UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

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

For the fiscal year ended December 31, ~~2023~~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)

(I.R.S. Employer

Identification No.)

350 Clark Drive, Suite 125,

Mt. Olive, NJ 07828

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (908) 852-3700

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		VISL		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act ¹

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

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		VISL		OTCQB Venture Market

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 shorter periods that 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 on its corporate Website, if any, 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 a such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period to comply 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 Act). Yes ☐ No ☒

As of June 30, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $1310.57 million based on the closing price of $54.6635 for the registrant’s common stock as quoted on the Nasdaq Capital Market on that date. Shares of common stock held by each director, each officer, and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed affiliates. The determination of affiliate status is not necessarily conclusive.

The registrant had 2,~~448~~467,~~482~~618 shares of its common stock outstanding as of ~~March~~April 2930, ~~2024~~2025.

Documents Incorporated by Reference

Certain information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K will be disclosed in the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders or in a Form 10-K amendment, within 120 days of December 31, 2024.

VISLINK TECHNOLOGIES, INC.

FORM 10-K

ANNUAL REPORT

For the Fiscal Year Ended December 31, ~~2023~~2024

TABLE OF CONTENTS

			Page
PART I
	Item 1.	Business	4
	Item 1A.	Risk Factors	1215
	Item 1B.	Unresolved Staff Comments	2927
	Item 1C.	Cybersecurity	2927
	Item 2.	Properties	3129
	Item 3.	Legal Proceedings	3129
	Item 4.	Mine Safety Disclosures	3129
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	3230
	Item 6.	Reserved	3230
	Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	3331
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4638
	Item 8.	Financial Statements and Supplementary Data	4638
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4638
	Item 9A.	Controls and Procedures	4739
	Item 9B.	Other Information	4739
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4739
PART III
	Item 10.	Directors, Executive Officers, and Corporate Governance	4840
	Item 11.	Executive Compensation	4840
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4840
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	4840
	Item 14.	Principal Accountant Fees and Services	4840
PART IV
	Item 15.	Exhibits, Financial Statement Schedules	4941
SIGNATURES			5243
FINANCIAL STATEMENTS			F-1

FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (including the section regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations) (this “Report” or this “Annual Report”) contains forward-looking statements regarding the business, financial condition, results of operations, and prospects of Vislink Technologies, Inc. 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 can only be based on facts and circumstances currently known by us. Forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from those discussed 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 elsewhere in this Report.

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 report, unless otherwise stated or the context otherwise requires, reference to “VISL,” “Vislink,” “the Company,” “we,” “us,” “our,” and similar ~~reference~~references refer to Vislink Technologies, Inc., a Delaware corporation and its subsidiaries.

Risk Factor Summary

The following summarizes certain factors that may make our company’s investment speculative or risky. You should carefully consider the entire risk factor disclosure outlined in this Annual Report and the other information herein, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and our financial statements and related notes.

● We have incurred losses in the past and may be unable to achieve or sustain profitability in the future. ● We may require additional capital to fund our ~~existing commercial~~ operations, develop, market, and commercialize new products, and expand our operations. If we do not obtain additional financing, our business prospects, financial condition, and results of operations will be adversely affected. if● ~~required~~Our global operations expose us to risks associated with public health crises or pandemic outbreaks. These crises could disrupt our operations and adversely affect our financial condition and operating results. ● Our industry is highly competitive, and we may need to compete more effectively. ● Defects or errors in our products ~~and services~~ or ~~products~~those ~~made~~of by our suppliers could harm our brand and ~~relations~~customer ~~with~~relationships, ~~our customers and~~ expose us to liability~~. If we experience product recalls~~, weand ~~may~~result ~~incur~~in significant expenses ~~and~~or ~~experience~~ decreased demand ~~for our products~~. ● We ~~acknowledge~~have identified material weaknesses in our internal controls and procedures over financial reporting. InAdditional ~~the future, we may identify additional material~~ weaknesses ~~that~~ may ~~cause~~arise, causing us to fail to meet our reporting obligations, ~~including timeliness,~~ or result in material misstatements ~~of our financial statements~~. ● We rely extensively on information technology systems and ~~could~~ face cybersecurity risks, including potential data breaches and service disruptions. ● We rely on key executive officers, and their knowledge of our business and technical expertise would be difficult to replace. ● We purchase ~~some~~ components, subassemblies, and products from a limited number of suppliers. The loss of these suppliers ~~may~~could ~~substantially~~ disrupt our ability to ~~obtain~~fulfill orders and ~~fulfill~~negatively ~~sales~~affect ~~as we design and qualify new components~~operations. ● Our intellectual property protections may be insufficient to safeguard our technology, ~~adequately.~~and ●we We may beface ~~subject~~infringement to claims ~~of intellectual property infringement~~ or ~~invalidity.~~challenges ~~Expenses~~enforcing ~~incurred for monitoring, protecting, and defending~~ our ~~intellectual~~IP ~~property~~ rights ~~could adversely affect our business. ● Enforcement of our intellectual property rights abroad~~, ~~particularly~~especially ~~in China, is limited, and it is often difficult to protect and enforce such rights~~abroad. ● The intellectual property rights of others may prevent us from developing new products or entering new markets., ●potentially Weharming ~~may~~our becompetitive ~~subject to infringement claims in the future~~position. ● IfFailure of our technology ~~did~~to ~~not~~perform ~~work~~ as planned or ifour weinability ~~were~~to ~~unsuccessful~~develop ~~in developing~~ and ~~selling~~sell new products orcould ~~penetrating~~adversely ~~new~~affect ~~markets,~~ our business and operating results ~~would suffer~~. ● Demand for our defense-related ~~products~~ and ~~products for~~ emergency response ~~services~~products depends on government spending, which may be volatile. ● Regulation of the telecommunications industry, ~~could~~including ~~harm~~changes ~~our~~in ~~operating~~standards ~~results~~or ~~and~~laws, ~~prospects.~~may ●result ~~New~~in ~~regulations~~unanticipated costs or ~~standards~~burdens, ornegatively ~~changes~~affecting inour ~~existing~~business. ~~laws~~● orRapid ~~standards~~technological changes require substantial investments in ~~the~~new ~~United~~products, ~~States~~services, orand ~~internationally~~technologies ~~related~~to remain competitive. Failure to innovate may harm our ~~products~~business. ~~may~~● ~~result~~At inseveral ~~unanticipated~~annual ~~costs~~stockholder ormeetings, ~~liabilities~~we failed to obtain ratification for proposals, ~~which~~raising ~~could~~potential ~~have~~issues awith ~~material~~our ~~adverse~~stockholder-approved ~~effect~~actions. on● Our failure to meet Nasdaq’s or OTC Markets’ continued listing requirements could result in our ~~business~~common stock’s delisting, ~~results~~negatively ofimpacting ~~operations~~its market price, liquidity, and ~~future~~ability ~~sales~~to access capital markets. ● Unstable market and ~~could~~economic ~~place~~conditions ~~additional~~may ~~burdens~~adversely onaffect our ~~business~~financial condition, operations, and share price. ● ~~Our~~Compliance ~~industry~~with isenvironmental, ~~subject~~health, toand ~~rapid~~safety ~~technological~~laws ~~change~~and regulations may increase costs, ~~and~~limit tosupply ~~compete~~chain ~~successfully~~flexibility, weand ~~must~~necessitate ~~make~~product ~~substantial~~design ~~investments~~changes. in● ~~new~~Governmental ~~products~~regulations affecting product imports, ~~services~~exports, or encryption capabilities could reduce revenue and ~~technologies~~impose compliance challenges. ● AtWe ~~several~~recently moved the trading of our ~~annual~~common ~~stockholder~~stock ~~meetings,~~from ~~including~~listing ~~our~~with ~~2019~~The ~~Annual~~Nasdaq ~~Meeting~~Stock ofMarket ~~Stockholders,~~to wequoting ~~failed~~with tothe ~~obtain~~OTC ~~ratification~~Markets byGroup. ~~our~~In ~~stockholders~~the offuture, ~~specific~~we ~~proposals~~may ~~submitted~~move ~~for~~the ~~approval~~quotation of our ~~stockholders~~common atstock ~~prior~~to ~~annual~~a ~~meetings,~~lower ~~which~~tier ~~could~~of bethe ~~deemed~~OTC ~~defective~~Markets ~~corporate~~Group ~~acts.~~or ●remove ~~Our~~it ~~failure~~entirely tofrom ~~meet~~the ~~Nasdaq’s~~quotation. ~~continued~~● ~~listing~~Various ~~requirements~~cost-cutting ~~could~~measures ~~result~~we inhave ~~our~~implemented ~~common~~and ~~stock’s~~may ~~delisting,~~implement ~~which~~in the future could ~~negatively~~unintentionally impact ~~its~~our ~~market~~business, ~~price~~financial ~~and~~condition, ~~liquidity~~ and ~~our~~results ~~ability~~of ~~to access the capital markets~~operations.

Trademarks and Tradenames

The Vislink logo and other trademarks of Vislink appearing in this Annual Report on Form 10-K are the property of Vislink. All other trademarks, service marks and trade names in this Annual Report on Form 10-K are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this report may appear without the ® or ™ symbols.

PART I

Item 1. Business

Overview

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 RF and 5G solutions for collecting live news, sports, entertainment, and news events for the broadcast, ~~markets. We also furnish the~~ surveillance, and defense markets with real-time video intelligence ~~solutions~~ using ~~various~~a ~~tailored~~range of 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 ~~the~~ 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~~RF, 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 ~~that~~ ~~encompass~~ encompassing hardware components, hosted systems management platforms, related software licenses, and ancillary support services.

Industry-wide contributors acknowledge our live broadcast solutions. Our equipment istransmits ~~used to transmit~~ 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 ~~examples~~ include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

Military and Government:

We have developed high-quality RF and 5G solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are ~~specifically~~ designed explicitly 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~~Uncrewed 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~~RF 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~~ground 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~~ intelligence available regardless of location.

Connected Edge Solutions:

Vislink ~~Mobile Viewpoint (MVP)~~ offers ~~the~~ hardware and software solutions ~~needed~~ to acquire, produce, contribute to, and deliver video ~~over~~ 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, 4G, 5G)
	○	satellite
	○	fiber
	○	emerging networks, including Starlink

Our Strategy

Our participation in the Live Production and Mil/Gov sectors allows us to offer various end-to-end, high-reliability, high-data-rate, long-range wireless video transmission solutions.

