UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 jur ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Vislink Technologies provides live video and data solutions for broadcast, military, and satellite markets, implementing cost reductions and product integration - The company operates in three main sectors: **Live Broadcast**, **Military and Government (Mil/Gov)**, and **Satellite Communications**, providing end-to-end video transmission solutions[18](index=18&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - In 2020, the company implemented significant cost reduction initiatives, including workforce reductions and reduced discretionary spending, projecting annual savings of approximately **$5.0 million**[24](index=24&type=chunk) - A key strategy involves leveraging the integrated **IMT and Vislink product lines** to offer an expanded suite of products across international and domestic markets, covering both licensed and non-licensed spectrum solutions[27](index=27&type=chunk) - As of December 31, 2020, the company held **36 granted patents** in the U.S. and **12 internationally**[52](index=52&type=chunk) - As of December 31, 2020, the company employed **109 full-time employees**, contractors, or consultants[59](index=59&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from the COVID-19 pandemic, recurring operating losses, potential Nasdaq delisting, internal control weaknesses, and supply chain dependencies - The company's financial statements include disclosures regarding liquidity and financial condition due to recurring operating losses and cash used from operations; for the year ended Dec 31, 2020, the operating loss was approximately **$17.9 million**[66](index=66&type=chunk)[71](index=71&type=chunk) - The company acknowledges **material weaknesses** in its financial reporting controls, including ineffective risk assessment, challenges in integrating accounting systems from acquisitions, and limitations in accounting personnel due to workforce reductions and the COVID-19 pandemic[88](index=88&type=chunk)[92](index=92&type=chunk)[96](index=96&type=chunk) - The **COVID-19 pandemic** has negatively impacted business, financial condition, and operating results, and the company cannot predict the full extent of future impacts[67](index=67&type=chunk)[68](index=68&type=chunk) - The company faces risks of **delisting from Nasdaq** if it fails to comply with continued listing requirements; it previously received a letter of reprimand in April 2020 for non-compliance with Listing Rule 5635(d)[73](index=73&type=chunk)[74](index=74&type=chunk) - The company relies on a **limited number of suppliers** for several components and does not have long-term contracts, which could disrupt manufacturing if a supplier is lost[102](index=102&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[147](index=147&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) The company leases all properties, renegotiating several in 2020 to reduce costs, including headquarters and facilities in the UK and Singapore Key Leased Properties and Annual Rent | Location | Details | Annual Rent (Approx.) | | :--- | :--- | :--- | | **Hackettstown, NJ** | Headquarters, new one-year lease effective May 1, 2020 | $239,000 | | **Billerica, MA** | New lease effective March 24, 2020, reducing space by ~79% | $95,000 | | **Singapore** | New lease effective August 10, 2020 | $30,500 | | **Hemel, UK** | Lease extended to October 27, 2023 | $175,000 | | **Colchester, UK** | Lease expires March 24, 2025 | $275,000 | [Legal Proceedings](index=35&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material litigation, nor is it aware of any pending or threatened litigation that would materially affect its business - As of the report date, the company is **not a party to any material litigation**[153](index=153&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[154](index=154&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Vislink's common stock trades on Nasdaq under 'VISL', with 45.65 million shares outstanding as of March 2021, and the company has never paid cash dividends - The company's common stock trades on the **Nasdaq Capital Market** under the ticker 'VISL'[156](index=156&type=chunk) - As of March 29, 2021, there were **45,652,249 shares** of common stock outstanding[156](index=156&type=chunk) - The company has **never declared or paid a cash dividend** and does not expect to in the foreseeable future[158](index=158&type=chunk) [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, Vislink is not required to provide disclosures for this item - Disclosure under this item is **not required** as the company is a smaller reporting company[161](index=161&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Conditions%20and%20Results%20of%20Operations) In 2020, revenue decreased 21% to $22.9 million due to COVID-19, while net loss slightly improved to $17.6 million, driven by cost savings and significant post-year-end equity financing Consolidated Results of Operations (in thousands) | | 2020 | 2019 | | :--- | :--- | :--- | | **Revenue** | **$22,882** | **$28,942** | | Cost of components and personnel | $13,867 | $15,741 | | General and administrative expenses | $17,024 | $20,099 | | Impairment of inventory | $3,801 | $0 | | Impairment of right-of-use assets | $895 | $0 | | **Loss from operations** | **($17,888)** | **($17,200)** | | Interest expense, net | ($121) | ($1,878) | | **Net loss** | **($17,575)** | **($18,047)** | - Revenue decreased by **$6.0 million (21%)** in 2020 compared to 2019, attributed to the negative impacts of the COVID-19 pandemic on the international marketplace[177](index=177&type=chunk)[178](index=178&type=chunk) - The company's cash position improved significantly after year-end, from **$5.2 million** on December 31, 2020, to approximately **$59.3 million** on April 14, 2021, due