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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ 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

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

350 Clark Drive, Suite 125,

Mt. Olive, NJ 07828

(Address of Principal Executive Offices)

(908) 852-3700

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such a shorter period than the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by a checkmark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 2,~~448~~463,~~482~~458 shares of its common stock outstanding as of ~~May~~August 129, 2024.

VISLINK TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

For the ~~three~~six months ended ~~March~~June 3130, 2024

	Page Number
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2324
Item 4. Controls and Procedures	2324
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2425
Item 1A. Risk Factors	2425
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3. Defaults Upon Senior Securities	2425
Item 4. Mine Safety Disclosures	2425
Item 5. Other Information	2425
Item 6. Exhibits	2526
SIGNATURES	2627

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	3
Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three months ended March 31, 2024, and 2023	4
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss for the three and six months ended June 30, 2024, and 2023	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2024, and 2023	5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024	5
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023	6
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024, and 2023	7
Notes to Unaudited Condensed Consolidated Financial Statements	9

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (the “Report”) contains forward-looking statements regarding our business, financial condition, results of operations, and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar words and phrases are intended to identify forward-looking statements. However, this report does not include an all-inclusive list of words or phrases identifying forward-looking statements. Also, all information concerning future matters is forward-looking statements.

Although forward-looking statements in this Report reflect our management’s good faith judgment, such information is based on facts and circumstances the Company currently knows. Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from those discussed in or anticipated by the forward-looking statements. Without limitation, factors that could cause or contribute to such differences in results and outcomes include those discussed in this Report.

The Company files reports with the Securities and Exchange Commission (“SEC”), and those reports are available free of charge on our website (www.vislink.com). The reports available include our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, which are available as soon as reasonably practicable after the Company electronically files such materials or furnishes them to the SEC. You can also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can obtain additional information about the Public Reference Room’s operation by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site (www.sec.gov) containing reports, proxies, information statements, and other information regarding issuers who file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this Report. We urge you to carefully review and consider all the disclosures made in this Report.

REFERENCES TO VISLINK

In this Quarterly Report, unless otherwise stated or the context otherwise indicates, references to “VISL,” “Vislink,” “the Company,” “the Corporation,” “we,” “us,” “our,” and similar references refer to Vislink Technologies, Inc., a Delaware corporation.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(unaudited)
ASSETS
Current assets
Cash	$	7,959		$	8,482
Cash and cash equivalents	$	5,649		$	8,482
Accounts receivable, net		9,~~015~~517			8,680
Inventories, net		14,~~866~~883			14,029
Investments held to maturity		5,~~799~~886			5,731
Prepaid expenses and other current assets		12,~~726~~295			1,560
Total current assets		3938,~~365~~230			38,482
Right of use assets, operating leases		~~1,134~~995			742
Property and equipment, net		12,~~912~~053			1,902
Intangible assets, net		3,~~579~~292			3,866
Total assets	$	4544,~~990~~570		$	44,992
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	34,~~533~~172		$	3,183
Accrued expenses		1,~~403~~669			1,578
Operating lease obligations, current		728			463
Notes payable		398			—
Customer deposits and deferred revenue		2,546			1,490
Operating lease obligations, current		744			463
Total current liabilities		8,210			6,714
Customer deposits and deferred revenue		2,261			1,490
Operating lease obligations, net of current portion		847			755
Total current liabilities		9,244			6,714
Deferred tax liabilities		490			546
Operating lease obligations, net of current portion		655			755
Total liabilities		9,547			8,015
Deferred tax liabilities		436			546
Total liabilities		10,335			8,015
Commitments and contingencies (See Note 11)		-			-
Stockholders’ equity
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on March 31, 2024, and December 31, 2023, respectively; -0- shares issued and outstanding on March 31, 2024, and December 31, 2023, respectively.		—			—
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on June 30, 2024, and December 31, 2023, respectively; -0- shares issued and outstanding on June 30, 2024, and December 31, 2023, respectively.		—			—
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on March 31, 2024, and December 31, 2023, respectively: Common stock, 2,452,482 and 2,439,923 were issued, and 2,452,349 and 2,439,790 were outstanding on March 31, 2024, and December 31, 2023, respectively.		—			—
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on June 30, 2024, and December 31, 2023, respectively: Common stock, 2,452,482 and 2,439,923 were issued, and 2,452,349 and 2,439,790 were outstanding on June 30, 2024, and December 31, 2023, respectively.		—			—
Additional paid-in capital		348,~~131~~349			347,507
Accumulated other comprehensive loss		(1,~~237~~393	)		(1,027	)
Treasury stock, at cost – 133 shares as of March 31, 2024, and December 31, 2023, respectively		(277	)		(277	)
Treasury stock, at cost – 133 shares as of June 30, 2024, and December 31, 2023, respectively		(277	)		(277	)
Accumulated deficit		(~~310~~312,~~174~~444	)		(309,226	)
Total stockholders’ equity		3634,~~443~~235			36,977
Total liabilities and stockholders’ equity	$	4544,~~990~~570		$	44,992

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
OTHER COMPREHENSIVE LOSS
(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)

	2024			2023			2024			2023
	For the Three Months Ended						For the Six Months Ended
	March 31,
	June 30,						June 30,
	2024			2023			2024			2023
Revenue, net	$	8,~~598~~702		$	75,~~188~~043		$	17,300		$	12,231
Cost of revenue and operating expenses
Cost of components and personnel		3,~~555~~806			32,~~314~~361			7,361			5,675
Inventory valuation adjustments		~~201~~233			~~129~~175			434			304
General and administrative expenses		5,~~294~~918			54,~~028~~679			11,212			9,707
Research and development expenses		~~799~~966			~~767~~908			1,765			1,675
Amortization and depreciation		347			298
Depreciation and amortization		343			304			690			602
Total cost of revenue and operating expenses		1011,~~196~~266			98,~~536~~427			21,462			17,963
Loss from operations		(12,~~598~~564	)		(23,~~348~~384	)		(4,162	)		(5,732	)
Other income (expense)
Unrealized gain (loss) on investments in debt securities		63			(28	)
Unrealized gain (loss) on investments held to maturity		82			(35	)		145			(63	)
Other income		375			341
Other income (loss)		(1	)		(11	)		374			330
Dividend income		6672			91128			138			219
Interest income, net		9187			~~133~~220			178			353
Total other income (expense)		595			537
Total other income		240			302			835			839
Net loss before income taxes		(12,~~003~~324	)		(13,~~811~~082	)		(3,327	)		(4,893	)
Income taxes
Deferred tax benefits		5554			5554			109			109
Net loss	$	(~~948~~2,270	)	$	(13,~~756~~028	)	$	(3,218	)	$	(4,784	)
Basic and diluted loss per share	$	(0.3993	)	$	(01.7427	)	$	(1.31	)	$	(2.02	)
Weighted average number of shares outstanding:
Basic and diluted		2,~~444~~452			2,~~375~~377			2,448			2,374
Comprehensive loss:
Net loss	$	(~~948~~2,270	)	$	(13,~~756~~028	)	$	(3,218	)	$	(4,784	)
Unrealized gain (loss) on currency translation adjustment		(~~210~~156	)		~~155~~145			(366	)		300
Comprehensive loss	$	(12,~~158~~426	)	$	(12,~~601~~883	)	$	(3,584	)	$	(4,484	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024~~, AND 2023~~

(IN THOUSANDS, EXCEPT SHARE DATA)

Three months ended ~~March~~June 3130, 2024:

	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Stock			Deficit			Total
											Accumulated
	Series A								Additional		Other
	Preferred Stock				Common Stock				Paid In		Comprehensive			Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Stock			Deficit			Total
Balance, January 1, 2024		—	$	—		2,439,923	$	—	$	347,507	$	(1,027	)	$	(277	)	$	(309,226	)	$	36,977
Net loss		—		—		—		—		—		—			—			(948	)		(948	)
Unrealized loss on currency translation adjustment		—		—		—		—		—		(210	)		—			—			(210	)
Issuance of common stock in connection with:
Compensation awards for services previously accrued		—		—		8,000		—		160		—			—			—			160
Satisfaction with the conversion of restricted stock unit awards		—		—		4,559		—		—		—			—			—			—
Stock-based compensation		—		—		—		—		464		—			—			—			464
Balance, March 31, 2024		—	$	—		2,452,482	$	—	$	348,131	$	(1,237	)	$	(277	)	$	(310,174	)	$	36,443
Balance		—	$	—		2,452,482	$	—	$	348,131	$	(1,237	)	$	(277	)	$	(310,174	)	$	36,443
Net loss		—		—		—		—		—		—			—			(2,270	)		(2,270	)
Unrealized loss on currency translation adjustment		—		—		—		—		—		(156	)		—			—			(156	)
Issuance of common stock in connection with:
Compensation awards for services previously accrued		—		—		—		—		—		—			—			—			—
Satisfaction with the conversion of restricted stock unit awards		—		—		—		—		—		—			—			—			—
Stock-based compensation		—		—		—		—		218		—			—			—			218
Balance, June 30, 2024		—	$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235
Balance		—	$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235