We ~~use~~offer our solutions for applications in growing market segments, including in-game sports, mobile video feeds, real-time capture and ~~display~~ display footage from drones and other aerial platforms, and rapid- response electronic newsgathering operations.

~~The~~Vislink ~~acquisition~~provides ~~of MVP in August 2021 is a component of our strategy to provide~~ an industry-leading portfolio of live video acquisition, contribution, and distribution solutions that meet the demanding needs of media, enterprise, defense, and government organizations. Our customers can benefit from the ability to address the most transformative trends in today’s live video market, such as:

● live internet video traffic iscontinues ~~growing~~to ~~fast:~~surge, ~~from~~making ~~2016~~up to82.5% ~~2021,~~of ~~there~~global ~~was~~internet atraffic ~~15-fold~~in ~~increase~~2023. inNearly 30% of internet users watch live streams weekly, and live video ~~internet~~is ~~traffic~~projected ~~(71.9~~to account for 25% ~~CAGR);~~of total traffic in 2025 ● the acceleration ~~towards~~toward cloud-based remote production; ● the increasing demand for enhanced video content formats such as 4K, 8K, and 360-degree video, ~~and~~ ● the proliferation of new video transport capable networks such as 5G and Starlink.

~~MPV~~Our ~~has allowed us to expand our~~ offerings, ~~which~~ serve most of these transformative live video trends and economically bring high-quality live production to ~~the~~ previously challenging ~~presentation of historical~~ events, ~~involving~~including amateur and semi-pro ~~athletics~~ sports. ~~MVP’s~~Vislink ~~technology~~continues ~~enhances our go-~~to~~-market~~ ~~strategy as we~~ seek to take advantage of new technologies such as 5G and other new networks and machine learning, which we believe are revolutionizing how video is generated and transported.

~~The~~Since ~~recent~~our acquisition of the assets of Broadcast Microwave Services, LLC. (“BMS”) ~~assets represents a pivotal step~~ in ~~our~~ ~~ongoing~~September ~~mission~~2023, towe ~~enhance~~have expanded our product offerings, ~~extend our market reach, and solidify our position as a force~~ in the Airborne Video Downlink Systems (AVDS) market. ~~The~~This ~~integration~~has ofenhanced ~~BMS’s assets into our operations is expected to enhance~~ the reach of product offerings to our customers as follows:

● itprovided ~~provides~~ us with a long-standing customer base in U.S federal sectors, global OEMs, and EMEA markets, ● ~~combinations~~made ~~to make~~ Vislink the de facto leader in the COFDM/Mesh/5G-Based AVDS, ● access to advanced, reliable, and robust video downlink solutions to drive additional software and services recurring revenue via the air -to -anywhere platform, ● ~~the~~positioned ~~positioning~~us ~~of the Company~~ in the growing drone command and control market, ● provided a one-stop ~~solutions~~solution for live video communications needs, using proprietary ~~COFDM~~RF, bonded cellular, 5G, and AI-driven technologies for public safety, air-to-ground video distribution, streamlining operational processes, and enhancing efficiency, ● provided a more responsive and globally accessible support network, ensuring that customers remain connected with their audiences, teams, and operations, ~~and~~ ● provided new opportunities for our customers to access a more comprehensive array of cutting-edge solutions.

Market

Our services and product offerings broadly address Live Production and Mil/Gov.

~~Within~~We ~~the~~also ~~sports and entertainment market, we~~ have identified the e-sports live-streaming applications markets within the sports and entertainment market as those where our solutions have applicability. The live production market is focused on applying more agile wireless video systems for live production and broadcasting sports, entertainment, and news events. Drivers in this market include small, lightweight, easy-to-use equipment, low-latency video systems, reliability of the wireless links, and the ability to use licensed and unlicensed bands. Current trends within the market ~~reduce~~reflect the reduced physical size of these products further and improve the wireless video systems’ agility as users demand higher link reliability at longer ranges. There is also an increased desire to provide audiences with new views and camera angles to enhance the viewing experience. We address this need by incorporating 4K, HDR, and other emerging video technologies.

The Live Production market’s broadcast news sector looks to improve operational efficiencies in gathering, producing, and transmitting wireless content. Recent trends in the market include a movement towards I.P. connectivity over point-to-point links for infrastructure, high-definition upgrades of remote newsgathering vehicles, and continued pressure to reduce expenses by improving operational efficiencies. We focus on how these customers create and gather content wirelessly. As the wireless communications industry begins transitioning to fifth -generation (5G) networks, the speed increases they ~~will~~are ~~usher~~ushering in ~~expect~~are expected to augment the availability of on-demand live streaming, where our equipment is already in use.

The Mil/Gov market comprises vital segments, including state and local law enforcement agencies, federal agencies, and military system integrators. The market ~~looks~~wants to improve video content’s reliability and quality without adding complexity and omitting technical intervention while operating video systems. State and local agencies benefit from the Department of Homeland Security grant programs to improve overall security. Recent trends within these segments include improved interoperability within agencies and demand for fully integrated systems, including robust microwave combined with ubiquitous I.P. networks; as the wireless video systems become more reliable and straightforward to deploy, the wireless systems’ option rate increases. Customers within this market include state police forces, sheriff’s departments, fire departments, first responders, the Department of Justice, and Homeland Security.

Our Products and Solutions: Overview

We offer a full spectrum of RF and 5G wireless video products built around providing complete solutions. We have traditionally focused on ~~developing~~ developing core product technologies for the final assembled products that cross-market segments. Such technology focus areas include ~~R.F.~~ COFDM, Live Streaming, and microwave component development spanning the frequency range from D.C. to 18GHz, waveform modulation, advanced video encoding (HEVC) and decoding, 4K UHD (Ultra High Definition) camera systems, and digital signal processing. Through these products, we are positioned with significant ~~technology~~technological I.P. and an established reputation for rapidly and economically delivering complex, bespoke engineering products and solutions to customers that are expertly managed to tight deadlines. Production of these products can quickly be scaled to respond to changes in market demand.

Live Production Products and Solutions

Our Live Production Solutions include high-definition communication links that reliably capture, transmit, and manage live event footage. We offer a line of high-margin wireless camera transmitter and receiver products that may be interconnected over I.P. networks, expanding and simplifying their widespread use and significantly reducing deployment costs. HCAM is a 4K Ultra HD-capable on-camera wireless system designed to cover significant events among our transmitter products. CLIQ is a compact COFDM mini camera transmitter engineered for Tier-1 live events, supporting single 4K HDR or dual HD HDR video streams with HEVC encoding. DragonFly V is a miniature HEVC COFDM transmitter that captures high-quality, real-time video from point-of-view cameras, UAVs, and body-worn devices. Our flagship receiver product is the Quantum Receiver. The Quantum is an ultra-low latency, waveform agnostic central receiver representing our premier receiver in all market verticals, including ~~MilGov~~Mil/Gov. Features include HEVC quad signal decode, seamless geographical coverage, ~~and~~ an I.P. stream engine with cloud integration possibilities, OTT, and social media platforms. IP Link 3.0 is a studio-transmitter link system that enables broadcasting service platforms to access new monetization opportunities. Other essential receiver products include the ViewBack, CRx6, and CIRAS-X6. ViewBack is a lightweight, low-power, low latency, dual-channel diversity receiver-decoder that enables quicker production, more efficient editing, and more effective collaboration between camera operators and studio teams. ~~We also offer ultra-compact onboard solutions integrating our MDR (Modular Diversity Receiver) technology with ruggedized support components designed to capture video from high-speed motorsports.~~

AsWe ~~a result of our acquisition of Mobile Viewpoint, we~~ also offer a portfolio of products that includes ~~the~~our ~~WMT~~ line of mobile encoders and TerraLink rack encoders for live streaming over 4G and 5G, ~~and~~as well as systems developed using AI technologies for the automated coverage of news and sports productions., ~~The~~DragonFly ~~TrolleyLive~~V ~~Remote~~5G ~~Pro~~ is ana miniature ~~all~~HEVC wireless bonding transmitter designed to deliver real-intime, broadcast-~~one~~quality ~~production~~video ~~unit~~from ~~for~~point-of-view ~~remote~~cameras, ~~live~~UAVs, and ~~broadcasts~~body-worn devices, supporting video resolutions up to 1080p at 50/60 frames per second. ~~LinkMatrix~~Aero5 is a ~~central~~5G ~~platform~~HEVC ~~for~~4K ~~managing~~UHD ~~all~~airborne ~~devices~~transmitter that ~~and~~offers ~~synchronizing~~an ~~all~~extended, reliable bidirectional link utilizing local cellular infrastructure as the receiving system, supporting video, file transfer, data ~~sources~~communication, push-to-talk, and network connectivity. LiveLink is a 5G bonded cellular transmitter that delivers market-leading video quality with ultra-reliable, low-latency transmission, supporting up to four HD or one UHD 4:2:2, 10-bit HEVC HDR video encoding, making it ideal for versatile mobile camera applications.

~~Quantum~~Vislink’s LinkMatrix is a browser-based management platform that enables remote control of all Vislink products from any device, eliminating the need for direct field management.

IPDragonFly ~~Link~~V: ~~3.0~~RF & 5G transmitter

~~WMT~~Cliq: ~~BaseLink~~RF ~~Encoder~~transmitter

TerraLink 4CM Rack Encoder

~~Mil/Gov~~LiveLink: ~~Products~~5G ~~and Solutions~~transmitter

InHCAM: ~~the~~RF ~~Mil/Gov~~& ~~sector,~~5G the Vislink Airborne Video Downlink System (AVDS) is a comprehensive aerial-based video transmission solution that delivers real-time surveillance to enhance law enforcement, emergency, and critical infrastructure operations. It includes an integrated suite of downlink transmitters, receivers, and antennas that capture real-time, reliable, high-definition video from drones, helicopters, and other aircraft for display at command centers, mobile units, and video management systems. AVDS allows an unlimited number of observers to view the video over any network connection, including wired Ethernet, Wi-Fi, I.P. satellite, and I.P. cellular. AeroLink is an aircraft-based transmitter unit that provides bi-directional data transmission and is tightly integrated with other elements of the AVDS, including the Quantum and our other central receivers. In addition to supporting Mil/Gov applications, AeroLink supports broadcast/ENG applications for transmitting air-based feeds from breaking news and sporting events. The Aero5 is an airborne downlink transmitter that provides an extended bidirectional link using local cellular infrastructure as the receive system. The HHT3 and Mobil Commander are handheld receivers/monitors designed for tactical situations.

