Item 1.01. Entry into a Material Definitive Agreement

On February 4, 2021, Vislink Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with certain institutional purchasers (the "Purchasers"), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Offering"), an aggregate of 18,181,820 shares of its common stock (the "Shares") and warrants (the "Warrants") to purchase up to 9,090,910 shares of common stock at an exercise price of $3.25 for aggregate gross proceeds of approximately $50 million. Each Share and accompanying Warrant to purchase one half of a Share is being offered and sold at a combined offering price of $2.75. The Shares and the accompanying Warrants can only be purchased together, but will be issued separately and will be immediately separable upon issuance. The Warrants will be immediately exercisable and will expire five years from the date of issuance. The closing of the Offering is expected to occur on or about February 8, 2021, subject to the satisfaction of customary closing conditions.

The Offering is being conducted pursuant to a placement agency agreement between the Company and A.G.P./Alliance Global Partners ("AGP"). The Company has agreed to pay AGP a fee equal to 6% of the aggregate purchase price paid by the Purchasers and certain expenses.

The foregoing summary of the Agreement and the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of form of Agreement and form of Warrant filed as Exhibits 10.1 and 4.1 respectively, to this Current Report on Form 8-K, which are incorporated herein by reference. The Company is filing the opinion of its counsel, Dentons US LLP, relating to the legality of the issuance and sale of the Shares and the Warrants and the Shares underlying the Warrants as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Company's registration statements on Form S-3 (File No. 333-238013 and 333-252713).

The form of Agreement has been filed to provide information regarding its terms. It is not intended to provide any other factual information about the Company or the actual conduct of its businesses. The form of Agreement contains representations and warranties that are the product of negotiations among the parties thereto, and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties in the form of Agreement may not constitute the actual state of facts about the Company.




Item 8.01 Other Events

On February 4, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 8.01 by reference.

Since September 30, 2020, the Company issued 10,198,287 shares of its common stock and received gross proceeds of approximately $18 million from sales of such stock to or through AGP, acting as sales agent, in accordance with the terms of a sales agreement dated May 5, 2020 entered into with AGP. As of February 4, 2021, the Company had the right to sell up to approximately $3.4 million of additional shares of common stock under that sales agreement, and had 27,459,229 shares of common stock issued and outstanding, which does not include the shares to be issued at the closing of the Offering.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit   Description
  No.
4.1         Form of Warrant
5.1         Opinion of Dentons US LLP
10.1        Form of Securities Purchase Agreement
23.1        Consent of Dentons US LLP (contained in Exhibit 5.1 hereto)
99.1        Press Release dated February 4, 2021 announcing the pricing of
          registered direct offering

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