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EX-10.1 - Vislink Technologies, Inc.ex10-1.htm






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 24, 2020


Vislink Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware   001-35988   20-5856795
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


1515 Ringling Blvd., Suite 310, Sarasota, FL   34236
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (941) 953-9035



(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):


  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001 per share   VISL   The 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).


Emerging Growth Company [  ]


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 1.01 Entry into a Material Definitive Agreement.


On February 25, 2020, Vislink Technologies, Inc. (the “Company”) and MB Merchant Group, LLC (“MBMG”) entered into a letter agreement (the “MBMG Agreement”), pursuant to which the Company and MBMG agreed to amend and restate certain service agreements previously entered into with MBMG as well as its predecessor entity (the “MBMG Agreements”). Pursuant to the MBMG Agreement, MBMG has agreed to provide only the following services to the Company: (i) to conduct merger and acquisition searches, negotiating and structuring deal terms and other related services in connection with closing suitable acquisitions for the Company, and (ii) to seek and secure financing for the Company, except in those regions in which the Company had previously appointed a business representative to exclusively seek such opportunities, and subject in each case to prior approval by the Company’s Chief Executive Officer on a case-by-case basis (collectively, the “MBMG Services”). Pursuant to the MBMG Agreement, MBMG will no longer provide strategic planning and financial structuring services or technical consulting services, review patent applications or provide consulting services with respect to certain legal matters.


Pursuant to the MBMG Agreement, in consideration for the MBMG Services, the Company agreed to compensate MBMG through payment of: (i) an acquisition fee equal to (A) the greater of $250,000 or 6% of the total acquisition price for deals in which the total consideration paid by the Company is less than $50 million; (B) $3,000,000 plus 4% of the consideration paid by the Company in excess of $50 million for deals in which the total consideration paid by the Company is between $50 million and $100 million; (C) $5,000,000 plus 2% of the consideration paid by the Company in excess of $100 million for deals in which the total consideration paid by the Company is between $100 million and $400 million; or (D) $10,200,000 plus 1.1% of the consideration paid by the Company in excess of $400 million for deals in which the total consideration paid by the Company exceeds $400 million; (ii) a success-based due diligence fee of $250,000 on successfully closed deals, (iii) a waivable success-based finance fee of 2% of the acquisition price and (iv) an incentive fee of 5% of an external advisor’s higher valuation of an acquisition, with such fees subject to a customary 12-month tail period in the event of termination of the MBMG Agreement. The MBMG Agreement further provides that (x) MBMG shall have the option to convert up to 50% of all such fees into the Company’s common stock so long as a receivable remains outstanding, convertible at a fixed price of 110% of the lower of the price of such shares on the day of closing or such price in connection with any acquisition financing, as applicable; (y) the Company will no longer compensate MBMG through, among other discontinued fees, a $50,000 monthly consulting fee that would have been due pursuant to the MBMG Agreements and (z) in full satisfaction of specified claims arising out of the MBMG Agreements, the Company shall pay MBMG $420,000, with $200,000 to be paid within three days of the execution of the MBMG Agreement and $220,000 to be paid within 30 days of such execution.


MBMG is an affiliate of Richard L. Mooers, a director of the Company, and Roger G. Branton, a director and the Chief Financial Officer of the Company.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Payne Separation Agreement


On February 24, 2020, John Payne agreed to step down from his role as the Company’s President and Chief Operating Officer and is expected to conclude his employment with the Company on March 19, 2020. The Company expects to enter into a separation agreement with Mr. Payne in connection with the conclusion of his employment (the “Payne Separation Agreement”). Provided that Mr. Payne executes the Payne Separation Agreement and does not revoke the Payne Separation Agreement within seven days thereof, the Payne Separation Agreement is expected to provide that Mr. Payne will be entitled to receive severance in the form of six (6) months of salary continuation for an aggregate amount of $175,000. Mr. Payne will begin a transitional role until his expected March 19, 2020 separation date. Mr. Payne’s anticipated departure from the Company is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices. In connection with the foregoing, the board of directors of the Company has decided to appoint Carleton M. Miller, the Company’s Chief Executive Officer, to the additional position of President of the Company, effective upon Mr. Payne’s departure from the Company on March 19, 2020.


The foregoing description of the Payne Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Form of Payne Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 9.01 Exhibits


Exhibit No.   Description
10.1   Form of Separation Agreement by to be executed by the Company and John Payne upon the conclusion of John Payne’s employment






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.


Date: February 27, 2020 VISLINK TECHNOLOGIES, INC.
  By: /s/ Carleton M. Miller
  Name: Carleton M. Miller
  Title: Chief Executive Officer