AsQuantum: aRF ~~result~~& of5G our acquisition of the assets of BMS in September 2023, we now also offer their wireless microwave equipment designed for use in government surveillance, law enforcement, uncrewed aerial vehicles (“UAV”), and uncrewed ground vehicles (“UGV”) markets.receiver

HHT3

Mobil Commander

AeroLink

Aero5

BaseLink: 5G encoder

TerraLink REMI: 5G encoder

LinkMatrix: RF & 5G management and control

IQ Sports Producer: AI sports video production

Mil/Gov Products and Solutions

In the Mil/Gov sector, the Vislink Airborne Video Downlink System (AVDS) is a comprehensive aerial-based video transmission solution that delivers real-time surveillance to enhance law enforcement, emergency, and critical infrastructure operations. It includes an integrated suite of downlink transmitters, receivers, and antennas that capture real-time, reliable, high-definition video from drones, helicopters, and other aircraft for display at command centers, mobile units, and video management systems. AVDS allows an unlimited number of observers to view the video over any network connection, including wired Ethernet, Wi-Fi, I.P. satellite, and I.P. cellular. AeroLink is an aircraft-based transmitter unit that provides bi-directional data transmission and is tightly integrated with other elements of the AVDS, including the Quantum and our other central receivers. In addition to supporting Mil/Gov applications, AeroLink supports broadcast/ENG applications for transmitting air-based feeds from breaking news and sporting events. The Aero5 is an airborne downlink transmitter that provides an extended bidirectional link using local cellular infrastructure as the receiving system. The HHT3 and Mobil Commander are handheld receivers/monitors designed for tactical situations.

As a result of our acquisition of BMS’s assets in September 2023, we now also offer their wireless microwave equipment designed for use in government surveillance, law enforcement, uncrewed aerial vehicles (“UAV”), and uncrewed ground vehicles (“UGV”) markets.

AeroLink: RF transmitter

Aero5: 5G transmitter

Mobil Commander: RF & 5G handheld receiver

LinkSwitch: RF & 5G control and distribution

LinkMatrix: RF & 5G management and control

Competition and Competitive Positioning

WeOur ~~believe our~~ primary competitors are Domo Tactical Communications (formerly a division of Cobham), Silvus Technologies, Persistent Systems, ~~Troll~~ Troll Systems, and several smaller market-specific businesses.

We believe that we are one of the market share leaders in the professional broadcast and media video transmission sector. We have successfully leveraged our history of broadcast industry leadership, reputation for advanced technology, and the ability to provide end-to-end solutions to maintain and increase our customer base and continue delivering highly competitive offerings. Our products solve a growing market need for regular, high-definition, wireless video communications. Our product offerings address applications in growing market segments, including in-game sports video mobile feeds, real-time capture and display footage from drones and other aerial platforms, and rapid-response electronic newsgathering operations.

~~Since~~To ~~completing the global rebranding of~~ our ~~solutions~~knowledge, ~~under the single~~ Vislink ~~Technologies,~~is ~~Inc. entity in 2018 and~~ the ~~acquisition~~only ofcompany ~~MVP~~ in ~~2021,~~the weworld ~~believe~~that wecurrently ~~can~~provides ~~now~~both ~~offer~~RF anand ~~expanded~~5G ~~range~~live ofvideo ~~product~~technology ~~offerings~~solutions, ~~additional services~~providing seamless, ~~and~~high-quality ~~enhanced~~video ~~capabilities.~~transmission ~~We think this expansion of product offerings will position us~~ for ~~growth~~broadcast, insports, ~~the Live Production~~ and ~~Mil/Gov~~public ~~markets.~~safety ~~We seek to improve margins and control product quality and our competitive agility as we refine our production processes~~applications.

Sales and Marketing

Our sales team comprises sales managers responsible for defined regional areas, inside sales personnel, and business development representatives focused on targeted sectors and regions, supported by solution engineers trained in technical sales with a given market focus. The sales team focuses on helping current customers and nurturing relationships with prospective customers in key domestic and international markets. We employ a combination of sales channels, including direct-to-end customer sales, network group sales, reseller/integrators, and Original Equipment Manufacturer (“OEM”) sales channels to use the most efficient means of reaching customers depending on the market segment. Marketing and public relations activities, digital ~~and print marketing~~ initiatives, the creation of support materials, trade ~~shows,~~ show participation, and other event appearances support our sales efforts.

As of December 31, ~~2023~~2024, our business development, sales, and marketing team comprised 20 full-time employees and ~~five~~four contractors.

Customers

We have developed a significant following based on our product offerings’ reputation for performance, reliability, and advanced technology use. We have created a diverse ~~and stable~~ customer base among ~~blue~~high-~~chip,~~profile ~~tier-1 clients in~~ Live Production ~~markets~~ and ~~high-profile agencies and organizations in~~ Mil/Gov ~~markets~~clients.

Manufacturing and Suppliers

We utilize a combination of external contract manufacturers and internal resources to manufacture, test, assure the quality of, and ship our products,. ~~allowing~~This allows us to develop supply chains tailored to our needs on a per-product and per-solution basis. As we advance, we ~~anticipate~~ anticipate focusing on our core strengths: innovation, ~~and~~ technology design, ~~and~~ developing, creating, and exploiting our intellectual property.

We may continue to rely upon third-party components and technology to build our products, particularly in the short term, as we procure components, subassemblies, and products necessary to manufacture our products based on our design, development, and production needs. While parts and supplies are generally available from various sources, we currently depend on a single or limited number of suppliers for several components for our products. We rely on purchase orders rather than long-term contracts with our suppliers. A delay in production could result if a supply disruption of critical components required us to re-engineer our products to incorporate alternate features.

912

Intellectual Property

We have developed a broad intellectual property portfolio covering wired and wireless communications systems. As of December 31, ~~2023~~2024, we have 11eight patents granted in the United States, no patent applications pending, no provisional applications pending, and one disclosure. Internationally, we have two patents granted, no patent applications pending, and no Patent Cooperation Treaty (PCT) applications.

Areas of our development activities that have culminated in filings and/or awarded patents include:

	●	Self-Organizing Networks;
	●	R.F. Modulation;
	●	Compression (protocols, payload, signaling, etc.);
	●	Modulators/Demodulators;
	●	Antennas/Shielding;
	●	Wired and Wireless Networks;
	●	Media Access Control Protocols; and
	●	Interference Mitigation.

We protect our intellectual property rights using federal, state, and common law rights and contractual restrictions. We control access to our proprietary technology by entering confidentiality and invention assignment agreements with our employees and contractors and confidentiality agreements with third parties. We also actively monitor activities concerning third parties’ infringing uses of our intellectual property.

In addition to these contractual arrangements, we rely on a combination of trade secrets, copyrights, trademarks, trade dress, domain names, and patents to protect our products and other intellectual property. We own a substantial portion of the copyright interests in the software code used in connection with our products and the brand or title name trademark under our marketed products. We pursue our domain names, trademarks, and service marks in the United States and locations outside the United States. Our registered trademarks in the United States include “xG,” “IMT,” “Vislink,” “Mobile Viewpoint,” and the names of our products, among others.

Circumstances outside our control could pose a threat to our intellectual property rights. For example, adequate intellectual property protection may not be available in the United States or other countries where our products are sold or distributed. Also, our efforts to protect our proprietary rights may need to be revised. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business, harming our operating results.

Mobile wireless communications technology and other industries may own many patents, copyrights, and trademarks. They may frequently request license agreements, threaten litigation, or file a suit against us based on infringement allegations or other violations of intellectual property rights. We may face third-party claims that our competitors and non-practicing entities infringe on their trademarks, copyrights, patents, and other intellectual property rights. As our business grows, we might face more claims of infringement.

1013

Company Information

Effective February 11, 2019, xG Technology, Inc. changed its name to Vislink Technologies, Inc. Our predecessor company was initially incorporated in Delaware in 2006. Our executive offices are at 350 Clark Dr., Suite 125, Mt. Olive, NJ 07828, and the telephone number is (908) 852-3700 ~~is the telephone number~~. Our website address is www.vislink.com. Our website’s information is not part of ~~the~~this report ~~but~~and ~~only~~is provided for informational purposes.

On February 10, 2025, we filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to voluntarily delist our common stock from The Nasdaq Capital Market. Our common stock became quoted for trading with the OTCQB® Venture Market (the “OTCQB”) of OTC Markets Group Inc. (“OTC Markets”) on February 12, 2025. The decision to move common stock trading from Nasdaq to OTC Markets was made to reduce costs and improve operational efficiencies.

Available Information

We file reports with the ~~Securities and Exchange Commission (“~~SEC”), ~~and~~which ~~those reports~~ are ~~available~~ free of charge on our website (www.vislink.com) under “About/Investor Information/SEC Filings.” 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 we electronically file such materials or furnish them to ~~the SEC. You can also read and copy any materials~~ ~~we file 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, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The information ~~contained~~ on the SEC’s website is not incorporated by reference into this Form 10-K and should not be considered ~~to be~~ part of this Report. Within ~~the~~our website’s Investors section ~~of our website~~, we provide ~~information concerning~~ corporate governance information, including our corporate governance guidelines, board committee charters, Code of Ethics, and other information. A copy of the Code of Ethics may be provided to ~~any~~anyone ~~person~~ without charge upon written request to: Vislink Technologies, Inc., Attn: Corporate Secretary, 350 Clark Dr., Suite 125, Mt. Olive, NJ 07828. The content reflected on any website reflected in this Report is is not incorporated by reference herein unless expressly noted.