~~Three~~Six months ended ~~March~~June 3130, ~~2023~~2024:

												Accumulated
	Series A									Additional		Other
	Preferred Stock					Common Stock				Paid In		Comprehensive			Treasury			Accumulated
	Shares			Amount		Shares		Amount		Capital		Income (Loss)			Stock			Deficit			Total
Balance, January 1, 2023		47,419		$	—		2,370,948	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Balance, January 1, 2024		—		$	—		2,439,923	$	—	$	347,507	$	(1,027	)	$	(277	)	$	(309,226	)	$	36,977
Balance		47,419		$	—		2,370,948	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Net loss		—			—		—		—		—		—			—			(3,218	)		(3,218	)
Net loss		—			—		—		—		—		—			—			(1,756	)		(1,756	)
Unrealized loss on currency translation adjustment		—			—		—		—		—		(366	)		—			—			(366	)
Unrealized gain on currency translation adjustment		—			—		—		—		—		155			—			—			155
Elimination of Series A Preferred Stock		(47,419	)		—		—		—		—		—			—			—			—
Issuance of common stock in connection with:
Compensation awards for services previously accrued		—			—		108,000		—		~~200~~160		—			—			—			~~200~~160
Stock-based compensation		—			—		—		—		921		—			—			—			921
Satisfaction with the conversion of restricted stock unit awards		—			—		4,559		—		—		—			—			—			—
Balance, March 31, 2023		—		$	—		2,380,948	$	—	$	346,486	$	(1,182	)	$	(277	)	$	(301,855	)	$	43,172
Stock-based compensation		—			—		—		—		682		—			—			—			682
Balance		—		$	—		2,380,948	$	—	$	346,486	$	(1,182	)	$	(277	)	$	(301,855	)	$	43,172
Balance, June 30, 2024		—		$	—		2,452,482	$	—	$	348,349	$	(1,393	)	$	(277	)	$	(312,444	)	$	34,235

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

(IN THOUSANDS, EXCEPT SHARE DATA)

Three months ended June 30, 2023:

											Accumulated
	Series A								Additional		Other
	Preferred Stock				Common Stock				Paid In		Comprehensive			Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Stock			Deficit			Total

Balance, March 31, 2023*		—	$	—		2,377,362	$	—	$	346,486	$	(1,182	)	$	(277	)	$	(301,855	)	$	43,172
Net loss		—		—		—		—		—		—			—			(3,028	)		(3,028	)
Unrealized gain on currency translation adjustment		—		—		—		—		—		145			—			—			145
Stock-based compensation		—		—		—		—		336		—			—			—			336
Balance, June 30, 2023		—	$	—		2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625

Six months ended June 30, 2023:

Balance, January 1, 2023*	47,419		$	—	2,367,362	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Balance*	47,419		$	—	2,367,362	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Net loss	—			—	—		—		—		—			—			(4,784	)		(4,784	)
Unrealized gain on currency translation adjustment	—			—	—		—		—		300			—			—			300
Elimination of Series A Preferred Stock	(47,419	)		—	—		—		—		—			—			—			—
Issuance of common stock in connection with:
Compensation awards for services previously accrued	—			—	10,000		—		200		—			—			—			200
Stock-based compensation	—			—	—		—		1,257		—			—			—			1,257
Balance, June 30, 2023	—		$	—	2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625
Balance	—		$	—	2,377,362	$	—	$	346,822	$	(1,037	)	$	(277	)	$	(304,883	)	$	40,625

*	In connection with the reverse stock split implemented by the Company on May 1, 2023, the Company’s stock transfer agent calculated a de minimus adjustment to the opening quantity of shares issued.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	2024			2023
	Three Months Ended March 31,
	For the Six Months Ended June 30,
	2024			2023
Cash flows used in operating activities
Net loss	$	(~~948~~3,218	)	$	(14,~~756~~784	)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred tax benefits		(55	)		(55	)
Gain on settlement of debt		—			—
Unrealized (gain) loss on the fair value of investment in bonds held to maturity		(63	)		28
Deferred tax benefits		(109	)		(109	)
Accretion of bond discount		(5	)		(54	)
Unrealized (gain) loss on the fair value of investments in bonds held to maturity		(145	)		63
Stock-based compensation		464			921
Accretion of bond discount		(10	)		(137	)
Provision for bad debt		21			27
Stock-based compensation		682			1,257
Recovery of bad debt		(56	)		(448	)
Stock issuance commitments		—			—
Inventory valuation adjustments		201			129
Provision for bad debt		104			38
Amortization of right of use assets, operating assets		90			67
Recovery of bad debt		(68	)		(6	)
Depreciation and amortization		347			298
Inventory valuation adjustments		434			304
Amortization of right-of-use assets, operating assets		229			135
Depreciation and amortization		690			602
Changes in assets and liabilities
Accounts receivable		(~~281~~784	)		~~128~~323
Inventory		(898	)		137
Inventories		(978	)		(1,196	)
Prepaid expenses and other current assets		(~~169~~229	)		~~213~~(619	)
Accounts payable		~~350~~988			~~(165~~708	)
Accrued expenses and interest expense		(176	)		288
Accrued expenses		92			68
Accrued directors’ compensation		160			—
Accrued director’s compensation		160			—
Operating lease liabilities		(127	)		(106	)
Operating lease obligations		(303	)		(222	)
Deferred revenue and customer deposits		1,056			(254	)
Customer deposits and deferred revenue		771			381
Net cash used in operating activities		(891,694	)		(~~602~~3,194	)
Cash flows used in investing activities
Cash used for investment in securities held to maturity		(949	)		(10,763	)
Cash used for investments held to maturity		(949	)		(10,763	)
Proceeds for bond redemption		950			–
Proceeds from bond redemption		950			—
Cash used for property and equipment		(~~143~~342	)		(~~177~~421	)
Net cash used in investing activities		(~~142~~341	)		(1011,~~940~~184	)
Cash flows provided in financing activities
Cash flows used in financing activities
Principal payments made on notes payable		—(114	)		(84213	)
Net used in financing activities		—			(84	)
Net cash used in financing activities		(114	)		(213	)
Effect of exchange rate changes on cash		(~~292~~684	)		43(63	)
Net decrease in cash and cash equivalents		(~~523~~2,833	)		(1114,~~583~~654	)
Cash and cash equivalents, beginning of period		8,482			25,627
Cash and cash equivalents, beginning of the period		8,482			25,627
Cash and cash equivalents, end of period	$	7,959		$	14,044
Cash and cash equivalents, end of the period	$	5,649		$	10,973
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1		$	33
Supplemental disclosure of non-cash information:
Common stock issued in connection with:
Compensation awards previously accrued	$	160		$	200
ROU assets and operating lease obligations recognized (Note 6):
Operating lease assets recognized	$	484			—
Less: non-cash changes to operating lease assets amortization		(90	)		(67	)
	$	394		$	(67	)
Operating lease liabilities recognized	$	484		$	—
Less: non-cash changes to operating lease liabilities accretion		(127	)		(106	)
Operating lease liabilities recognized	$	357		$	(106	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(IN THOUSANDS)

	2024			2023
	For the Six Months Ended June 30,
	2024			2023

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	6		$	6
Supplemental disclosure of non-cash information:
Notes payable	$	510		$	523
Common stock issued in connection with:
Compensation awards previously accrued	$	160		$	200
ROU assets and operating lease obligations recognized (Note 8):
Operating lease assets recognized	$	484		$	—
Less: non-cash changes to operating lease assets amortization		(229	)		(135	)
	$	255		$	(135	)

Operating lease liabilities recognized	$	484		$	—
Less: non-cash changes to operating lease liabilities accretion		(303	)		(222	)
	$	181		$	(222	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Vislink Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets. Weand ~~also offer~~ surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless ~~communications~~ communications systems, delivering a broad spectrum of customer solutions.