to subsequent equity financing[199](index=199&type=chunk)[304](index=304&type=chunk) Cash Flow Summary (in thousands) | | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | ($14,354) | ($8,355) | | Net cash used in investing activities | ($258) | ($425) | | Net cash provided by financing activities | $17,998 | $8,519 | | **Net increase (decrease) in cash** | **$3,453** | **($268)** | [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Vislink is not required to provide disclosures for this item - Disclosure under this item is **not required** as the company is a smaller reporting company[237](index=237&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's audited financial statements and notes are filed starting on page F-1 of the report - The company's audited financial statements and notes are filed starting on page **F-1**[238](index=238&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=49&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[239](index=239&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of December 31, 2020, due to material weaknesses in internal control over financial reporting, including ineffective risk assessment and integration challenges - Management concluded that the company's internal control over financial reporting was **not effective** as of December 31, 2020[241](index=241&type=chunk)[91](index=91&type=chunk) - Identified material weaknesses include: (1) **Ineffective risk assessment** and monitoring of internal controls (2) Risks related to **integrating information from various accounting systems** post-acquisitions (3) **Delays and limitations in accounting personnel** due to the COVID-19 pandemic and workforce reductions[248](index=248&type=chunk)[253](index=253&type=chunk) - The company plans to **remediate these weaknesses** by appointing additional qualified personnel and adopting more robust written policies as resources become available and it moves towards a more unified accounting system[245](index=245&type=chunk)[249](index=249&type=chunk) [Other Information](index=51&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[253](index=253&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, and Other Matters](index=52&type=section&id=Item%2010%2C%2011%2C%2012%2C%2013%2C%2014) Information for Items 10 through 14 is incorporated by reference from the company's forthcoming 2021 proxy statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the forthcoming 2021 proxy statement[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=53&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including financial statements and various agreements, with financial schedules omitted as not applicable - The section provides a **detailed index of all exhibits** filed with the report, including charter documents, material contracts, and certifications[262](index=262&type=chunk)[264](index=264&type=chunk) - Financial statement schedules were **omitted** because they were not applicable or the information was already included in the financial statements or notes[262](index=262&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=61&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the financial statements, highlighting a critical audit matter regarding inventory valuation adjustments - The auditor's opinion is that the financial statements are **fairly presented** in conformity with U.S. GAAP[276](index=276&type=chunk) - A **Critical Audit Matter** was identified related to the 'Evaluation of Net Realizable Value Adjustments to Inventories for Excess or Obsolescence' due to the high degree of judgment involved in management's estimates[281](index=281&type=chunk)[283](index=283&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a decrease in total assets and liabilities, a slight improvement in net loss to $17.6 million, and a net cash increase driven by financing activities Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Total current assets** | **$16,515** | **$16,785** | | **Total assets** | **$20,651** | **$23,604** | | Total current liabilities | $8,846 | $13,212 | | **Total liabilities** | **$10,654** | **$14,375** | | **Total stockholders' equity** | **$9,997** | **$9,229** | Consolidated Statement of Operations Data (in thousands) | | For the Year Ended Dec 31, 2020 | For the Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Revenue, net | $22,882 | $28,942 | | Loss from operations | ($17,888) | ($17,200) | | **Net loss** | **($17,575)** | **($18,047)** | | Basic and diluted loss per share | ($1.19) | ($12.08) | [Notes to Consolidated Financial Statements](index=68&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail liquidity, significant equity events including a reverse stock split and financings, lease impairments, legal settlements, and a crucial post-year-end $50 million capital raise - Despite a **$17.9 million operating loss** in 2020, management believes it has **sufficient funds** to continue operations for at least 12 months, primarily due to significant capital raised after the fiscal year-end[304](index=304&type=chunk)[309](index=309&type=chunk) - The company executed a **1-for-6 reverse stock split** effective July 31, 2020; all share and per-share amounts have been retroactively adjusted[439](index=439&type=chunk) - In 2020, the company recorded a **$3.8 million impairment charge** on inventory due to the elimination of specific product lines and an **$895,000 impairment** on right-of-use lease assets due to facility consolidations[377](index=377&type=chunk)[406](index=406&type=chunk) - The company has significant federal net operating loss (NOL) carryforwards of approximately **$177.5 million**, but a **full valuation allowance** has been recorded against the related deferred tax assets due to uncertainty of realization[508](index=508&type=chunk)[509](index=509&type=chunk) - Subsequent to year-end, on February 8, 2021, the company closed an equity financing for gross proceeds of approximately **$50 million**, significantly strengthening its balance sheet[518](index=518&type=chunk)