Human Capital

Overall

Our business results depend partly on our ability to successfully manage our human capital resources, including attracting, identifying, and retaining key talent. As of December 31, ~~2023~~2024, we ~~employed~~had ~~112~~105 full-time employees and 11 independent contractors, including 22 in development (including one contractor), two officers, 16 in general and administrative (includes two contractors), 58 in operations (includes three contractors), and 25 in sales and marketing (consists of five contractors). As a global industrial technology company, many of our employees are engineers or trained trade or technical workers focusing on advanced manufacturing, and many possess advanced college degrees. No labor union represented our employees at any of our worldwide facilities as of December 31, 2023.:

WeAs ~~emphasize~~a ~~several~~global ~~measures~~industrial ~~and~~technology ~~objectives in managing its human capital assets~~company, ~~including,~~many ~~among~~of ~~others,~~our ~~employee~~employees ~~safety~~are ~~and~~engineers ~~wellness, talent~~or ~~acquisition~~trained ~~and~~trade ~~retention,~~or ~~employee~~technical ~~engagement,~~workers ~~development~~focusing ~~and~~on ~~training~~advanced manufacturing, ~~diversity~~ and ~~inclusion,~~many ~~and~~possess ~~compensation.~~advanced ~~These~~college ~~targeted ideals vary by country/region~~degrees. ~~They~~As ~~may~~of ~~include~~December ~~annual bonuses~~31, ~~stock-based compensation awards~~2024, ano ~~401(k)~~labor ~~plan~~union ~~with~~represented matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leaves, family care resources, employee assistance programs, and tuition assistance. We also provide our employees ~~with~~at ~~access~~our ~~to various innovative, flexible, and~~worldwide ~~convenient health and wellness programs~~facilities. We designed these programs to support employees’ physical and mental health by providing tools and resources to improve or maintain their health status and encourage engagement in healthy behaviors. We generally consider our employee relations to be good.

11We emphasize several measures and objectives in managing its human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development and training, diversity and inclusion, and compensation. These targeted ideals vary by country/region. They may include annual bonuses, stock-based compensation awards, a 401(k) plan with matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leaves, family care resources, employee assistance programs, and tuition assistance. We also provide our employees access to various innovative, flexible, and convenient health and wellness programs. We designed these programs to support employees’ physical and mental health by providing tools and resources to improve or maintain their health status and encourage engagement in healthy behaviors. We generally consider our employee relations to be good.

Item 1A. Risk Factors

In addition to the other information in this Form 10-K, readers should consider the following essential factors carefully. These factors, among others, in some cases, have affected, and in the future could affect, our financial condition and results of operations and could cause our future results to differ materially from those expressed or implied in any forward-looking statements that appear in this Form 10-K or that we have made or will make elsewhere.

Risks Related to the Company and Our Business

We have incurred losses in the past and may be unable to achieve or sustain profitability in the future.

WeSince inception, we have incurred net losses ~~since inception~~, including net losses of approximately $920.15 million and $139.61 million for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. As a result of ongoing losses, as of December 31, ~~2023~~2024, we had an accumulated deficit of approximately $~~309~~329.27 million, $85.5 million of cash, and $51.70 million of investments in governmental securities. We expect to continue to incur significant sales and marketing, product development, regulatory, and other expenses as we seek to expand existing relationships with our customers, obtain new customers, reach new markets, and develop new products or add new features to our existing products. Our net income (loss) may fluctuate significantly from fiscal period to period. We will need to generate significant additional revenues and/or cost-cutting to achieve and sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any substantial period. Our failure to gain or maintain profitability could negatively impact the value of our common stock.

WeIn ~~may~~November ~~require~~2024, ~~additional~~we ~~capital~~initiated torestructuring ~~fund~~actions ~~our~~to ~~existing~~streamline ~~commercial~~ operations, ~~develop,~~reduce ~~market~~costs, and ~~commercialize~~focus ~~new~~on ~~products~~key markets. The Company incurred one-time costs related to severance, lease termination, and ~~expand~~other restructuring initiatives of approximately $6.5 million in ~~our~~2024. ~~operations~~Expected annual cost savings related to these initiatives are approximately $7.8 Ifmillion. weThere dois ~~not~~no ~~obtain~~assurance ~~additional~~that ~~financing,~~these ~~our~~objectives will ~~business~~be ~~prospects,~~fully ~~financial~~achieved ~~condition~~or that the restructuring will result in all of the anticipated cost savings, and actual results, including the anticipated savings of ~~operations~~these ~~will be~~activities, ~~adversely~~may ~~affected~~differ iffrom ~~required~~these estimates.

Our ~~available~~ability ~~cash~~to ~~balances,~~achieve ~~potential borrowing capacity,~~ and ~~anticipated~~sustain ~~cash~~profitability ~~flow~~will ~~from~~depend ~~operations~~on ~~may~~our ~~need~~ability to besuccessfully ~~revised~~realize tothese ~~satisfy our liquidity requirements~~savings, ~~including~~generate ~~because~~additional ~~of lower demand for our products~~revenue streams, ~~whether~~and asnavigate acompetitive ~~result of the risks described in this Annual Report or otherwise~~pressures. AsFailure ~~such, we may seek~~ to ~~sell~~do ~~common~~so orcould ~~preferred~~adversely ~~equity~~affect orour ~~debt~~financial ~~securities~~condition, ~~other~~operations ~~forms of third-party funding~~results, or ~~seek debt financing. Our current~~ and our ~~future~~common ~~funding~~stock’s ~~requirements will depend on many different factors, including:~~value.

●We may ~~the~~require ~~cost~~additional ofcapital ~~expanding~~to fund our operations ~~and offerings~~, ~~including~~develop ~~our~~new ~~sales and marketing efforts; ● our rate of progress in~~products, and ~~cost~~expand. ofIf ~~the~~we ~~sales~~do ~~and~~not ~~marketing~~obtain ~~activities~~additional ~~associated with~~financing, ~~establishing adoption of~~ our business ~~products and maintaining or improving our sales to our current customers; ● the cost of research and development activities~~prospects, ~~including~~financial research and development relating to new products and technologies or features for existing products; ● the effect of competing technological and market developments; ● costs related to international expansioncondition, and ●results ~~the potential cost and delays resulting from regulatory oversight~~ of ~~our~~operations ~~business~~will ~~and~~be ~~products~~adversely affected.

~~We may~~As ~~also~~of ~~consider~~December ~~raising~~31, ~~additional~~2024, ~~capital~~we had $5.5 million in ~~the~~cash ~~future~~and to$1.0 ~~expand~~million in investments in government securities. While we anticipate cost savings from our ~~business~~restructuring actions, there ~~pursue~~is ~~strategic~~no ~~investments,~~assurance ~~take~~that ~~advantage~~these ofsavings ~~financing~~will be fully realized ~~opportunities,~~or sufficient to meet our long-term strategic objectives. Even if we recognize all or ~~for~~a ~~other~~portion ~~reasons~~of these savings, ~~including:~~these savings may not fully offset our funding needs.

●We may ~~expanding~~require ~~our~~additional ~~sales~~capital ~~and~~in ~~marketing~~the ~~efforts~~future to ~~increase~~fund ~~market adoption of~~ our ~~products~~business and ~~address~~operations. ~~competitive~~We ~~developments;~~may ●also ~~funding~~consider ~~development~~raising ~~and~~additional ~~marketing~~capital ~~efforts~~in the ~~of any~~ future ~~products or additional features~~ to ~~then-current~~expand ~~products;~~our ~~● acquiring~~business, ~~licensing,~~pursue orstrategic ~~investing~~investments, intake ~~new~~advantage ~~technologies;~~of ●financing ~~providing~~opportunities, ~~for~~or ~~supply and inventory costs associated with plans to accommodate potential increases in demand~~ for ~~our~~other ~~products; ● acquiring or investing in complementary businesses or assets~~reasons, ~~and ● financing capital expenditures and general and administrative expenses.~~including:

12● Expanding operations and sales/marketing efforts to increase our market share and address evolving customer needs. ● Developing and commercializing new technologies and products or improving existing products to remain competitive in the market. ● Responding to competitive pressures that may require adjustments in pricing, technology investments, or market strategies. ● Meeting inventory requirements associated with anticipated demand surges or supply chain disruptions. ● Pursuing strategic acquisitions or partnerships that complement our existing business, enhance product offerings, or open new markets. ● Addressing regulatory compliance costs resulting from evolving domestic and international regulations.

Additional capital may not be available to us at such times or in ~~needed~~the amounts needed. Even if capital is available, it might be available only on ~~unfavorable~~ unfavorable terms. Any issuance of additional equity or equity-linked securities could bedilute ~~dilutive to~~ our existing stockholders, and any new ~~equity~~ equity securities could have rights, preferences, and privileges superior to those of holders of our common stock. Debt financing, if available, may involve restrictive covenants on our operations or our ability to incur additional debt, pay dividends, repurchase our stock, make investments, and engage in merger, consolidation, or asset sale transactions. If we raise additional funds through collaboration ~~and~~ and licensing arrangements with third parties., Itit may be necessary to relinquish or license some rights to our technologies or products on on terms that are not favorable to us. If access to sufficient capital is unavailable as and when needed, our business will be materially impaired. We may be required to cease operations, curtail one or more product development or expansion programs, significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors, or liquidate all our assets.

Furthermore, we may require additional capital to develop new products in the future, and we may not be able to secure adequate additional financing when needed on acceptable terms or at all. To execute our business strategy, we may issue additional equity securities in public or private offerings, potentially at discounts to our common stock’s current or future market price. If we ~~can~~cannot secure further funding, we we may be ~~able~~forced to forego strategic opportunities or delay, scale back, ~~and~~or eliminate future product development.

Our global operations expose us to risks associated with public health crises or pandemic outbreaks. These crises or outbreaks could disrupt our operations and materially and adversely affect our results of operations and financial condition.15

Our ~~business~~global ~~may~~operations beexpose ~~exposed~~us to risks associated with public health crises, ~~such~~or ~~as pandemics and epidemics. Widespread outbreaks of a~~ pandemic~~, such~~ as the COVID-19 pandemic, have created a significant global economic downturn, disrupted global trade and supply chains, adversely impacted many industries, and contributed to significant volatility in financial marketsoutbreaks. AThese ~~public~~crises ~~health crisis~~ or anoutbreaks ~~outbreak of a pandemic in one or more of the geographic areas in which we operate~~ could ~~affect~~ disrupt our ~~ability~~operations ~~to source product materials~~ and ~~components, labor,~~materially and ~~otherwise to provide products and services to our customers and~~ adversely affect ~~our~~the results of our operations and financial condition.

Our business may be exposed to risks from public health crises, such as pandemics. Events like the COVID-19 pandemic have disrupted supply chains, increased costs, reduced customer demand, and created economic volatility, which could materially affect our operations and financial results. Future public health crises, the emergence of new variants, or other global disruptions could impair our ability to source materials, secure labor, or deliver products to customers, resulting in adverse financial impacts.