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements, along with the notes herein, are intended to be reviewed in conjunction with Vislink Technologies, Inc.’s audited consolidated financial statements and the accompanying notes as detailed in the 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Annual Report on Form 10-K”). The condensed consolidated balance sheet, as of December 31, 2023, originates from these audited statements without complete footnote disclosures typically found in audited annual statements. These unaudited condensed consolidated financial statements have been prepared to include all necessary adjustments, solely of a routine recurring nature, deemed essential for a fair presentation of the Company’s financial standing as of ~~March~~June 3130, 2024, along with our results of operations for the three and six months ending on ~~March~~June 3130 for both 2024 and 2023, and the cash flows for these periods. However, the results and ~~position~~ position as of ~~March~~June 3130, 2024, may not be indicative of our full-year 2024 financial condition and operating results.

Given the interim nature of this 10-Q report, the detail and scope of accounting policies outlined here are less comprehensive than those found in the Annual Report on Form 10-K. Investors are encouraged to refer to NOTE 3 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the audited consolidated financial statements within the Annual Report on Form 10-K.

Principles of Consolidation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and the rules and regulations of the SEC. The accompanying unaudited condensed consolidated financial statements include the Company’s accounts and wholly-owned subsidiaries. We have eliminated all intercompany accounts and transactions upon consolidating our subsidiaries.

Segment Reporting

In accordance with the Financial Accounting Standards Board’s (FASB) mandate, Vislink Technologies, Inc. adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), effective January 1, 2024. Initially issued by FASB in February 2023, this update revises the reporting requirements for operating segments of public entities to enhance the transparency and utility of segment reporting.

Prior to this date, as disclosed in our Annual Report on Form 10-K, we had not yet formally adopted ASU 2023-07, which became mandatory for public entities in reporting periods beginning after December 15, 2023. We have concluded that we operate our company as a single reporting segment, and due to this structure, we believe we are only required to report in a single segment by ASU 2023-07. Accordingly, we believe the adoption of ASU 2023-07 has not significantly impacted our financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

Preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated financial statements. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant, and equipment, the useful lives of right-of-use assets, the useful lives of intangible assets, impairment of long-lived assets, allowance for accounts receivable doubtful accounts, allowance for inventory obsolescence reserve, allowance for deferred tax assets, valuation of warranty reserves, contingent consideration liabilities, and the accrual of potential liabilities. These estimates also affect the reported revenues and expenses during the reporting periods. Actual results could differ from estimates, and any such differences may be material to our financial statements.

Recently Issued Accounting Principles

Recent Accounting Pronouncements

Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION

For the ~~three~~six months ended ~~March~~June 3130, 2024, the Company incurred an approximate $14.62 million loss from operations and $0.1.7 million of cash ~~used~~ used in operating activities. As of ~~March~~June 3130, 2024, the Company had $3129.30 million in working capital, $~~310~~312.24 million in accumulated deficits, and $85.06 million in cash and cash equivalents.

During the first quarter of 2024, the Company invested aapproximately ~~portion~~$0.9 million of its cash reserves ~~of approximately $0.9 million~~ in federal bonds ~~intended~~ intended to be held to maturity. ~~and~~No $5additional investments were made during the second quarter of 2024.4 ~~million~~As of June 30, 2024, the Company held investments in ~~federally~~federal ~~backed~~bonds ~~money~~valued ~~market~~at ~~mutual~~$5.9 million, ~~funds~~intended to be held to maturity, primarily seeking to generate investment income.

Many factors may impact the Company’s liquidity requirements. These may include, but are not limited to, economic conditions, including inflation, foreign exchange, fluctuations, the markets in which we compete or wish to enter, strategic acquisitions, our market strategy, our research and development activities, regulatory matters, and technology and product innovations. The Company believes it will have sufficient funds to continue its operations for at least 12 months from the filing date of these financial statements.

NOTE 3 — LOSS PER SHARE

The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands):

	2024		2023
	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2024		2023
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Stock options		7374		7885
Warrants		455		~~459~~456
Total		~~528~~529		~~537~~541

810

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES

The Company has recognized foreign exchange gains and losses and changes in accumulated comprehensive income approximately as follows:

	2024		2023			2024		2023
	Three months ended					Six months ended
	March 31,
	June 30,					June 30,
	2024		2023			2024		2023
Net foreign exchange transactions:
Losses (Gains)	$	14,000	$	(44,000	)
(Gains) Losses	$	16,000	$	41,000		$	30,000	$	(3,000	)
Accumulated comprehensive income:
Unrealized (gains) losses on currency translation adjustment	$	~~210~~156,000	$	(~~155~~145,000	)	$	366,000	$	(300,000	)

Amounts were converted from British Pounds to U.S. Dollars and Euros to British Pounds using the following exchange rates:

● As of ~~March~~June 3130, 2024 – £1.~~262210~~263870 to $1.00; and €1.~~078470~~070310 to $1.00 ● The average exchange rate for the ~~three~~six months ended ~~March~~June 3130, 2024 – £1.~~268286~~264895 to $1.00; and €1.~~085995~~081211 to $1.00 ● As of ~~March~~June 3130, 2023 – £1.~~236707~~266150 to $1.00; and €1.~~0877060~~088440 to $1.00 ● The average exchange rate for the ~~three~~six months ended ~~March~~June 3130, 2023 – £1.~~2147249~~233240 to $1.00; and €1.~~0727193~~080655 to $1.00

NOTE 5 — CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of ~~three~~six months or less at the time of purchase to be cash equivalents. Cash equivalents consist of unrestricted funds invested in a money market mutual fund. The following table illustrates the Company’s cash and cash equivalents:

SCHEDULE OF CASH AND CASH EQUIVALENTS

	March 31, 2024		December 31, 2023
	June 30, 2024		December 31, 2023
Cash on hand	$	21,~~587~~706,000	$	1,776,000
Federally insured money market mutual funds		53,~~372~~943,000		6,706,000
Total cash and cash equivalents	$	75,~~959~~649,000	$	8,482,000

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — INVESTMENTS

The Company identified the following active debt security investment transactions:

● On February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of $950,000, ~~maturing~~which matured February 28, 2024, at an interest rate of 5.07%, totaling $950,000. The bond was redeemed at face value on February 29, 2024~~, at face value~~. ● On October 11, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October 11, 2024, at a 6.262291% interest rate, ~~for~~and a cash payment of approximately $4,711,000. The value on ~~March~~June 3130, 2024, was $4,~~849~~920,000. ● On February 27, 2024, the Company acquired the “HSBC USA INC CP” bond with a face value of $1,000,000 and a maturity date of February 12, 2025, at an interest rate of 5.48%, ~~for~~and a cash outlay of approximately $949,400. As of ~~March~~June 3130, 2024, the fair value of this bond was $~~950~~966,000.

~~The Company’s investments held to maturity are as follows as of March 31, 2024:~~11

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — INVESTMENTS (continued)

The Company’s investments held to maturity are as follows as of June 30, 2024:

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
Federal Bonds		$	5,~~736~~673,000			$	63213,000			$	—			$	5,~~799~~886,000

The Company has determined the fair value of its investments held to maturity based on Level 2 input as of ~~March~~June 3130, 2024

Quoted Prices in Active Markets of Identical Assets/Liabilities (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Total

Federal Bonds

—

5,~~799~~886,000

—

5,~~799~~886,000

NOTE 7 — INTANGIBLE ASSETS

The Company continuously monitors operating results, events, and circumstances that may indicate potential impairment of intangible assets. Management concluded that no triggering events occurred during the ~~three~~six months ~~ended~~ending on ~~March~~June 3130, 2024.

The following table illustrates finite intangible assets as of ~~March~~June 3130, 2024:

SCHEDULE OF INTANGIBLE ASSETS

	Proprietary Technology					Patents and Licenses					Trade Names & Technology					Customer Relationships
			Accumulated					Accumulated					Accumulated					Accumulated
	Cost		Amortization			Cost		Amortization			Cost		Amortization			Cost		Amortization			Net
Balance, January 1, 2024	$	2,132,000	$	(1,408,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,327,000	)	$	5,591,000	$	(3,373,000	)	$	3,866,000
Amortization		—		(~~148~~295,000	)		—		—			—		(3469,000	)		—		(~~105~~210,000	)		(~~287~~574,000	)
Balance, March 31, 2024	$	2,132,000	$	(1,556,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,361,000	)	$	5,591,000	$	(3,478,000	)	$	3,579,000
Balance, June 30, 2024	$	2,132,000	$	(1,703,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,396,000	)	$	5,591,000	$	(3,583,000	)	$	3,292,000

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — INTANGIBLE ASSETS (continued)

The Company’s groups of intangible assets consist primarily of:

Proprietary Technology:

Generally, the Company amortizes proprietary technology over 3 to 5 years. Mobile Viewpoint (“MVP”) uses wireless multiplex transmitters and artificial intelligence internally to produce and sell products and services to customers.

