in net proceeds[82](index=82&type=chunk) | Common Stock Warrants | Dec 31, 2019 (shares) | Mar 31, 2020 (shares) | Weighted Average Exercise Price (Mar 31, 2020) | |:---|:---|:---|:---| | Outstanding | 25,125,447 | 11,094,709 | $2.00 | | Granted | N/A | 42,099,400 | $0.20 | | Exercised | N/A | (56,127,764) | $(0.20) | | Cancelled/Expired | N/A | (5,374) | $(411.80) | Common Stock Options | Stock Option Metric | Q1 2020 (in thousands) | Q1 2019 (in thousands) | |:---|:---|:---| | Stock compensation expense | $386 | $609 | | Stock Options | Dec 31, 2019 (shares) | Mar 31, 2020 (shares) | Weighted Average Exercise Price (Mar 31, 2020) | |:---|:---|:---|:---| | Outstanding | 505,050 | 486,050 | $14.83 | | Exercisable | N/A | 391,424 | $15.42 | CEO Inducement Award — Time Vested Option - CEO granted a time-vested option for **2,155,481 shares** at a $0.285 exercise price[87](index=87&type=chunk) | Time Vested Option Metric | Q1 2020 (in thousands) | |:---|:---| | Stock compensation expense | $18 | | Remaining stock compensation expense | $574 | | Remaining amortization period | 3.81 years | CEO Inducement Award — Performance-Based Option - CEO granted a performance-based option for **1,500,000 shares** vesting upon achieving cumulative EBITDA targets[91](index=91&type=chunk)[93](index=93&type=chunk) - As of March 31, 2020, **$414,000 of stock-based compensation expense** for this award remains unrecognized[93](index=93&type=chunk) [NOTE 9 — COMMITMENTS AND CONTINGENCIES](index=28&type=section&id=NOTE%209%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) Legal and Pension - Accrued **$140,000** for potential liability in a lawsuit filed by Hale Capital Partners, LP[95](index=95&type=chunk) | Pension Contributions | Q1 2020 (in thousands) | Q1 2019 (in thousands) | |:---|:---|:---| | UK Group Personal Pension Plan matching contributions | $43 | $33 | Nasdaq Compliance - Received Nasdaq notices for non-compliance with the **$1.00 minimum bid price rule**, with the compliance period extended to December 7, 2020[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - Received a **public reprimand from Nasdaq** for violating shareholder approval rules in a February 2020 equity offering[102](index=102&type=chunk)[103](index=103&type=chunk) - **Delisting from Nasdaq** could make it difficult to trade common stock and raise additional capital[104](index=104&type=chunk) [NOTE 10 — CONCENTRATIONS](index=30&type=section&id=NOTE%2010%20%E2%80%94%20CONCENTRATIONS) | Concentration Type | Q1 2020 | Q1 2019 | |:---|:---|:---| | Revenue from single customer | 16% ($854,000) | <10% | | Accounts receivable from one customer | 15% ($605,000) | 12% ($649,000) | | Inventory purchases from one vendor | 36% ($1,084,000) | 43% ($2,467,000) | | Accounts payable from top three vendors | 41% ($634k, $494k, $459k) | <10% for any single vendor | [NOTE 11 – REVENUE](index=30&type=section&id=NOTE%2011%20%E2%80%93%20REVENUE) | Revenue Category | Q1 2020 (in thousands) | Q1 2019 (in thousands) | % Change | |:---|:---|:---|:---| | **Total Revenue** | $5,352 | $8,206 | -34.8% | | **Primary Geographical Markets:** | | | | | North America | $2,076 | $3,919 | -47.0% | | Europe | $1,963 | $2,350 | -16.4% | | Asia | $105 | $1,390 | -92.4% | | Rest of World | $1,187 | $528 | 124.8% | | **Primary Revenue Source:** | | | | | Equipment sales | $4,980 | $7,561 | -34.2% | | Installation, integration and repairs | $329 | $601 | -45.2% | | Warranties | $43 | $44 | -2.3% | [NOTE 12 — SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2012%20%E2%80%94%20SUBSEQUENT%20EVENTS) - Received a **$1.2 million Paycheck Protection Program (PPP) loan** on April 10, 2020[112](index=112&type=chunk) | Warrant Exercises (Post Mar 31, 2020) | Quantity of Warrants Exercised | Quantity of Common Stock Issued | |:---|:---|:---| | Nov 2019 Equity Raise (Cashless) | 20,000 | 15,000 | | Feb 2020 Equity Raise (Cashless) | 9,547,836 | 7,160,877 | | Total | 9,567,836 | 7,175,877 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the adverse impact of COVID-19 on financial performance and outlines mitigation strategies for Q1 2020 [Potential Impacts of the COVID-19 Pandemic](index=32&type=section&id=Potential%20Impacts%20of%20the%20COVID-19%20Pandemic) - **COVID-19 has adversely affected operations**, leading