Our industry is highly competitive, and we may need to compete more effectively.

The communications industry is highly competitive, ~~rapidly evolving,~~ and ~~constantly~~rapidly ~~changing~~evolving. WeMany ~~expect that new~~ competitors are ~~likely to join existing competitors. Many of our competitors may be~~ larger, ~~and~~with ~~have~~ more ~~excellent~~significant financial, technical, ~~operational, marketing,~~ and ~~other~~operational resources ~~and experience than we do~~. IfThe ~~a competitor expends significant resources, we may not compete successfully. Also, the~~ pace of technological change ~~makes~~also itintroduces ~~impossible~~the potential for ~~us to predict whether we will face~~ new competitors ~~using~~to use different ~~technologies~~or more tocost-effective ~~provide products~~technologies. If ~~our~~we ~~competitors~~cannot ~~were~~compete tosuccessfully ~~offer~~or ~~better~~differentiate ~~and more cost-effective products than~~ our products, weour ~~might~~market ~~not~~share beand ~~able~~financial performance tomay ~~capture~~be ~~any~~adversely ~~significant market share~~affected.

Defects or errors in our products and services or products made by our suppliers could harm our brand and relations with our customers and expose us to liability. If we experience product recalls, we may incur significant expenses and experience decreased demand for our products.

Our ~~products are inherently~~ complex ~~and~~products may contain defects ~~and~~or errors that ~~are~~become apparent only ~~detectable~~during ~~when the products are in~~ use~~. Because our products are used for personal and business purposes~~, ~~such~~potentially ~~faults or errors could severely impact our end customers,~~ damaging our reputation and customer relationships and exposing us to liability. Defects ~~or impurities~~ in ~~our~~ components, materials, or software, ~~equipment~~from ~~failures, or~~our ~~other~~suppliers ~~difficulties~~ could ~~adversely~~disrupt ~~affect our~~ customers’ operations, ~~ability~~reduce ~~to ship products on a timely basis and customer or licensee~~ demand for our products., ~~Any shipment delays or declines in demand could reduce our revenues~~ and harm our ~~ability to achieve or sustain desired levels of profitability~~revenues. ~~Our~~Additionally, ~~customers~~recalls, ~~may~~rework, ~~also experience component~~ or ~~software~~repairs ~~failures~~stemming orfrom ~~defects requiring significant~~ product defects ~~recalls,~~may ~~rework,~~result ~~and~~in ~~repairs~~significant expenses not fully covered by warranty reserves, further impacting profitability.

Future impairment charges could have a material adverse effect on our financial condition and the results of operations.

We ~~must~~evaluate ~~test our~~ finite-lived intangible assets for impairment ifwhen events ~~occur~~ or ~~circumstances~~changes ~~change~~in ~~that~~circumstances ~~would~~suggest ~~indicate~~their ~~that~~carrying ~~the remaining net book~~ value ofmay ~~the intangible assets might~~ not be recoverable. ~~These~~Such events ~~or circumstances~~ could include a significant ~~change~~changes in the business climate, ~~including a substantial,~~ sustained ~~decline~~declines in ~~an entity’s~~ market value, legal ~~factors,~~or ~~operating~~regulatory ~~performance indicators~~actions, ~~competition,~~or the sale, or ~~disposition~~disposal of ~~a considerable portion of our~~ business, ~~potential government actions, and other factors~~segments. If ~~our~~the ~~finite-lived intangible assets’~~ fair value isof ~~less~~these ~~than~~assets falls below their book value ~~in the future~~, we ~~could~~ may be required to record significant impairment charges., ~~The~~which ~~amount of any future impairment~~ could bematerially ~~significant~~affect ~~and could have a material adverse effect on~~ our ~~reported~~ financial results ~~for~~in the period ~~in which the charge is taken~~incurred.

Although our products may not cause users technical issues, our business and reputation may be harmed if users perceive our solutions to cause a slow or unreliable network connection or a high-profile network failure.

WeOur ~~expect our~~ products toare beused in ~~many~~various ~~different locations and user~~ environments ~~and~~to ~~can~~deliver ~~provide~~ video transmission, mobile broadband connectivity, and interference mitigation~~, among other applications~~. ~~Our products’ ability to operate effectively can be negatively impacted~~ byWhile ~~many~~external ~~different~~factors ~~elements~~ unrelated to our products. ~~Although our products~~ may ~~not~~impact ~~cause technical issues~~performance, users ~~often~~might ~~may~~incorrectly perceive ~~the~~ ~~underlying cause of~~ our technology’s ~~poor~~as ~~performance.~~the ~~This~~cause of ~~perception,~~poor ~~even~~network ifreliability ~~incorrect,~~or ~~could harm our business and reputation~~failures. Similarly, a high-profile network ~~failure~~failures ~~may be~~ caused by ~~improper~~components ~~operation or failure of a network component~~ we did not supply. ~~Still,~~could still ~~other~~be ~~service~~attributed ~~providers~~to ~~may perceive that~~ our products ~~were implicated~~, ~~which,~~damaging ~~even~~our ~~if incorrect~~reputation, ~~could harm our~~ business, ~~operating results,~~ and financial ~~condition~~results.

Our ability to sell our products will be highly dependent on the quality of our support and service offerings, and our failure to offer high-quality support and services would adversely affect our sales and ~~the~~operating results ~~of operations~~.

~~Once~~Our ~~our products are deployed, our~~ channel partners and end customers ~~will~~rely ~~depend~~ on our support organization to resolve ~~any~~product-related issues ~~relating to our products~~. ~~Significant~~Effective support ~~will~~is ~~be necessary~~ critical for ~~our products’~~ successful marketing, ~~and~~ sales~~. In many cases~~, ~~our~~and ~~channel partners~~customer ~~will~~retention. ~~likely provide support directly to our end customers~~However, ~~and~~ we ~~will~~have ~~need~~limited ~~more~~ control over the quality of ~~the~~ support ~~supplied by~~ our channel partners. provide, ~~These~~who ~~channel partners~~ may also support ~~other~~ third-party products, potentially ~~distracting~~diverting resources from ~~support for~~ our ~~products~~solutions. Our channel partners ~~need~~may fail to effectively assist ~~our end~~ customers in deploying our products, ~~succeed~~resolving ~~in helping our end customers quickly, resolve~~ post-deployment issues, or ~~provide~~providing adequate ongoing support. toIn each ~~maintain~~case, our ~~ability~~reputation toand ~~sell~~ability ~~our products~~ to ~~existing~~generate ~~end~~sales ~~customers.~~may ~~Our reputation with potential end customers could~~ be harmed. WeAdditionally, ~~sometimes~~performance ~~guarantee~~guarantees aoffered ~~certain performance level~~ to ~~our~~customers ~~channel~~or partners could ~~and~~result ~~end~~in ~~customers,~~significant ~~which could prove~~ resource~~-intensive~~ demands and ~~expensive~~expenses if unforeseen technical problems arise.

We are subject to increasing operating costs and inflation risks, which may adversely affect our performance.

~~While~~We face rising operating costs driven by inflationary pressures, including higher wages, benefits, and other expenses. While we ~~attempt~~aim to offset these increases ~~in operating costs~~ through ~~various~~revenue ~~measures~~growth ~~focused~~and onoperational ~~increasing revenues~~efficiencies, there is no assurance ~~that we~~these efforts will ~~do so~~succeed. ~~Therefore,~~If operating expenses ~~may~~ rise faster than ~~associated~~ revenues, ~~resulting in a material adverse impact on~~ our cash flow and margins could be materially impacted.

WeInflationary ~~are~~wage ~~also impacted by inflationary~~ increases ~~in wages and benefits~~, whether ~~driven~~due byto competition for talent or ordinary ~~course~~ pay ~~increases and~~adjustments, ~~other~~may ~~rising~~further increase costs. ~~Increases~~across in the ~~inflation rate could also significantly impact our cost base. In all~~ countries in which we operate~~, wage~~. ~~inflation,~~Our ~~whether~~profitability ~~driven by competition for talent or ordinary course pay increases,~~ may ~~also~~be ~~increase~~reduced ~~our cost of providing services and reduce our profitability~~ if we ~~are~~cannot ~~not able to~~ pass ~~those~~these costs on to ~~our~~customers ~~clients~~ or ~~charge~~justify premium ~~prices when justified by market demand~~pricing.

1416

We may need to recruit and retain qualified personnel, which may affect our business, financial condition, results of operations, and prospects.

WeAs ~~expect~~we ~~to rapidly~~ expand our operations and ~~grow our~~ sales, development, and administrative functions., ~~This~~we ~~expansion~~will ~~is expected to significantly strain our management and~~ require ~~hiring~~additional ~~a considerable quantity of~~ qualified personnel. ~~Accordingly~~However, ~~recruiting and retaining~~ ~~such~~competition ~~personnel~~for inskilled ~~the~~talent ~~future will be critical to our success. There~~ is intense, ~~competition~~and ~~from~~failure ~~other companies for qualified personnel in our activities. If we fail~~ to ~~identify,~~ attract, retain, and motivate ~~these~~ highly skilled ~~personnel,~~individuals wecould ~~may~~hinder beour ~~unable~~ ability to ~~continue~~ execute our marketing and development activities,. ~~which~~This ~~could~~may adversely ~~affect~~impact our business, financial condition, ~~results~~and ofgrowth ~~operations, and~~ prospects.

We rely on key executive officers, and their knowledge of our business and technical expertise would be difficult to replace.

We depend ~~highly~~ on our executive officers ~~because~~for of their ~~expertise~~technical knowledge, management skills, and experience in the telecommunications industry. Although Wewe have agreements with ~~our~~these ~~executive~~ officers containing customary ~~non-disclosure,~~confidentiality and non-compete, ~~confidentiality~~provisions, ~~and~~we ~~assignment of inventions provisions. Our officers~~ do not ~~have~~maintain “key person” life insurance policies. The loss of ~~our~~ key personnel’s ~~technical knowledge, management, and industry expertise~~ could ~~result~~delay ~~in delays in~~ product development, ~~the~~reduce ~~loss~~customer ~~of customers and sales~~retention, and ~~the diversion~~divert of management resources, adversely affecting our operating results.