Patents and Licenses:

Patents and licenses filed by the Company are amortized for 18.5 to 20 years. The amortization of the costs associated with provisional patents and pending applications begins after successful review and filing.

Trade Name, Technology, and Customer Relationships:

Other intangible assets are amortized for 3 to 15 years. Integrated Microwave Technology (“IMT”), Vislink, MVP, and BMS assets acquisitions contributed to developing these intangible assets, including trade names, technology, and customer lists.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — INTANGIBLE ASSETS (continued)

The Company has recognized net capitalized intangible costs as follows:

	March 31, 2024		December 31, 2023
	June 30,		December 31,
Proprietary Technology	$	888,000	$	726,000
	2024		2023
Trade Names and Technology		2,112,000		922,000
Proprietary Technology	$	431,000	$	726,000
Customer Relationships		579,000		2,218,000
Trade Names and Technology		854,000		922,000
Net capitalized intangible costs	$	3,579,000	$	3,866,000
Customer Relationships		2,007,000		2,218,000
Net capitalized intangible costs	$	3,292,000	$	3,866,000

The Company has recognized the amortization of intangible assets as follows:

	2024		2023		2024		2023
	Three Months Ended				Six Months Ended
	March 31,
	June 30,				June 30,
	2024		2023		2024		2023
Proprietary Technology	$	~~148~~147,000	$	~~146~~148,000	$	295,000	$	294,000
Trade Names and Technology		3435,000		3534,000		69,000		69,000
Customer Relationships		105,000		6364,000		210,000		127,000
Amortization of intangible assets	$	287,000	$	~~244~~246,000	$	574,000	$	490,000

The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 4.9 years as of ~~March~~June 3130, 2024. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years:

Period ending March 31,
Period ending June 30,
2025	$	~~769~~749,000
2026		~~752~~710,000
2027		~~537~~384,000
2028		288,000
2029		288,000
Thereafter		~~945~~873,000
Intangible assets, estimated amortization expense	$	3,~~579~~292,000

The Company continuously monitors intangible assets for potential impairments based on operating results, events, and circumstances. As of ~~March~~June 3130, 2024, management identified no triggering events.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — LEASES

In addition to leasing office spaces, operational sites, and storage facilities, the Company also rents warehouse facilities internationally and within the country. As of ~~March~~June 3130, 2024, these operating leases feature a variety of terms and conditions, with lease lengths ranging from one to four years. Certain leases contain clauses for rent increases and concessions, which result in higher rental payments during the final years of the lease term. These agreements are recognized using the straight-line method over the lease’s minimum duration.

During those periods, there were no significant adjustments to the straight-line rental expenses. Most costs accounted for in each period were reflected in the cash spent on operating activities, mainly covering payments for the basic rent of offices and warehouses. Additionally, we can renew certain leases at various intervals, though we are not obligated to do so. Expenses associated with short-term leases, taxes, and variable service fees were minimal.

As of ~~March~~June 3130, 2024, the Company reported Right-of-Use (ROU) assets totaling approximately $1.10 million on the balance sheet ~~after~~net ~~accounting for~~of $1.7 million in accumulated amortization. In addition, the Company recognized operating lease liabilities of approximately $1.64 million, allocating $0.7 million as current and $0.87 million as non-current, as noted on the balance sheet. The weighted average lease term remaining as of ~~March~~June 3130, 2024, was 2.20 years, with leases expiring between January 2025 and May 2027, and the weighted average discount rate was 8.89% as of ~~March~~June 3130, 2024.

~~Poway, CA Lease Renewal~~13

On February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and one-half months, commencing on March 14, 2024, and ending on January 31, 2026. The base rent for the renewal period is established at $22,926 per month. The lease renewal resulted in recognizing a liability and corresponding ROU asset of approximately $484,000 in Vislink’s financial statements for the quarter ending March 31, 2024, under ASC 842-20-25-1.

The following table illustrates operating lease data for the three months ending March 31, 2024, and 2023:

SCHEDULE OF OPERATING LEASE DATA

	2024			2023
	Three Months Ended
	March 31,
	2024			2023
Lease cost:
Operating lease cost	$	119,000		$	103,000
Short-term lease cost		74,000			70,000
Total lease cost	$	193,000		$	173,000
Cash paid for lease liabilities:
Cash flows from operating leases	$	151,000		$	160,000
Right-of-use assets obtained in exchange for new operating lease liabilities	$	484,000		$	—
Weighted average discount rate		8.8	%		9.4	%
Weighted average remaining term for lease contracts		2.2 years			3.2 years

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — LEASES (continued)

~~The following table illustrates the maturities of our operating lease liabilities as of March 31~~Poway, CA ~~2024:~~Lease Renewal

On February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and one-half months, commencing on March 14, 2024, and ending on January 31, 2026. The base rent for the renewal period was established at $22,926 per month. The lease renewal recognized a liability and corresponding ROU assets of approximately $484,000 in Vislink’s financial statements for the quarter ending June 30, 2024, under ASC 842-20-25-1.

The following table illustrates operating lease data for the three and six months ending June 30, 2024, and 2023:

SCHEDULE OF OPERATING LEASE DATA

	2024		2023		2024			2023
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024			2023
Lease cost:
Operating lease cost	$	173,000	$	103,000	$	292,000		$	206,000
Short-term lease cost		9,000		10,000		83,000			20,000
Total lease cost	$	182,000	$	113,000	$	375,000		$	226,000
Cash paid for lease liabilities:
Cash flows from operating leases					$	358,000		$	325,000
Right of use assets obtained in exchange for new operating lease liabilities					$	484,000		$	—

Weighted-average remaining lease term—operating leases						2.0 years			3.1 years

Weighted-average discount rate—operating leases						8.9	%		9.5	%

The following table illustrates the maturities of our operating lease liabilities as of June 30, 2024:

	Amount
2025	$	~~834~~837,000
2026		~~659~~512,000
2027		~~223~~185,000
2028		~~26,000~~—
2029		—
Thereafter		—
Total lease payments		1,~~742~~534,000
Less: imputed interest		~~167~~135,000
Present value of lease liabilities		1,~~575~~399,000
Less: Current lease liabilities		~~728~~744,000
Non-current lease liabilities	$	~~847~~655,000

The following table outlines the locations and lease termination dates for the Company’s ROU assets under operating leases for the years 2025 to 2027:

SCHEDULE OF LEASE OBLIGATIONS ASSUMED

Location	Square Footage		Lease-End Date		Approximate Future Payments
Colchester, U.K. – Waterside House		13,223	Dec	2025	$	~~434~~372,000
Lutton, UK		600	Jan	2025		25,000
Lutton, U.K.		600	Jan	2025		17,000
Billerica, MA		2,000	Dec	2026		~~291~~266,000
Mount Olive, NJ		7,979	May	2027		~~436~~404,000
Trivex, Singapore		950	Aug	2025		5341,000
Poway, CA		11,715	Jan	2026		~~503~~434,000

1314

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9— STOCKHOLDERS’ EQUITY

Preferred stock

On March 22, 2023, the ~~Corporation~~Company’s Board of Directors approved a resolution to eliminate the ~~Corporation~~Company’s Certificate of Designation, Preferences, and Rights (the “Certificate of Elimination”) of the Series A Preferred Stock, par value of $0.00001 per share (the “Series A Preferred Stock”), which was filed with the Secretary of State of the State of Delaware on November 9, 2022.

Upon the effective filing of ~~this~~the Certificate of Elimination, the shares previously designated under the certificate of designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of ~~preferred~~the ~~stock~~Company’s ofpreferred ~~the Corporation~~stock. As of ~~March~~June 3130, 2024, -0- shares are authorized, and no Series A Preferred Stock was issued or outstanding.