[PART I: FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the nine months ended September 30, 2020, show decreased revenue but a narrowed net loss due to reduced operating expenses, with significant cash inflow from financing activities [Condensed Consolidated Balance Sheets](index=5&type=page&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2020, total assets slightly decreased to $23.3 million, while total liabilities significantly reduced to $9.7 million, leading to increased stockholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | Sep 30, 2020 (unaudited, in thousands) | Dec 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,123 | $1,737 | | Total current assets | $17,682 | $16,785 | | Total assets | $23,302 | $23,604 | | **Liabilities & Equity** | | | | Total current liabilities | $7,678 | $13,212 | | Total liabilities | $9,701 | $14,375 | | Total stockholders' equity | $13,601 | $9,229 | | Total liabilities and stockholders' equity | $23,302 | $23,604 | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=page&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the nine months ended September 30, 2020, revenue decreased by 22% to $16.1 million, but the net loss narrowed to $8.0 million due to reduced operating expenses, improving loss per share Statement of Operations Highlights (in thousands, except per share data) | Metric | Nine Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2019 (in thousands) | | :--- | :--- | :--- | | Revenue | $16,138 | $20,565 | | Loss from operations | $(8,236) | $(10,774) | | Net loss | $(8,001) | $(11,660) | | Basic and diluted loss per share | $(0.61) | $(12.77) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=page&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2020, cash used in operations increased to $10.7 million, offset by $12.3 million from financing activities, resulting in a $1.4 million net cash increase Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2019 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(10,698) | $(6,144) | | Net cash used in investing activities | $(227) | $(381) | | Net cash provided in financing activities | $12,294 | $5,026 | | Net increase (decrease) in cash | $1,386 | $(1,500) | | Cash, end of period | $3,123 | $505 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=page&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail business operations, accounting policies, liquidity, and financial condition, highlighting COVID-19 impact, capital raises, a PPP loan, cost savings, and subsequent legal proceedings - The company specializes in live video collection and delivery for broadcast, military, and government markets, with extensive global installations[23](index=23&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - The company incurred an operating loss of **$8.2 million** and used **$10.7 million** in cash from operations for the nine months ended Sep 30, 2020. Management believes it has sufficient funds for the next 12 months due to cost reductions, a PPP loan, and capital raises[62](index=62&type=chunk)[66](index=66&type=chunk) - The company received a **$1.168 million** loan under the Paycheck Protection Program (PPP) on April 10, 2020, with a **1%** interest rate and a two-year maturity[73](index=73&type=chunk) - Subsequent to the quarter end, the company raised an additional **$5.1 million** in net proceeds from stock issuance, settled a lawsuit for **$50,000**, and faced two new lawsuits regarding patent infringement and non-payment for products[135](index=135&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 22% revenue decline to non-recurring 2019 orders and COVID-19, while net loss decreased by 32% due to cost savings, with liquidity bolstered by equity financings and a PPP loan - The COVID-19 pandemic has not significantly affected worldwide sales or supply chains, but did decrease order intake in the live production market during Q3 2020[144](index=144&type=chunk)[146](index=146&type=chunk) Revenue Comparison (in millions) | Period | 2020 (in millions) | 2019 (in millions) | Change (in millions) | % Change | | :--- | :--- | :--- | :--- | :--- | | Three months ended Sep 30 | $4.8 | $5.0 | $(0.2) | -4% | | Nine months ended Sep 30 | $16.1 | $20.6 | $(4.5) | -22% | - General and administrative expenses for the nine months ended Sep 30, 2020 decreased by **$3.4 million (21%)** YoY, driven by reductions in salaries, stock-based compensation, and freight costs[162](index=162&type=chunk)[164](index=164&type=chunk) - Research and development expenses for the nine months ended Sep 30, 2020 decreased by **$0.8 million (31%)** YoY, mainly due to a **$0.7 million** reduction in salaries and benefits[167](index=167&type=chunk)[169](index=169&type=chunk) - The company implemented liquidity preservation actions including proactive spending reductions projected to save approximately **$5.0 million** in fiscal 2020 and renegotiated leases to lower rental fees by about **81%** at its Hackettstown, NJ locations[179](index=179&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, Vislink is exempt from providing quantitative and qualitative disclosures about market risk[191](index=191&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified material weaknesses in disclosure controls and internal control over financial reporting due to a lack of segregation of duties, relying on oversight and external professionals for mitigation - Management identified control deficiencies and material weaknesses related to a lack of segregation of duties due to the small size of the accounting staff[193](index=193&type=chunk) - To mitigate the control weaknesses, the company relies on direct management oversight