We purchase some components, subassemblies, and products from a limited number of suppliers. The loss of these suppliers may substantially disrupt our ability to obtain orders and fulfill sales as we design and qualify new components.

We ~~sometimes~~ rely on third-party components and technology, towith ~~build~~some ~~and~~sourced ~~operate~~from ~~our~~a ~~products.~~single ~~Until~~or ~~full~~limited ~~integration~~number ~~with~~of ~~IMT~~suppliers. ~~and~~Our ~~VCS, we may rely on our~~ contract manufacturers ~~to obtain the parts, subassemblies, and products necessary to manufacture our products. Shortages~~ inoften ~~components~~depend weon ~~use~~purchase inorders ~~our~~rather ~~products~~than ~~are~~long-term ~~possible,~~contracts ~~and~~with ~~our~~these ~~ability to predict such components’ availability is limited. While parts and supplies are generally available from various sources~~suppliers, ~~our~~increasing ~~contract~~the ~~manufacturers~~risk ~~currently depend on a single or limited number~~ of ~~suppliers~~supply ~~for several of our products~~shortages. If ~~our~~ these suppliers ofcontinue ~~these~~providing components or ~~technology~~prioritize ~~were to enter into exclusive relationships with~~ other ~~providers of wireless networking equipment or were to discontinue providing such components and technology to us~~customers, ~~and~~our weproduct ~~could not~~delivery ~~replace them cost-effectively or at all, our~~ ability tocould ~~deliver our products would~~ be ~~impaired~~improved. ~~Our contract manufacturers generally rely on purchase orders rather than long-term contracts with these suppliers.~~

~~Specific~~Supply ~~supply~~ chain disruptions ~~may~~due ~~also~~to ~~arise because of~~ global conflicts, such as the ~~armed conflict between~~ Russia ~~and~~ -Ukraine war, the ~~war~~conflict in Gaza, or trade sanctions, ~~and similar events. It~~ may befurther ~~difficult for us to assess~~ limit our ~~suppliers’~~access ~~ability~~ to ~~meet~~essential ~~our future demand promptly based on past performance~~parts. AsEven aif ~~result,~~they ~~even~~are if available, ~~our contract manufacturers and~~ we may ~~not~~face ~~secure~~challenges securing sufficient components at reasonable prices or of acceptable quality. toThese ~~build~~supply ~~our~~constraints ~~products~~could ondelay ~~time. Therefore~~production, wehinder ~~may~~our beability ~~unable~~ to meet customer demand, ~~for~~and ~~our~~adversely ~~products,~~impact ~~adversely affecting~~ our business, operating results, and financial condition.

The imposition of tariffs could adversely affect our business and financial results.

Many of our raw materials are sourced, directly or indirectly, from outside the U.S. The current U.S. presidential administration has enacted tariffs on raw materials from various countries, and the rapidly evolving international trade environment has created economic and operational uncertainties that could significantly harm our business and results of operations. Any significant changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, between the U.S. and countries from which we source raw materials could require us to take specific actions, including but not limited to raising prices on products we sell and seeking alternative sources of supply from vendors in other countries with whom we have less familiarity, which could adversely affect our reputation, sales, and our results of operations.

Additionally, tariffs and duties are often based on the classifications of the goods imported, which are routinely subject to review by customs authorities. We cannot predict whether those authorities will change the determination of the classifications of any of our imports. Any such changes could result in increased tariffs or duties, or other restrictions on our importation of goods. The imposition of and our response to new or enhanced trade restrictions on imports or exports, or any selective or inconsistent application relating to trade restrictions, could result in a substantial adverse effect on our business, competitive position, results of operations, and financial condition.

We do not have long-term contracts with our existing contract manufacturers. The loss of any of our current contract manufacturers could adversely affect our business, operating results, and financial condition.

We do not have long-term contracts with our existing contract manufacturers. If any of ~~our~~them ~~current~~become ~~contract manufacturers are~~ unable or unwilling to manufacture our products, inwe ~~the~~may ~~future,~~face ~~the~~delays ~~loss~~or ofincreased ~~such~~costs ~~contract~~in securing alternative manufacturers. Such disruptions could adversely ~~affect~~impact our ability to fulfill customer demand, harming our business, operating results, and financial condition.

Our intellectual property protections may be insufficient to safeguard our technology adequately.

~~Given~~Our ~~the rapid pace of innovation and technological change within the wireless and broadband industries, our personnel, consultants, and contractors’ technical and creative skills and~~ ability to ~~develop, enhance, and market new products and upgrade existing products are critical to continued success. Our success and ability to~~ compete effectively ~~depend~~depends on the proprietary technology we ~~have~~develop ~~developed~~ internally. We ~~rely primarily on patent laws to protect our proprietary rights.~~ As of December 31, ~~2023~~2024, ~~in the United States,~~ we have 11eight ~~patents~~U.S. patents granted, notwo ~~patent~~international ~~applications~~patents ~~pending~~granted, and no ~~provisional applications~~ pending. ~~Internationally, we have two patents granted, no~~ patent ~~applications~~ ~~pending, and no Patent Cooperation Treaty (PCT)~~ applications. ~~There~~However, ~~can~~there beis no assurance that ~~patents are awaiting, that~~ future ~~patent applications~~ patents will be issued, or that we will have the resources to ~~protect~~enforce any ~~such~~ issued ~~patent~~patents ~~from~~against infringement ~~if issued~~.

~~Further,~~We wealso ~~cannot~~rely ~~patent critical technology for our business. To date, we have relied~~ on copyright, trademark, ~~and~~ trade secret laws, ~~as well as confidentiality procedures, non-compete~~ and ~~work-for-hire~~contractual ~~invention assignment~~ agreements, ~~and licensing arrangements with our employees, consultants, contractors, customers, and vendors,~~ to ~~establish and~~ protect our ~~rights to this~~ technology ~~and, to the best extent possible, control the access to and distribution of our technology, software, documentation, and other proprietary information~~. Despite these ~~precautions~~measures, it ~~may be possible for a~~ third parties ~~party~~can to copy, misappropriate, or ~~otherwise obtain and~~ use ~~this~~our ~~technology~~proprietary information without authorization. Policing unauthorized use ~~of this technology~~ is challenging~~. We need to be confident that our steps will prevent the misappropriation of or prevent unauthorized~~, ~~third~~particularly ~~parties~~in ~~from~~jurisdictions ~~obtaining~~with orlimited ~~using~~IP ~~the technology we rely on~~protections. ~~Also~~Additionally, ~~adequate~~some ~~protection~~critical ~~may~~technology cannot be ~~unavailable~~patented, orincreasing ~~limited~~reliance on inother ~~some jurisdictions~~safeguards. Litigation may be necessary into ~~the~~enforce ~~future~~our torights, ~~enforce~~which orcould ~~protect~~be ~~our~~costly ~~rights~~and uncertain.

We may be subject to claims of intellectual property infringement or invalidity. Expenses incurred for monitoring, protecting, and defending our intellectual property rights could adversely affect our business.

~~Competitors~~We ~~and~~may ~~others~~be ~~may~~subject ~~infringe~~to onclaims ~~our~~alleging intellectual property ~~rights~~infringement or ~~allege~~invalidity, weresulting ~~have~~in ~~violated~~costly ~~theirs~~litigation, damage, or the need to purchase licenses. If we are found to infringe on others’ rights, we ~~could~~may be required to discontinue ~~offering~~ certain products or systems~~, pay damages, or purchase a license from its owner to use the intellectual property in question~~. Monitoring ~~infringement~~ and ~~misappropriation~~protecting ofour intellectual property ~~can~~are bechallenging ~~difficult~~ and expensive, and weundetected ~~may~~infringements ~~be unable to detect infringement~~ or ~~misappropriation of our proprietary rights. We may also incur significant litigation~~misappropriations ~~expenses in protecting our intellectual property or defending our use of intellectual property, reducing our ability to fund product initiatives. These expenses~~ could ~~hurt~~weaken our ~~future~~competitive ~~cash flows and the results of operations~~position. ~~Litigation can also distract management from the day-to-day operations of the business.~~

Litigation to protect or defend intellectual property can be resource-intensive, reducing funds available for product initiatives and distracting management from daily operations. These expenses and disruptions could adversely affect our cash flow, results of operations, and overall business performance.

Enforcement of our intellectual property rights abroad, particularly in China, is limited, and it is often difficult to protect and enforce such rights.

~~Many~~Intellectual ~~companies have encountered substantial intellectual~~ property ~~infringement in countries where we sell, or intend to sell, products or have our products manufactured. Patent~~ protection outside the United States is generally less comprehensive ~~than~~and ~~in the United States~~enforceable. It ~~may~~In ~~not~~particular, ~~protect~~China’s ~~our~~ intellectual property inregime ~~some~~presents ~~countries~~challenges ~~where~~due ~~our~~to ~~products~~limited ~~are~~legal ~~sold~~protections, orinconsistent ~~may~~enforcement, beand ~~sold~~prolonged intimelines ~~the~~for ~~future~~resolving claims. ~~Even~~These ifissues ~~patents are~~make ~~granted~~it ~~outside~~challenging ~~the~~to ~~United~~prevent ~~States,~~the ~~effective~~misappropriation ~~enforcement~~or ~~may~~unauthorized ~~not~~copying beof ~~available~~our intechnology ~~those~~and ~~countries~~products.

InInfringement ~~particular,~~cases ~~the~~in ~~legal regime relating to~~ China~~’s intellectual property rights is limited~~, ~~and it is often difficult to protect and enforce~~ such ~~rights.~~as ~~The~~unauthorized ~~regulatory~~manufacturing ~~scheme~~or ~~for~~sales ~~implementing~~involving ~~China’s~~patented ~~intellectual~~inventions, ~~property laws~~ may ~~not~~ be asdifficult developed as other countries’ regulatory schemes. Any advancement of an intellectual property enforcement claim through China’s regulatory system may require extensive time, allowing intellectual property infringers to ~~continue~~sustain ~~mostly~~due ~~unimpeded,~~ to ~~our commercial detriment in the~~unclear ~~Chinese and other export markets. Also,~~ rules of evidence ~~may~~and beregulatory ~~unclear,~~inconsistencies. ~~inconsistent,~~These orchallenges ~~difficult~~could toallow ~~comply~~competitors ~~with, making it difficult~~ to ~~prove~~harm ~~infringement of~~ our ~~intellectual~~business ~~property~~by ~~rights.~~reducing Asproduct ~~a result~~pricing, diluting ~~enforcement~~our ~~cases~~brand ~~involving technology~~reputation, ~~such as copyright infringement of software code~~ or ~~unauthorized~~impacting ~~manufacture~~sales orin ~~sale~~the ofChinese ~~products~~and ~~containing~~other ~~patented~~export ~~inventions, may be difficult or impossible to sustain~~markets.