Common stock

Other common stock activity

During the ~~three~~six months that ended ~~March~~June 30, 2024, the Company has:

● ~~issued~~Issued 8,000 shares of common stock to specific board members as part of a commitment agreement valued at $160,000 (the common stock’s value was determined on the agreement’s original date); ● ~~issued~~Issued 4,559 shares of common stock in satisfaction of the conversion of restricted stock unit awards and ● ~~recognized~~Recognized approximately $~~464~~682,000 of stock-based compensation costs associated with outstanding stock options in general and administrative expenses offsetting additional capital investments.

Common stock warrants

As of ~~March~~June 3130, 2024, warrants to purchase 1,500 shares of common stock expired. On ~~March~~June 3130, 2024, warrants to purchase 454,580 shares of of common stock were outstanding and exercisable; the weighted average exercise price of warrants outstanding is $65.00, with a weighted average remaining contractual life of 1.96 years. These outstanding warrants did not have an intrinsic value as of ~~March~~June 3130, 2024.

NOTE 10 — STOCK-BASED COMPENSATION

Inducement Awards:

The Company grants time-vested and performance-based stock options under inducement awards, consistent with NASDAQ Listing Rule 5653(c)(4). These inducement awards, granted outside of our existing equity compensation plans, are designed to reward employees for their commitment and performance toward achieving our strategic goals.

Time-based and Performance-based Inducement Stock Option Awards

The Company’s inducement stock option awards are generally granted with vesting terms based on time or performance-based criteria. Performance-based awards are tied to achieving specific financial metrics, aligning employee rewards with the Company’s success. The Company granted time-vested stock options and performance-based stock options to various employees in connection with their employment agreements. The ten-year, non-statutory time-vested, and performance-based option inducement awards were granted under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment).

1415

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — STOCK-BASED COMPENSATION (continued)

Inducement Awards (continued):

Time-based and Performance-Based Inducement Restricted Stock Unit Awards

The Company’s inducement-restricted stock units (“RSUs”) are generally granted with vesting terms based on time or performance-based criteria. Performance-based RSUs are tied to achieving specific financial metrics and aligning employee rewards with the Company’s success.

The Company granted awards under the amended plan for time-based RSUs to various employees subject to continued employment. The RSUs initially vest between 25% and 33% on their one-year anniversary dates and will vest between 24 and 36 equal monthly periods thereafter. Additionally, the Company granted awards under the amended plan for performance-based restricted stock units subject to performance vesting conditions and continued employment. The RSUs will vest in three equal tranches upon reaching performance conditions for each tranche.

2023 Omnibus Equity Incentive Plan

The Company received stockholder approval on August 23, 2023, to adopt the 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which will enable it to continue to grant equity-based compensation awards under a shareholder-approved plan to employees (including officers), non-employee consultants, non-employee directors, and affiliates. The 2023 Plan replaces the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company has ceased granting awards under the 2015 Incentive Compensation Plan, 2016 Incentive Compensation Plan, and 2017 Incentive Compensation Plan. The Company reserves 166,415 shares of its common stock for delivery under the 2023 Plan. The 2023 Plan rewards eligible participants for contributing to the Company’s success and encourages retaining and recruiting qualified personnel. The Company’s Board of Directors and Compensation Committee will administer the 2023 Plan.

The 2023 Plan generally grants awards without consideration other than prior and future service. The Company’s compensation committee may grant awards under the 2023 Plan either alone or in addition to, in tandem with, or as a substitute for any other award granted under the 2023 Plan or other company plans. It is important to note, however, that if a SAR is granted in conjunction with an ISO, the grant date and term of the SAR and ISO must be the same, and the exercise price of the SAR cannot be lower than the exercise price of the ISO. A written award agreement between us and the grantee will outline the material terms of the award.

Summary of stock-based compensation for all equity award plans

AsThe ~~shown~~table inbelow ~~the~~shows ~~following table,~~ stock-based compensation ~~expense~~expenses, is included in general and administrative expenses, under the following plans:.

	2024		2023		2024		2023
	Three months ended				Six months ended
	March 31,
	June 30,				June 30,
	2024		2023		2024		2023
Equity-based plans:
Time-vested option inducement awards	$	12101,000	$	7037,000	$	113,000	$	107000
Time-based restricted stock awards		~~452~~117,000		~~851~~299,000		569,000		1,150000
Stock-based compensation expense	$	~~464~~218,000	$	~~921~~336,000	$	682,000	$	1,257,000

1516

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 — COMMITMENTS AND CONTINGENCIES

Pension:

The Company may make a matching contribution to its employees’ 401(k) plan. Furthermore, Vislink operates a Group Personal Plan through its UKU.K. subsidiary, investing funds with Royal London. Employees of the Company in the United Kingdom are entitled to participate in ~~the~~ the Company’s employee benefit plan, to which varying amounts are contributed according to their status. Additionally, the Company operates a stakeholder pension plan in the United Kingdom.

The table below represents the Company’s matching contributions as follows:

SCHEDULE OF MATCHING CONTRIBUTIONS

	Three Months Ended
	Three months ended				Six months ended
	March 31,
	June 30,				June 30,
	2024		2023		2024		2023
Company matching contributions – Group Personal Pension Plan, U.K.	$	35,000	$	33,000
Company matching contributions - Group Personal Pension Plan	$	30,000	$	35,000	$	65,000	$	68,000

NOTE 12 — CONCENTRATIONS

Customer concentration risk

During the three months ending ~~March~~June 3130, 2024, the Company observed ~~that~~sales noto ~~single~~two ~~customer~~customers ~~purchases~~amounting ~~represented~~to $1,341,000 (15%) and $1,062,000 (12%), respectively, representing more than 10% of its ~~overall~~ sales. InDuring ~~contrast,~~the ~~for~~six ~~the~~months ~~same~~ending ~~period~~June in30, ~~2023~~2024, ~~sales~~the toCompany aobserved ~~particular~~that no single customer ~~accounted~~sales ~~for~~represented ~~about~~more than 10% of the Company’s ~~total revenue,~~consolidated ~~totaling~~sales. ~~approximately~~In ~~$733~~the three and six months ended June 30,~~000~~ 2023, no customers exceeded 10 % of the Company’s consolidated sales.

As of ~~March~~June 3130, 2024, notwo ~~customer~~customers ~~represented~~owed ~~more~~the ~~than~~Company 10approximately $1,060,000 and $1,058,000, respectively, each representing 11% each of its ~~the~~consolidated ~~Company’s~~net ~~total~~receivables. ~~net~~Two ~~accounts~~customers ~~receivable.~~owed Asthe ofCompany ~~March~~approximately 31$925,000 ~~2023, approximately~~and $1688,~~164,~~000, orrespectively, 18representing 16% and 12% of ~~the~~its ~~Company’s~~consolidated ~~aggregate~~ net ~~accounts~~receivables ~~receivable,~~on ~~was~~June ~~attributable~~30, ~~to one customer~~2023.

Vendor concentration risk

In ~~the~~ the three months ending ~~March~~June 3130, 2024, purchases from ~~three~~one ~~vendors~~vendor amounted to $~~808~~984,000 ~~(24%).~~ ~~$406,000~~ (1225%), ~~and $351,000 (11%), respectively~~ exceeding 10% of the Company’s ~~total~~consolidated inventory purchases. In the ~~corresponding~~six ~~quarter~~months ofending ~~2023~~June 30, no2024, ~~vendor~~two vendors ~~purchases~~met ~~surpassed~~the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $1,792,000 ~~total~~(25%) and $741,000 (10%), respectively, each representing 10% each of the Company’s consolidated inventory ~~expenditures~~purchases, respectively.

AsIn ofthe ~~March~~three 31months ending June 30, ~~2024~~2023, notwo ~~vendor~~vendors ~~represented~~exceeded ~~more~~10% ~~than~~of 10the Company’s consolidated purchases with approximately $465,000 and $323,000, respectively, representing 15% and 10% of the Company’s ~~total~~consolidated ~~accounts~~inventory ~~payable~~purchases. ~~Comparatively,~~In onthe ~~March~~six 31months ending June 30, 2023, two vendors ~~accounted~~met ~~for~~the criteria beyond 10% of the Company’s consolidated inventory purchases of approximately $~~368~~595,000 ~~(14%)~~ and $~~346~~587,000, respectively, ~~(13~~each representing 10%) each of the Company’s ~~total~~consolidated ~~accounts~~inventory ~~payable~~purchases, respectively.

16As of June 30, 2024, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $938,000 (22%). As of June 30, 2023, one vendor exceeded 10% of the Company’s consolidated accounts payable of approximately $610,000 (18%).

