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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/24 Vislink Technologies, Inc. 8-K:5,9 1/15/24 12:350K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 46K 2: EX-10.1 Material Contract HTML 68K 3: EX-10.2 Material Contract HTML 51K 7: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- form8-k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- visl-20240115_lab XML 96K 6: EX-101.PRE XBRL Presentations -- visl-20240115_pre XML 64K 4: EX-101.SCH XBRL Schema -- visl-20240115 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001493152-24-003067-xbrl Zip 35K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i January 15, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-35988 | i 20-5856795 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
i 350 Clark Drive, i Suite 125
(Address of principal executive offices)
Registrant’s telephone number, including area code: i (908)- i 852-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, par value $0.00001 per share | i VISL | The i Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Christopher K. DeSalvo as Chief Financial Officer and Operations Vice President
On January 15, 2024, Christopher K. DeSalvo resigned as Chief Financial Officer and Operations Vice President of Vislink Technologies, Inc. (the “Company”).
Appointment of New Chief Financial Officer
Effective January 19, 2024, Michael C. Bond will immediately assume the duties as Chief Financial Officer of the Company.
Pursuant to an offer letter (the “Bond Offer Letter”), Mr. Bond will receive an annual base salary of $275,000 per year, and a discretionary bonus opportunity of up to 50% to 100% of base salary upon attainment of target and maximum performance measures to be set by the board of directors or compensation committee of the Company in accordance with the terms of any annual cash bonus incentive plan maintained for the Company’s key executive officers.
As Mr. Bond’s employment is on an “at-will” basis, the Company or Mr. Bond may terminate the employment relationship at any time, with or without notice and with or without cause. Upon termination of Mr. Bond’s employment for any reason, he will be entitled to severance in accordance with the Company’s standard policies.
Pursuant to an inducement award agreement (the “Inducement RSU Award Agreement”), Mr. Bond will receive an award of 29,055 restricted common stock units under Nasdaq Listing Rule 5635(c)(4) outside of the Company’s existing equity compensation plans (the “Inducement RSUs”). 9,406 RSUs are time-based and will vest as to one-half of such time-based Inducement RSUs on each anniversary date over a period of two years. The balance of the Inducement RSUs is performance-based and vest as follows, provided that Mr. Bond remains in continuous employment with the Company through the applicable vesting date: (i) 6,549 Inducement RSUs upon attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters; (ii) 6,550 Inducement RSUs upon attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters; and (iii) 6,550 Inducement RSUs upon attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. The issuance of the Inducement RSUs to Mr. Bond will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder.
Mr. Bond, 62, was the Chief Financial Officer of the Company from February 2020 until March 2023. Previously, Mr. Bond served as a consultant to several companies, including the Company, from 2016 to January 2020. He was the Chief Financial Officer of Pulse Electronics Corporation (“Pulse”) from 2013 until 2016. Prior to such time, Mr. Bond held the positions of Vice President and Treasurer of Pulse from 2011 to 2013. From 2008 to 2011, Mr. Bond was Senior Consultant and Principal at Clear Strategic Solutions, Inc., a financial and corporate development consulting firm. Mr. Bond is an experienced financial executive with over 30 years of experience, including as Head of Corporate Development and Mergers and Acquisitions at Lucent Technologies, and held similar roles at Avaya and AT&T. Mr. Bond has also held the positions of Senior Auditor at Deloitte, and Corporate Controller and VP of Finance at the Brookwood Companies, Inc. and at Bellwether, Inc.
There are no arrangements or understandings between Mr. Bond and any other persons pursuant to which he was appointed as Chief Financial Officer of the Company. There are also no family relationships between Mr. Bond and any director or executive officer of the Company, and except as previously disclosed, he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Offer Letter by and between the Company and Michael Bond, dated as of January 17, 2024 | |
| 10.2 | Inducement RSU Award Agreement between the Company and Michael Bond, dated as of January 19, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISLINK TECHNOLOGIES, INC. | ||
| Date: January 19, 2024 | ||
| By: | /s/ Carleton M. Miller | |
| Name: | Carleton M. Miller | |
| Title: | Chief Executive Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/26 | None on these Dates | |||
| Filed on: | 1/19/24 | |||
| For Period end: | 1/15/24 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/03/24 Vislink Technologies, Inc. 10-K 12/31/23 123:13M M2 Compliance LLC/FA |