These factors may make it increasingly complicated for us to enforce our intellectual property rights against parties misappropriating or copying our technology or products without our authorization, allowing competing enterprises to harm our business in the Chinese or other export markets by affecting the pricing for our products, reducing our sales, and diluting our brand or product quality reputation.

The intellectual property rights of others may prevent us from developing new products or entering new markets.

The telecommunications industry isevolves ~~characterized by the rapid development of new technologies~~rapidly, ~~which~~requiring ~~requires~~ us to ~~continuously~~ introduce new products and continuously expand into ~~new~~emerging markets ~~that may be created~~. ~~Therefore~~However, ~~our success depends on adapting our products and systems, incorporating~~ ~~new~~if ~~technologies,~~key ~~and growing into markets that new~~ technologies ~~may design. If technologies~~ are protected by ~~others’~~the intellectual property rights of others, including ~~our~~ competitors, we may be ~~prevented~~unable ~~from~~to ~~introducing~~incorporate them ~~new~~into our products or ~~expanding~~enter ~~into~~the ~~new~~ markets ~~created~~they ~~by these technologies~~create. IfSuch ~~others’~~restrictions ~~intellectual~~could ~~property~~limit ~~rights~~our ~~prevent~~innovation, usreduce ~~from using innovative technologies~~competitiveness, and harm our financial condition, operating results, or ~~prospects~~growth ~~may be harmed~~prospects.

We may be subject to infringement claims in the future.

We may ~~need~~unknowingly toinfringe beon ~~made aware of~~ filed patent applications ~~and~~or issued patents ~~that could include claims~~ covering our products. ~~Parties~~Infringement ~~making~~ claims ofcould ~~infringement~~result ~~may~~in ~~be able to obtain injunctive~~ injunctions or other equitable relief that ~~could effectively~~ block ~~our~~us ~~ability~~from toselling ~~sell~~ or ~~supply~~ supplying our products or ~~license~~licensing our technology. ~~and~~Defending ~~cause~~such usclaims tocould require ~~pay~~ substantial ~~royalties~~resources, ~~licensing fees, or damages. The defense of any lawsuit could~~ divert management’s ~~efforts and~~ attention, ~~from ordinary business operations~~ and ~~result~~lead into time-consuming and ~~expensive~~ costly litigation, regardless of the merits ~~of such claims~~. These outcomes may (i) require us to stop selling products or using technology that contains the allegedly infringing intellectual property; (ii) need us to redesign those products that have the allegedly infringing intellectual property; (iii) require us to pay substantial damages to the party whose intellectual property rights we may be found to be infringing; (iv) result in the loss of existing customers or prohibit the acquisition of new customers; (v) cause us to attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all; (vi) materially and adversely affect our brand in the market place and cause a substantial loss of goodwill; (vii) cause our stock price to decline significantly; (viii) materially and adversely affect our liquidity, including our ability to pay debts and other obligations as they become due; or (ix) lead to our bankruptcy or liquidation.

Infringement claims could also result in:

	●	Stopping the sale of allegedly infringing products or the use of related technology.

	●	Redesigning products to avoid infringement.

	●	Paying substantial damages or licensing fees.

	●	Loss of customers or barriers to acquiring new ones.

	●	Damage to our brand and goodwill.

	●	Declines in stock price and liquidity affect our ability to meet obligations.

	●	In extreme cases, bankruptcy or liquidation.

These outcomes could materially and adversely affect our business, financial condition, and prospects.

We rely on the availability of third-party licenses. If these licenses are available only on less favorable terms or not in the future, our business and operating results will be harmed.

WeOur ~~have~~products ~~incorporated~~incorporate third-party licensed technology, ~~into~~and ~~our~~we ~~products. It~~ may beneed ~~necessary~~ to renew existing licenses ~~relating to these products~~ or ~~seek~~acquire ~~additional~~new ~~licenses~~ones for ~~existing~~current or ~~new~~ future products. There ~~can~~is be no assurance that ~~the~~these ~~required~~ licenses will be available on ~~acceptable~~ favorable terms or at all. ~~The~~Failure ~~inability~~ to obtain ~~specific~~required licenses ~~or other rights, or to obtain those licenses or rights on favorable terms,~~ or ~~the~~engaging ~~need to engage~~ in litigation ~~regarding~~over ~~these~~licensing ~~matters~~rights could ~~result~~delay ~~in delays in~~ product releases ~~until such time, if ever, as equivalent technology could be identified, licensed or developed~~ and ~~integrated~~adversely ~~into~~affect our ~~products and might have a material adverse effect on our~~ business, operating results, and financial condition. ~~Moreover, including intellectual property licensed from third parties in our products on a nonexclusive basis could limit our ability to protect our proprietary rights.~~

Additionally, reliance on nonexclusive third-party licenses may limit our ability to protect our proprietary rights and reduce our competitive advantage.

We expect to base our inventory purchasing decisions on our forecasts of customers’ demand, and if our projections are inaccurate, our operating results could be materially harmed.

AsWe ~~our customer~~ base ~~increases,~~inventory wepurchasing ~~expect~~decisions ~~to place orders based~~ on customer demand forecasts, ~~with~~which ~~our~~involve ~~contract manufacturers. Our projections will be based on~~ multiple assumptions, ~~each~~and ~~of which~~ may ~~cause~~not ~~our estimates to~~ be ~~inaccurate, affecting our ability to provide products to our customers~~accurate. ~~When~~If ~~demand for our products increases significantly,~~ we underestimate ~~may not be able to meet~~ demand ~~on a timely basis~~, ~~and~~ we may ~~need~~ tosucceed ~~expend~~in ameeting ~~significant amount of time working with our customers to allocate limited supply and maintain positive~~ customer ~~relations~~needs, or weresulting ~~may~~in ~~incur~~lost ~~additional costs to rush the manufacture and delivery of other products. If we underestimate customers’ demand, we may forego~~ revenue opportunities, ~~lose~~damaged ~~market share~~customer relationships, and ~~damage~~potential ~~customer~~market ~~relationships~~share losses. Conversely, ifoverestimating ~~we overestimate customer~~ demand~~, we~~ ~~may~~could ~~purchase~~lead ~~more~~to ~~inventory~~excess ~~than we can sell at any given time~~ or atobsolete ~~all. Also~~inventory, ~~we grant our distributors~~ stock rotation ~~rights,~~returns ~~which require us to accept stock back~~ from ~~a distributor’s inventory~~distributors, ~~including~~and ~~obsolete~~reduced inventory. ~~As a result of our failure to correctly estimate the demand for our products, we could have excess or obsolete inventory, resulting in a decline in our inventory~~ value, ~~which would~~increasing ~~increase our~~ costs ~~of revenues~~ and ~~reduce~~lowering ~~our~~ liquidity. ~~Our failure to accurately manage inventory relative to demand would adversely affect our operating results.~~

17Failure to align inventory with customer demand could materially impact our revenue, costs, and operating results.

If our technology did not work as planned or if we were unsuccessful in developing and selling new products or penetrating new markets, our business and operating results would suffer.

Our ~~ability~~success ~~to compete successfully~~ depends on our ability to design, develop, ~~manufacture,~~and ~~assemble, test,~~ market, ~~and support~~ new products and enhancements onthat ameet ~~timely~~evolving ~~and~~customer ~~cost-effective basis to keep pace with market~~ needs ~~and satisfy customers’ demands~~. Our ~~success and ability to compete depend on the~~ technology ~~we have developed or may develop in the future. There is a risk that the technology we~~ ~~have~~must ~~developed~~perform ~~or may develop may not work~~ as intended ~~or that the technology marketing may not be as successful as anticipated. Further, the markets in which our customers~~ and weachieve ~~compete~~market oracceptance ~~plan~~ to ~~compete~~maintain ~~are characterized by regularly and rapidly changing technologies and technological obsolescence. A fundamental technological shift in~~ our ~~target markets could harm our~~ competitive position~~. Our failure to anticipate these shifts~~, ~~develop new technologies, or react to changes in existing technologies could materially delay our development of new products, resulting in product obsolescence, decreased~~ revenue, and ~~a loss of~~ customer ~~wins to our competitors~~relationships. New technologies and products require substantial investment, prolonged development, and testing before being commercially viable. We intend to continue investing significantly in developing new technologies and products. We may not be able to build or acquire new products or product enhancements that compete effectively within our target markets or differentiate our products based on functionality, performance, or cost, and our latest technologies and products will not result in meaningful revenue. Any delays in developing and releasing new or enhanced products could cause us to lose revenue opportunities and customers. Any technical flaws in product releases could diminish our products’ innovative impact and harm customer adoption and reputation. If we fail to introduce new products that meet our customers’ demands or target markets, do not achieve market acceptance, or forget to penetrate new markets, our revenue will not increase over time, and our operating results and competitive position will suffer.

Rapid technological changes and potential obsolescence characterize the markets we target. Failure to anticipate shifts, develop new technologies, or adapt to market changes could result in product obsolescence and revenue loss. Developing new products requires significant investment, prolonged development cycles, and rigorous testing, and there needs to be assurance that these efforts will yield meaningful revenue or competitive differentiation.

Delays in product development or technical flaws in releases could diminish market impact, harm our reputation, and reduce customer adoption. If we fail to introduce successful products or expand into new markets, our business, competitive position, and operating results will suffer.

We rely extensively on information technology systems and could face cybersecurity risks.