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – REVENUE

The Company has one operating segment, and the decision-making group is the senior executive management team. ~~The~~In the following table, the Company disaggregated revenue by the Company’s primary geographical markets and revenue sources ~~in the following tables~~:

SCHEDULE OF DISAGGREGATION OF REVENUE

	Three Months Ended
	Three months Ended				Six months Ended
	March 31,
	June 30,				June 30,
	2024		2023		2024		2023
Primary geographical markets:
North America	$	34,~~772~~013,000	$	31,~~167~~721,000	$	7,785,000	$	4,888,000
South America		162,000		~~189~~38,000		18,000		227,000
Europe		2,~~377~~503,000		1,~~843~~593,000		4,880,000		3,436,000
Asia		~~705~~404,000		~~719~~1,305,000		1,109,000		2,024,000
Rest of World		1,~~728~~780,000		1386,~~270,~~000		3,508,000		1,656,000
	$	8,~~598~~702,000	$	75,~~188~~043,000	$	17,300,000	$	12,231,000
Primary revenue source:
Equipment sales	$	78,~~363~~097,000	$	64,~~394~~279,000	$	15,460,000	$	10,673,000
Installation, integration, and repairs		~~884~~225,000		~~486~~263,000		1,109,000		749,000
Warranties		~~351~~380,000		~~308~~501,000		731,000		809,000
	$	8,~~598~~702,000	$	75,~~188~~043,000	$	17,300,000	$	12,231,000
Long-Lived Assets:
United States	$	~~3,269,000~~	$	~~2,075,000~~	$	3,293,000	$	2,174,000
Netherlands		~~27,000~~		~~26,000~~		24,000		23,000
United Kingdom		~~3,329,000~~		~~4,624,000~~		3,023,000		4,397,000
	$	~~6,625,000~~	$	~~6,725,000~~	$	6,340,000	$	6,594,000

NOTE 14 — REBATES

The ~~following~~Company ~~table~~has ~~represents~~been applying for tax rebates related to the research costs incurred by our U.K. subsidiary. During the six months ended June 30, ~~which~~2024, ~~are~~the ~~included~~Company recognized $374,000 in tax rebates as other income. For the same period in 2023, the recognized amount was $329,000.

~~SCHEDULE~~While OFthe ~~TAX~~Company ~~REBATES~~plans to continue filing rebate forms for the 2024 fiscal year, it cannot guarantee that rebates will be available at a similar level or at all in future years.

	Three Months Ended
	March 31,
	2024		2023
Total tax rebates	$	375,000	$	324,000

NOTE 15 — SUBSEQUENT EVENTS

Under ASC 855-10, the Company has analyzed its operations subsequent to ~~March~~June 3130, 2024,. ~~and~~It has determined that it does not have any other ~~material~~ material subsequent events to disclose in these unaudited condensed consolidated financial statements.

1718

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, the audited consolidated financial statements and the notes thereto, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K ~~for the fiscal year ended December 31, 2023, as filed with the U~~.~~S. Securities and Exchange Commission on April 3, 2024.~~

Cautionary Note About Forward-Looking Statements

This report includes forward-looking statements that, although based on assumptions that the Company considers reasonable, are subject to risks and uncertainties, which could cause actual events or conditions to differ materially from those currently anticipated, expressed, or implied by such forward-looking statements. You should read this report and the documents the Company references in this report and have filed as exhibits to this report entirely and understand that our actual future results may materially differ from what the Company expects. You should also review the factors and risks the Company describes in reports the Company will file or submit from time to time with the SEC after this report’s date. The Company qualifies all of our forward-looking statements bywith these cautionary statements.

Update on Geopolitical Conflicts and Climate Change

Geopolitical Risks:

NoDuring the quarter ending June 30, 2024, there were no significant developments in the Ukraine/Russia and Israel/Hamas conflicts ~~during~~that ~~the quarter ending March 31, 2024,~~ materially ~~altered~~ altered the previously disclosed risks in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as filed with the SEC on April 3, 2024. The Company ~~maintains~~has no direct operations, revenue streams, or physical presence in these regions. The Company monitors the situation ~~closely~~ for potential indirect impacts on our global supply chain and business continuity, such as increased transportation costs or disruptions in our suppliers’ operations. Any material changes or updates will be promptly disclosed.

Climate Change Initiatives:

~~During the~~ quarter that ended March 31, 2024, the Company continued implementing strategies to minimize our environmental impact and adapt to changing regulatory landscapes, particularly regarding the Paris Climate Accords and evolving U.S. climate policies. The Company is committed to to addressing the challenges and opportunities climate change presents. While the direct financial impact of climate change on our operations has not been material in the most recent fiscal quarter, the Company ~~may~~plans ~~need~~ to undertake significant ~~planning~~efforts ~~and expenditures~~ to improve ~~sustainability~~ sustainability and resilience in our operations. ~~Our~~We ~~efforts~~have ~~may~~already ~~include~~begun enhancing energy efficiency across our facilities and are actively exploring renewable energy integration. Additionally, the Company is in the process of developing innovative solutions to reduce our carbon footprint, demonstrating our dedication to these goals.

Financial and Operational Impact:

During the quarter ~~ended~~ending ~~March~~June 3130, 2024, the Company experienced no material financial or operational impacts directly attributable to the geopolitical conflicts ~~mentioned~~ or climate change. The Company monitors these situations and may need to adjust operations and strategies to mitigate potential risks.

Outlook:

Vislink Technologies, Inc. isremains dedicated to navigating the complexities of the global geopolitical landscape and the evolving challenges of ~~climate~~ climate change. ~~The~~Our ~~Company’s~~ focus ~~remains~~continues onto be safeguarding operations, supporting customers, and delivering value to shareholders while upholding our ~~the Company’s~~ commitment to corporate responsibility and environmental sustainability.

1819

Overview

Vislink Technologies, Inc. is a global technology business that collects, delivers, and manages high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment, and news events for the broadcast markets. We also provide surveillance and defense markets with real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.

Live Broadcast:

We deliver an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection, transmission, management, and distribution via microwave, cellular, IP (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing AI (Artificial Intelligence) technologies to provide automated news and sporting events coverage. With over 50 years in operation, we have the expertise and technology portfolio to deliver fully integrated, seamless, end-to-end solutions encompassing hardware components, hosted systems management platforms, related software licenses, and ancillary support services.

Industry-wide contributors acknowledge our live broadcast solutions. Our equipment transmits most outside wireless broadcast video content, with over 200,000 systems installed worldwide. We work closely with the majority of the world’s broadcasters. Our wireless cameras and ultra-compact encoders help bring many of the world’s most prestigious sporting and entertainment events to life. Recent examples include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

Military ~~And~~and Government:

We have developed high-quality solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are designed specifically with interagency cooperation, utilizing the internationally recognized IP platform and a web interface for video delivery. We provide comprehensive video, audio, and data communications solutions to law enforcement and the public safety community, including Airborne, Unmanned Systems, Maritime, and Tactical Mobile Command Posts. These solutions may include:

	●	integrated suites of airborne downlink transmitters, receivers, and antenna systems
	●	data and video connectivity for airborne, marine, and ground assets
	●	UAV video distribution
	●	flexible support for COFDM and bonded cellular/5G Networks
	●	terrestrial point-to-point
	●	tactical mobile command
	●	IP-based, high-end encryption, full-duplex, real-time connectivity at extended operating ranges
	●	high-throughput air/marine/ground-to-anywhere uplink and downlink systems
	●	secure live streaming platforms for use in mobile and fixed assets, and
	●	personal portable products

Our public safety and surveillance solutions are deployed worldwide, including throughout the U.S., Europe, and the Middle East, at the local, regional, and federal levels of operation for criminal investigation, crisis management, mobile command posts, and field operations. These solutions are designed to meet the demands of field operations, command centers, and central receiving sites. Short-range and long-range solutions are available in areas including established infrastructure and exceptionally remote regions, making valuable video intelligence available regardless of location.

Connected Edge Solutions:

Mobile Viewpoint (MVP) offers hardware and software solutions needed to acquire, produce, contribute to, and deliver video across all private and public networks. Connected edge solutions aid the video transport concept of ubiquitous IP networks and cloud-scale computing across 5G, WiFi6, Mesh, and COFDM-enabled networks. These solutions include:

● live video encoding, stream adaptation, decoding, and production solutions, ● remote production workflows, ● wireless cameras, ● AI-driven automated production and ● the ability to contribute video over ~~○ bonded cellular (3G and 4G) ○ satellite, ○ fiber, and ○ emerging networks, including 5G and Starlink.~~

	○	bonded cellular (3G and 4G)
	○	satellite,
	○	fiber, and
	○	emerging networks, including 5G and Starlink.