to potential supplier limitations and delivery difficulties[117](index=117&type=chunk)[118](index=118&type=chunk) - Mitigation measures include reducing discretionary spending, streamlining staffing, and securing government assistance[119](index=119&type=chunk)[120](index=120&type=chunk) - The **cumulative effects of COVID-19** on operating results, cash flows, and financial condition are currently unassessable[119](index=119&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Overview of Business](index=33&type=section&id=Overview%20of%20Business) - Vislink Technologies' strategy is to deliver advanced wireless communications solutions for reliability, mobility, and performance[123](index=123&type=chunk) - The IMT subsidiary specializes in COFDM microwave communications for live broadcasting and surveillance markets[124](index=124&type=chunk)[125](index=125&type=chunk) - The Vislink subsidiary focuses on wireless capture and management of secure, high-quality live video for broadcast and law enforcement[126](index=126&type=chunk)[127](index=127&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Revenues | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Revenue, net | $5.4 | $8.2 | $(2.8) | -34% | - Revenue reduction is attributable to **supply chain issues** due to the COVID-19 pandemic and a decline in new orders[129](index=129&type=chunk) Cost of Revenue and Operating Expenses | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Cost of components and personnel | $2.8 | $4.1 | $(1.3) | -32% | - The decrease in cost of components and personnel is proportional to the revenue decline[130](index=130&type=chunk) General and Administrative Expenses | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | General and administrative expenses | $6.2 | $5.2 | $1.0 | 19% | - The increase was driven by **$0.7 million in foreign exchange losses** and $0.5 million in public entity expenditures[133](index=133&type=chunk) Research and Development Expenses | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Research and development expenses | $0.7 | $0.9 | $(0.2) | -22% | - The decrease was primarily due to reductions in consulting fees and miscellaneous research expenditures[137](index=137&type=chunk) Amortization and Depreciation | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Amortization and depreciation | $0.4 | $0.6 | $(0.2) | -33% | - The decline is attributed to an increase in fully depreciated long-lived assets[139](index=139&type=chunk) Other (Expense) Income | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Gain on settlement of related party obligations | $0.3 | $0.0 | $0.3 | 100% | | Interest expense | $0.0 | $0.4 | $(0.4) | -100% | - A **gain on settlement** resulted from negotiating a related party obligation for less than face value[140](index=140&type=chunk) - Interest expense decreased due to the **payoff of significant long-term debt** in fiscal year 2019[141](index=141&type=chunk) Net (Loss) Income | Metric | Q1 2020 (in millions) | Q1 2019 (in millions) | Change (in millions) | % Change | |:---|:---|:---|:---|:---| | Net (loss) income | $(4.4) | $(3.1) | $(1.3) | 42% | - The increase in net loss is mainly associated with the **decline in revenue** experienced in Q1 2020[142](index=142&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) Capital-raising events | Capital-Raising Event | Date | Gross Proceeds (approx.) | Purpose | |:---|:---|:---|:---| | Equity Financing (Nov 2019) | Nov 27, 2019 | $3,988,000 | Alleviate backorders, working capital | | Equity Financing (Feb 2020) | Feb 14, 2020 | $5,998,000 | Working capital, general corporate purposes | | Shelf Registration (Form S-3) | May 5, 2020 | Up to $100,000,000 | Future offerings | Paycheck Protection Program ("PPP") and Liquidity - Received a **$1.2 million PPP loan** on April 10, 2020, with a 1.00% interest rate[145](index=145&type=chunk) - Loan forgiveness is available for payroll, rent, and utilities, subject to conditions on headcount and salary reductions[146](index=146&type=chunk) - Combined capital raises and the PPP loan provide **sufficient funds for at least 12 months**, though future performance remains uncertain[147](index=147&type=chunk) Cash Flows | Cash Flow Activity | Q1 2020 (in thousands) | Q1 2019 (in thousands) | Change (in thousands) | |:---|:---|:---|:---| | Net cash used in operating activities | $(4,435) | $(1,564) | $(2,871) | | Net cash used in investing activities | $(97) | $(39) | $(58) | | Net cash provided by (used) in financing activities | $5,250 | $(85) | $5,335 | | Net increase (decrease) in cash | $722 | $(1,681) | $2,403 | - Operating cash flow was negatively impacted by increased inventory and decreased deferred revenue[151](index=151&type=chunk) - Financing cash flow was significantly boosted by **net proceeds from equity raises** and warrant exercises[154](index=154&type=chunk) [Nasdaq Compliance](index=38&type=section&id=Nasdaq%20Compliance) - Received Nasdaq notices for non-compliance with the **$1.00 minimum bid price rule**, with the compliance period extended to December 7, 2020[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) - Received a **public reprimand from Nasdaq** for violating shareholder approval rules in a February 2020 equity offering[160](index=160&type=chunk) - **Delisting from Nasdaq** could make it difficult to trade common stock and raise additional capital[161](index=161&type=chunk) [Off-Balance Sheet Arrangements](index=38&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company does not have any material off-balance sheet arrangements[162](index=162&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Vislink Technologies is not required to provide these disclosures - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[163](index=163&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective due to a lack of segregation of duties and material weaknesses [Evaluation of Disclosure Controls and Procedures](index=39&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures were **not effective** as of March 31, 2020, due to a lack of segregation of duties[165](index=165&type=chunk) - **Material weaknesses** in internal control over financial reporting, identified in the 2019 Form 10-K, continue to exist[167](index=167&type=chunk) - The company is materially dependent on limited accounting personnel and expects to make improvements as resources permit[166](index=166&type=chunk)[168](index=168&type=chunk) [Changes in Internal Controls](index=39&type=section&id=Changes%20in%20Internal%20Controls) - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2020[169](index=169&type=chunk) PART II: OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company had no material litigation matters pending as of March 31, 2020 - The company is subject to ordinary course litigation but had **no material litigation matters pending** as of March 31, 2020[172](index=172&type=chunk)[173](index=173&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Vislink Technologies is not required to provide detailed risk factors - As a smaller reporting company, the registrant is not required to provide risk factors[174](index=174&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities or use of proceeds to report[175](index=175&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report - No defaults upon senior securities to report[176](index=176&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[177](index=177&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) No material changes were made to the procedures for recommending Board of Director nominees - No material changes to procedures for security holders to recommend Board nominees[178](index=178&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (Sarbanes-Oxley Act Sections 302 and 906) and XBRL taxonomy documents[180](index=180&type=chunk)[186](index=186&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) The report was duly signed by the CEO and CFO on behalf of the company on May 27, 2020 - The report is signed by Carleton Miller (CEO) and Michael Bond (CFO) on **May 27, 2020**[184](index=184&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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) (State or other juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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) (Stat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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, 2019 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) Dela ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 ...