and the use of experienced external legal and accounting professionals[194](index=194&type=chunk) - The company plans to improve controls by moving towards a more unified accounting and enterprise resource planning system in 2020 and 2021[195](index=195&type=chunk) [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) As of September 30, 2020, no material litigation was pending, though two new lawsuits were filed against the company in October 2020 - As of the quarter-end date, September 30, 2020, the company had no pending litigation matters it viewed as material[201](index=201&type=chunk) - Subsequent to the quarter, in October 2020, the company was sued by Harmony Licensing LLC for patent infringement and by Macnica GmbH for alleged non-payment of approximately **$1.043 million**[138](index=138&type=chunk)[139](index=139&type=chunk) [Risk Factors](index=46&type=page&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Vislink Technologies, Inc. is not required to provide the information requested by this item - The company is not required to provide risk factors as it qualifies as a smaller reporting company[202](index=202&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported[203](index=203&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[204](index=204&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[205](index=205&type=chunk) [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) No material changes were reported regarding the procedures for security holders to recommend nominees to the Board of Directors - No material changes were reported regarding the procedures for security holders to recommend nominees to the Board of Directors[206](index=206&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications (Sections 302 and 906 of Sarbanes-Oxley Act) and XBRL interactive data files[208](index=208&type=chunk) [Signatures](index=48&type=section&id=SIGNATURES)

Financial Data and Key Metrics Changes - Revenues for Q2 2020 were $6 million, an increase of 11% from Q1 2020's $5.4 million, but a decrease from $7.4 million in Q2 2019 [10] - Gross margins improved to 59.6% in Q2 2020 from 47% in Q1 2020 and 52.1% in Q2 2019 [10] - Net loss narrowed to $778,000 or $0.05 per share in Q2 2020, compared to a net loss of $4.4 million or $0.09 per share in Q1 2020 and $3.6 million or $10.07 per share in Q2 2019 [11] - EBITDA improved to a negative $421,000 in Q2 2020 from negative $3.9 million in Q1 2020 and negative $1.9 million in Q2 2019 [13] - Cash balance increased to $5.1 million at the end of Q2 2020 from $2.5 million at the end of Q1 2020 [13] Business Line Data and Key Metrics Changes - The company focused on four key areas: live production, military government, satellite, and managed services, which represent significant growth opportunities [6] - The Satcom business was revitalized with new leadership and a product roadmap, resulting in eight product modifications [6] - The service business is expected to grow significantly, particularly in extended warranty and preventive maintenance [24] Market Data and Key Metrics Changes - The broadcast live production market faced challenges due to reduced live sporting events, impacting spending by broadcasters [22] - Increased quoting activity was noted in motorsport product offerings as racing series resumed [22] - The MilGov market saw increased sales focus on OEMs, with several large orders shifting from Q2 to Q3 due to COVID-19 uncertainty [23] - The current sales funnel for the Satcom business exceeds $70 million with several multiyear deals [23] Company Strategy and Development Direction - The company is in Phase II of its turnaround strategy, focusing on fiscal discipline, cost management, and cash conservation [15] - Plans include streamlining operations, improving supply chain responsiveness, and enhancing customer engagement [16][19] - The company aims to explore inorganic growth opportunities while complementing organic growth in traditional sectors [20] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by COVID-19 but expressed optimism about the company's improved position for growth and profitability [14] - The company is focused on maintaining operations and ensuring employee safety during the pandemic [34] - Management sees opportunities in the broadcast market and expects growth in the service business, particularly with existing customers [32][45] Other Important Information - The company reported no long-term debt, indicating improved financial stability [8] - A new trade-in and trade-up sales campaign generated over $5 million in opportunities within two and a half weeks [17] Q&A Session Summary Question: How has the pandemic affected the recent quarter? - Management noted that many customers were shut down or in quarantine, leading to halted or shifted activities, but activity began to pick up in June [27][28] Question: What is the focus for the second phase of the turnaround? - The focus is on maintaining financial discipline, managing costs, and increasing R&D to meet customer needs [38] Question: Is Vislink positioned to benefit from increased defense spending in Europe? - Management confirmed that there are growth opportunities in NATO countries and emphasized the potential in RF communication for military applications [40] Question: How has over-the-top affected the business? - Over-the-top is seen as a long-term tailwind, but COVID-19 has limited live events, impacting expected growth [42] Question: What marketing strategies are in place to increase revenue? - The company is focusing on re-engaging its existing customer base of over 9,000 and has seen positive responses from outreach programs [45]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2020 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) Washington, DC 20549 (State ...

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 ...