Results of Operations

Comparison for the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023

Revenue

~~For~~In the ~~quarter~~three ~~ending~~months ~~March~~ended 31June 30, 2024, our net ~~revenues~~revenue ~~were~~was $8.67 million, ancompared ~~increase~~to of $15.40 million orfor ~~20%~~the ~~from~~three ~~$7.2~~months ~~million~~ended ~~for~~June ~~the~~30, ~~same~~2023, ~~period~~representing inan ~~2023.~~increase ~~This~~of ~~increase~~$3.7 ismillion ~~attributable~~or to74%. ~~expanded~~In ~~market~~the ~~reach~~six ~~resulting~~months inended ~~$1.1~~June ~~million~~30, of2024, our net ~~revenues~~revenue ~~from~~was ~~product~~$17.3 ~~lines~~million wecompared to ~~acquired~~$12.2 inmillion anfor ~~acquisition of~~ the ~~assets~~six ofmonths ~~Broadcast~~ended ~~Microwave~~June ~~Services~~30, ~~LLC. (“BMS”) in~~ 2023, ~~and~~representing ~~operational~~an ~~efficiencies following~~increase ~~the integration~~ of ~~our U~~$5.K.1 ~~manufacturing~~million ~~operations~~or ~~into our U~~42%.~~S. facilities.~~

This growth is attributable to our expanded market reach, improved operational efficiencies, new product development, and the benefits of integrating the U.K. manufacturing operations into our U.S. facilities.

Cost of Revenue and Operating Expenses

Cost of Components and Personnel

~~The~~In ~~costs~~the ~~related~~three tomonths ended June 30, 2024, the cost of components and personnel ~~increased~~was to $3.68 million, upcompared ~~from~~to $32.34 million infor the ~~prior~~three ~~year~~months ended June 30, 2023, representing an increase of $01.34 million or 974%. ~~This~~In ~~change reflects~~ the ~~Company’s~~six ~~strategic~~months ~~decision~~ended toJune ~~streamline~~30, ~~its~~2024, ~~product~~the ~~offerings~~cost byof ~~discontinuing~~components ~~several underperforming~~and ~~product~~personnel ~~lines~~was in$7.4 ~~the~~million ~~latter~~compared ~~half~~to ~~of 2022, relocating Vislink’s U~~$5.K.7 ~~manufacturing~~million ~~division~~for to the ~~United~~six ~~States~~months inended June 30, 2023, ~~and~~representing ~~new BMS-related~~an ~~costs~~increase of $01.27 million or 30%.

Our expanded market reach and new product development, have increased the cost of components and personnel, supporting the Company’s growth and operational strategy. This notable change reflects the Company’s strategic decisions and initiatives undertaken in previous periods, as well as the increase in revenue. In the latter half of 2022, the company discontinued several underperforming product lines. This decision allowed us to reallocate resources to more profitable and promising products, contributing to overall operational efficiency. Additionally, we relocated Vislink’s U.K. manufacturing division to the United States, aimed at consolidating our manufacturing operations, reducing logistics costs, and improving supply chain management. The increase in revenue has driven higher production demands, necessitating additional components and personnel to meet market needs. The expanded market reach and introduction of new products have also required investment in skilled labor and advanced components to maintain a competitive advantage and support our growth strategy.

General and Administrative Expenses

General and administrative expenses encompass the operational costs incurred in running the business daily, including salaries, benefits, stock-based compensation, payroll taxes, trade shows, marketing initiatives, promotional materials, professional services, facilities, general liability insurance, travel, and other expenses associated with maintaining public ~~Company~~company status.

~~For~~In the ~~quarter~~three months ending ~~March~~June 3130, 2024, the general and administrative expenses ~~totaled~~were $5.39 million, upcompared ~~from~~to $54.07 million ~~recorded~~ for the ~~same~~three ~~period~~months inending June 30, 2023., ~~This~~representing ~~represents~~an aincrease of $01.32 million or 626%. ~~increase, and~~In isthe ~~attributable~~six tomonths aending ~~multifaceted investment~~June in30, 2024, the ~~Company’s~~general ~~potential growth~~ and administrative ~~operational scaling. The increase also includes multiple minor incidental~~ expenses ~~incurred~~ inwere ~~administering a public company totaling~~ $011.62 million ~~and~~compared to $09.27 million infor ~~rent~~the ~~and~~six ~~utilities.~~months ~~Counterbalancing~~ending ~~these~~June ~~increases~~30, ~~stock-based~~ ~~compensation~~2023, ~~expenses~~representing ~~and~~an ~~consulting~~increase of ~~fees were~~ $01.45 million ~~and~~or $015%.~~2 million lower than in the prior year period.~~

The three-month increase of $1.1 million is predominantly due to $0.9 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses. The increase was offset by a decrease primarily attributed to $0.2 million each of taxes, licenses, and stock-based compensation.

The six-month increase of $1.4 million is primarily attributable to $1.0 million in salaries and benefits, $0.3 million in commissions, and $0.2 million in computer expenses, other external services, and director’s fees. The increase was offset by a decrease attributed to $0.6 million in stock-based compensation and $0.2 million in consulting fees.

Research and Development

Research and development expenses include salary and benefits, payroll taxes, prototype development, facility costs, and travel expenditures.

~~For~~In the ~~quarter~~three months ending ~~March~~June 3130, 2024, the research and development expenses ~~totaled~~were $01.80 million compared to $0.89 million infor ~~2023.~~the ~~Research~~three ~~and~~months ~~development~~ending ~~expenses~~June ~~remained~~30, ~~stable~~2023, atrepresenting an increase of $0.81 million or 11%. In the six months ending June 30, ~~consistent~~2024, ~~with~~the research and development expenses were $1.8 million compared to $1.7 million for the ~~Company’s~~six ~~strategic~~months ~~focus~~ending onJune ~~key~~30, ~~technology~~2023, ~~projects~~representing an increase of $0.1 million or 6%.

Net Loss

During the quarter ending March 31, 2024, the Company experienced a net loss of $1.0 million, a decrease from the net loss of $1.8 million recorded for the same period in 2023, reflecting a reduction of $0.8 million or 44%. This improvement is due to more efficient expense management and increased revenue.

Amortization and Depreciation

In the three months ending June 30, 2024, amortization and depreciation expenses remained consistent at $0.3 million, unchanged from the three months ending June 30, 2023. For the six months ended June 30, 2024, amortization and depreciation expenses increased slightly by $0.1 million to $0.7 million, compared to $0.6 million for the six months ended June 30, 2023.

This stability over the three-month period and the slight increase over the six-month period reflect minimal changes in the net book value of our intangible and fixed assets, as the Company does not regularly engage in material procurements of these assets.

Other

Dividend and Interest Income

In the three months ending June 30, 2024, dividend and interest income was $0.2 million, compared to $0.4 million for the three months ending June 30, 2023, representing an increase of $0.2 million or 50%. In the six months ending June 30, 2024, dividend and interest income were $0.3 million, compared to $0.6 million for the six months ending June 30, 2023, representing a decrease of $0.3 million or 50%.

The decrease in dividend and interest income is partly due to the redemption of government-backed bonds during the first quarter of 2024.

Net Loss

In the three months ending June 30, 2024, the Company had a net loss of $2.2 million compared to a net loss of $3.1 million in the three months ending June 30, 2023, or a decrease in a net loss of $0.8 million or 26%. The Company’s net loss for the six months ending June 30, 2024, was $3.4 million, compared to $4.9 million for the six months ending June 30, 2023, or a decrease in a net loss of $1.5 million or 31%.

The decrease in the net loss of $0.8 million for the three months ended June 30, 2024, was primarily the result of an increase in revenue of $3.7 million, offset by an increase in component and personal costs of $1.4 million, general and administrative expenses of $1.1 million.

The decrease in the net loss of $1.5 million for the six months ended June 30, 2024, was primarily the result of an increase in revenue of $5.1 million offset by an increase in cost of component and personal costs of $1.7 million and $1.4 million in general and administrative expenses.

This improvement is attributable to more efficient expense management, including renegotiating contracts with suppliers, optimizing our workforce, implementing cost-saving measures, and increasing revenue.

Liquidity and Capital Resources

~~The~~For the six months ended June 30, 2024, the Company incurred an approximate $14.62 million loss from operations and $0.1.7 million of ~~cash~~net cash used in operating activities ~~for the three months ended March 31, 2024~~. As of ~~March~~June 3130, 2024, the Company had $3129.20 million in working capital, $~~310~~312.24 million in accumulated deficits, and $85.06 million in cash and cash equivalents.

During the first quarter of 2024, the Company invested aapproximately ~~portion~~$0.9 million of its cash reserves ~~of approximately $0.9 million~~ in federal bonds intended to be held to maturity. ~~and~~No additional investments were made during the second quarter of 2024. As of June 30, 2024, the Company held investments in federal bonds valued at $5.49 million, inintended ~~federally~~to ~~backed~~be ~~money~~held ~~market~~to ~~mutual funds~~maturity, primarily seeking to ~~increase~~generate investment income.

Critical Accounting Policies

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies during the ~~three~~six months ended ~~March~~June 3130, 2024, compared to those disclosed in our Annual Report on Form 10-K. The location of additional information about these critical accounting policies is in the “Management’s Discussion ~~and~~& Analysis of Financial Condition and Results of Operations” section included in our Annual Report on Form 10-K.

Cash Flows

The following table sets forth the major components of our consolidated statements of cash flow data for the periods presented (in thousands).

	Three Month Ended
	Six Month Ended
	March 31,
	June 30,
	2024			2023
Net cash used in operating activities	$	(891,694	)	$	(~~602~~3,194	)
Net cash used in investment activities		(~~142~~341	)		(1011,~~940~~184	)
Net cash used by financing activities		—(114	)		(84213	)
Effect of exchange rate changes on cash		(~~292~~684	)		42(63	)
Net (decrease) increase in cash	$	(523	)	$	(11,584	)
Net (decrease) in cash	$	(2,833	)	$	(14,654	)

Operating Activities

Net cash used in operating activities of approximately $0.1.7 million during the ~~three~~six months ended ~~March~~June 3130, 2024, was principally attributable to a ~~decrease~~net loss of $03.91 million; inan ~~deferred~~increase ~~revenue~~in ~~and~~inventory ~~customer~~of ~~deposits~~$1.0 million, accounts receivable of $0.808 million, ofand operating lease liabilities, of ~~and~~ $10.13 million in; and was principally offset by stock-based compensation and depreciation and amortization of $0.7 ~~Other~~million ~~changes~~each, ininventory valuation ~~the~~adjustments ~~net~~of ~~cash~~$0.4 ~~used~~million, an increase in ~~public~~accounts ~~company~~payable ~~administration~~of ~~are~~$1.0 demillion, ~~minimis~~and deferred revenue and customer deposits of $0.8 million.

Net cash used in operating activities of approximately $13.02 million during the ~~three~~six months ended ~~March~~June 3130, 2023, was principally attributable to a net loss of $14.8 million, ~~and~~ $01.93 million inof stock-based compensation, $0.6 ~~Other~~million ~~changes~~of indepreciation ~~the~~and ~~net~~amortization, ~~cash~~an ~~used~~increase in $1.2 ~~public~~million ~~company~~of ~~administration~~inventory, $0.7 million of accounts payable, and $0.6 million of prepaid expenses and other current assets; offset by ~~are~~$0.4 demillion ~~minimis~~of bad debt recovery, decreases of $0.3 million of accounts receivable, and operating lease liabilities each.

Investing Activities

Net cash used by investing activities for the ~~three~~six months ended ~~March~~June 3130, 2024, and 2023 were $0.13 million and $1011.92 million, respectively. This cash was principally related to the Company’s investment in government-backed securities, and money market funds, and capital expenditures for furniture and computer equipment.

Financing Activities

Net cash used in financing activities of approximately $0.01 million and $0.12 million during the ~~three~~six months ended ~~March~~June 31, 2024, and 2023, respectively, was principally attributable to principal payments made towards D&O policy premiums.

2223

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of ~~March~~June 3130, 2024, there have been no material changes to the information related to quantitative and qualitative disclosures about the market risk provided in the Company’s Annual Report on Form 10-K ~~for the year ended December 31, 2023, filed with the SEC on April 3, 2024~~.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures ~~that are~~ designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These controls and procedures also ensure that such information is accumulated and communicated to usour management, including our Chief Executive Officer and Chief Financial Officer, ~~as appropriate,~~ to allow timely decision -making regarding required ~~disclosure~~disclosures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do. We apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.

AsIn ~~required~~designing byand ~~Rule~~evaluating ~~13a-15(b)~~our ofdisclosure ~~the~~controls ~~Exchange Act, an evaluation as of March 31, 2024, was conducted under the supervision~~ and ~~with the participation of our management~~procedures, ~~including~~we ~~our~~recognize ~~Chief~~that ~~Executive~~any ~~Officer~~controls and ~~Chief Financial Officer~~procedures, ofno ~~the~~matter ~~effectiveness~~how ofwell ~~our disclosure~~designed ~~controls~~ and ~~procedures~~operated, ~~(as~~can ~~defined~~provide inonly ~~Rule~~reasonable ~~13a-15(e)~~assurance ~~under~~of achieving the ~~Exchange~~desired ~~Act)~~control objectives. ~~Based~~We onapply ~~this evaluation,~~ our ~~Chief~~judgment ~~Executive~~in ~~Officer~~evaluating ~~and~~whether ~~Chief~~the ~~Financial~~benefits ~~Officer~~of ~~concluded~~the ~~that our disclosure~~ controls and procedures, asthat ofwe ~~March~~adopt ~~31,~~outweigh ~~2024,~~their ~~were not effective due to the material weakness described below~~costs.

As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of June 30, 2024, was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of June 30, 2024, were not effective due to the material weakness described below.

Management’s Report on Internal Control Over Financial Reporting

As of the fiscal quarter ended ~~March~~June 3130, 2024, our management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In their assessment of the effectiveness of internal control over financial reporting as of ~~March~~June 3130, 2024, our ~~Certifying~~Chief ~~Officers~~Executive Officer and Chief Financial Officer concluded that such control was ineffective and that there continue to be control deficiencies that constituted material weaknesses because (i) we currently do not employ the appropriate number of accounting personnel to ensure (a) we maintain proper segregation of duties, and (b) conduct a tolerable risk assessment, and (ii) we have not adequately documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. Considering these material weaknesses, we performed additional procedures and analyses as deemed necessary to ensure that our financial statements were prepared following U.S. generally accepted accounting principles (“GAAP”).

Changes to Internal Control Over Financial Reporting

Although we have continued our remediation efforts in connection with identified material weaknesses, the material weakness, as discussed in our Annual Report on Form 10-K for the period ended December 31, 2023, has not been fully remediated. As we continue to remediate the material weakness in our internal controls, we have made changes during our most recently completed fiscal quarter to our internal controls, including changes to enhance the supervisory review of our accounting procedures.

Notwithstanding the continuing and un-remediated material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes that the unaudited condensed consolidated financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the fiscal periods presented in this Quarterly Report in conformity with GAAP.

Except for the material weakness and remediation efforts, there was no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the three months ended ~~March~~June 3130, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2324

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K ~~for the year ended December 31, 2023, filed with the SEC on April 3, 2024~~.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) Not applicable.

(b) Not applicable.

During the quarter ended ~~March~~June 3130, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K promulgated by the Securities and Exchange Commission).

2425

Item 6. Exhibits.

Exhibit Number		Description of Exhibit
31.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema
101.CAL		Inline XBRL Taxonomy Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Definition Linkbase
101.LAB		Inline XBRL Taxonomy Label Linkbase
101.PRE		Inline XBRL Taxonomy Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~In accordance with SEC Release 33-8238, Exhibits 31.1, 31.2, 32.1 and 32.2 are being furnished and not filed.~~26

* Filed herewithSIGNATURES

25Pursuant 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 thereunto duly authorized.

SIGNATURES

	VISLINK TECHNOLOGIES, INC.

Date: August 14, 2024	By:	/s/ Carleton M. Miller
		Carleton M. Miller
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

Date: August 14, 2024	By:	/s/ Michael C. Bond
		Michael C. Bond
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

~~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 thereunto duly authorized.~~27

	VISLINK TECHNOLOGIES, INC.
Date: May 15, 2024	By:	/s/ Carleton M. Miller
		Carleton M. Miller
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)
Date: May 15, 2024	By:	/s/ Michael C. Bond
		Michael C. Bond
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

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