WeOur ~~rely~~business ~~extensively~~depends ~~and~~heavily ~~increasingly~~ on secure information ~~technologies~~technology ~~and~~systems ~~infrastructure~~ to manage ~~our business~~operations, ~~including~~develop ~~developing~~ new ~~business~~ opportunities, and ~~digital~~support ~~streaming~~ digital products and services. ~~Our~~Cybersecurity ~~business operations depend on secure transmission and other data and video processing over the internet and interconnected systems. Malicious technology-related events~~threats, ~~such~~including ~~as cyberattacks, computer~~ hacking, ~~computer~~ ~~viruses~~phishing, ransomware, ~~worms,~~ and ~~other destructive or disruptive software and other attempts to access confidential or personal~~ data, ~~denial of service attacks~~breaches, ~~and other malicious activities,~~ are ~~becoming~~ increasingly ~~diverse and~~ sophisticated~~. These events are~~ ~~rising worldwide, highlighting the need for continual~~ and ~~effective~~pose ~~cybersecurity~~significant ~~awareness~~risks ~~and~~to ~~education. Our business, which involves the collection, use, transmission, and other distribution of data and video, may make us and~~ our ~~clients~~operations and ~~business~~reputation. ~~partners~~We ~~attractive targets~~have ofbeen ~~hackers,~~subject ~~denial~~to ofcyberattacks ~~service attacks, malicious code, phishing attacks, ransomware attacks, and other threat actors, including malicious insiders (such as employees and prior employees), which may result~~ in ~~security incidents, including~~ the ~~unauthorized access~~past, ~~misuse,~~ ~~loss,~~some ~~corruption, inaccessibility, or destruction~~ of ~~this~~which ~~data (including personal, confidential and sensitive information),~~successfully ~~unavailability~~disrupted ofour ~~services, or other adverse events~~systems. InAlthough ~~the past,~~ we ~~have~~believe ~~faced~~the ~~cyber-attacks~~impact ~~of this nature,~~ and weconsequences ~~expect~~of ~~to continue to face~~ such attacks ~~in the future. Some of these attacks~~ have not been ~~successful~~material, ~~although~~ we ~~believe that none to date have been material. We~~ cannot guarantee that our defensive measures will prevent ~~such attacks in the~~ future. ~~These types of cyber-~~attacks and incidents can give rise to various losses and costs, including legal exposure and regulatory fines, damage to reputation, and others. If successful, these incidents could also materially disrupt operational systems and result in the loss of intellectual property, trade secrets, other proprietary or ~~competitively~~mitigate ~~sensitive~~their ~~information, and general data (including personal information)~~consequences.

~~Data~~Successful ~~breaches~~cyberattacks ~~and~~or ~~improper~~security ~~use~~incidents ofcould ~~social~~lead ~~media~~to byunauthorized ~~employees~~access, ~~and~~corruption, ~~others~~or ~~may~~loss ~~risk~~of sensitive data, ~~such~~intellectual ~~as personal information~~property, ~~strategic plans,~~or ~~and~~ trade secrets, ~~being~~as ~~exposed~~well toas ~~third~~service ~~parties~~disruptions orand ~~the~~reputational ~~public~~harm. ~~Any~~These ~~such~~incidents ~~breaches~~may ~~or breakdowns could~~ expose us to legal liability, be ~~expensive~~regulatory ~~to remedy~~fines, ~~result in a loss of our or our clients’ or vendors’ proprietary information,~~ and ~~damage~~financial ~~our reputation~~losses. ~~Efforts~~ ~~to develop~~Additionally, ~~implement,~~social ~~and~~media ~~maintain~~misuse ~~security~~by ~~measures~~employees ~~are~~or ~~costly,~~third ~~may~~parties ~~not~~could ~~successfully~~further ~~prevent~~risk ~~these~~exposing ~~events~~sensitive ~~from occurring, and may require ongoing monitoring and updating as technologies and cyberattack techniques change frequently or are not recognized until they are successful~~information.

~~Furthermore,~~Effective ~~computer~~cybersecurity ~~malware,~~requires ~~viruses~~substantial investment, ~~hacking~~ongoing monitoring, and ~~phishing~~frequent ~~attacks~~updates ~~have~~to ~~become~~address ~~more~~evolving ~~prevalent~~threats. inFailures ~~our industry and may occur~~ in ~~future systems.~~cybersecurity ~~Though~~or itIT isinfrastructure ~~difficult~~performance tocould ~~determine~~reduce ~~what,~~customer ~~if any~~confidence, harm ~~may~~our ~~directly~~ability ~~result from any specific interruption or attack, any failure~~ to ~~maintain performance,~~attract ~~reliability, security,~~ and ~~availability~~retain ofclients, ~~our products~~ and ~~technical~~negatively ~~infrastructure to the satisfaction of our users may~~impact ~~harm~~ our ~~reputation~~business and ~~our~~operating ~~ability to attract and retain customers~~results.

Our industry is subject to rapid technological change, and to compete successfully, we must make substantial investments in new products, services, and technologies.

~~New~~Rapid technological ~~innovations~~advancements ~~generally~~and ~~require~~evolving acustomer ~~substantial~~expectations ~~investment~~characterize ~~before~~our ~~they are commercially viable~~industry. WeTo ~~intend~~remain ~~to continue to make significant investments in developing new products and technologies~~competitive, ~~and~~we itmust isinvest ~~possible that our development efforts will not be successful~~significantly ~~and that our latest technologies will not result~~ in ~~meaningful~~developing ~~revenues. Our future success will depend on our ability to quickly develop and introduce~~ new products, technologies, and enhancements. ~~Our future success will also rely on our ability to keep pace with technological developments~~However, ~~protect~~these ~~our~~efforts ~~intellectual~~may ~~property~~fail, ~~satisfy customer requirements, meet customer expectations, price our products~~ and ~~services competitively, and achieve market acceptance. Introducing products embodying new technologies and emerging new industry standards could render~~ our ~~existing~~latest ~~products and~~ technologies ~~and~~may ~~products currently under development obsolete and unmarketable. If we~~ fail to ~~anticipate~~ orgenerate ~~respond~~meaningful adequately to technological developments or customer requirements or experience any significant delays in the development, introduction, or shipment of our products and technologies in commercial quantities, demand for our products and our customer’s and licensees’ products that use our technologies could decrease, and our competitive position could be damagedrevenues.

~~Adopting~~Our ~~and~~success ~~implementing~~depends ~~such~~on ~~regulations~~our ~~could~~ability ~~decrease~~to ~~demand~~anticipate ~~for~~technological ~~our products~~developments, ~~increase~~protect ~~the~~intellectual ~~cost~~property, ofmeet ~~building~~customer ~~and selling them~~requirements, ~~impact~~and price our ~~ability~~ toofferings ~~ship~~competitively. ~~products~~Introducing ~~into~~new ~~affected~~technologies ~~areas,~~or ~~and~~industry ~~reduce~~standards could render our ~~ability~~existing toproducts ~~recognize~~or ~~revenue~~those onunder development ~~time~~obsolete or unmarketable. ~~Any~~If ofwe ~~these~~respond ~~impacts~~to ~~could~~technological ~~have~~advances ~~a material~~or ~~adverse~~experience ~~effect~~delays onin ~~our~~developing ~~business,~~and ~~financial~~introducing ~~condition~~new products, demand for our offerings and ~~results~~those of ~~operations~~our customers could increase, damaging our competitive position and financial performance.

AtRegulatory ~~several~~changes ofmay ~~our~~further ~~annual~~increase ~~stockholder meetings~~costs, ~~including~~reduce ~~our~~demand, ~~2019~~or ~~Annual~~delay ~~Meeting~~product ~~of Stockholders~~shipments, weadversely ~~failed~~affecting ~~to obtain ratification by~~ our ~~stockholders~~ ofability ~~specific~~to ~~proposals~~generate ~~submitted~~revenue ~~for approval of our stockholders at prior annual meetings, which could be deemed defective~~and ~~corporate~~operate ~~acts~~efficiently.

At our 2015 Annual Meeting of Stockholders, our Board submitted to our stockholders for their approval (i) a proposal to approve our 2015 Employee Stock Purchase Plan and (ii) a proposal to approve our 2015 Incentive Compensation Plan. At our 2016 Annual Meeting of Stockholders, our Board submitted to our stockholders for their approval (i) a proposal to approve our 2016 Employee Stock Purchase Plan and (ii) a proposal to approve our 2016 Incentive Compensation Plan. At our 2017 Annual Meeting of Stockholders, our Board submitted to our stockholders, for their approval, (i) a proposal to approve an amendment to our 2016 Employee Stock Purchase Plan to increase the number of shares of common stock available for sale under such plan; (ii) a proposal to approve an amendment to our 2016 Incentive Compensation Plan to increase the number of shares of Common stock available for sale under such plan; and (iii) a proposal to approve our 2017 Incentive Compensation Plan.

At each of these annual meetings, our inspector of elections determined that the applicable proposal received the requisite stockholder approval under our amended and restated bylaws (“Bylaws”) and certified that the proposal passed, which was subsequently disclosed in an applicable Current Report on Form 8-K. Questions have been raised about whether the votes on such proposals were tabulated following our Bylaws’ provisions and whether the requisite votes were obtained to approve each of these proposals.

According to the provisions of Section 204 of the General Corporation Law of the State of Delaware (“DGCL”) and to continue to remain in compliance with Nasdaq’s Listing Rules, we submitted all these proposals, again, to our stockholders at our 2019 Annual Meeting of Stockholders for ratification to resolve any defects in the corporate acts relating to the approval of these proposals by our stockholders at the prior meetings. We could not obtain ratification by our stockholders for any proposals submitted to them at the 2019 Annual Meeting of Stockholders. Although we intend to resubmit these proposals to our stockholders for ratification, there can be no assurance that any of these proposals will be ratified. If we cannot secure such ratifications or are deemed inadequate, this could result in a determination that none of the shares issued by us under these plans were duly authorized and validly issued, which could create accounting issues, affect our liquidity and capital structure, and expose us to claims from recipients of any stock awards granted according to such plans, any of which could have a material adverse effect on our business and results of operations.

At several of our annual stockholder meetings, including our 2019 Annual Meeting of Stockholders, we failed to obtain ratification by our stockholders of specific proposals submitted for approval of our stockholders at prior annual meetings, which could be deemed defective corporate acts.

At our 2015 Annual Meeting of Stockholders, we submitted proposals to approve our 2015 Employee Stock Purchase Plan and 2015 Incentive Compensation Plan. At subsequent annual meetings in 2016 and 2017, additional proposals were submitted for new and amended employee stock purchase and incentive compensation plans. While these proposals were certified as approved under our bylaws and disclosed in applicable Current Reports on Form 8-K, questions were later raised about whether the votes were tabulated correctly and whether the requisite approvals were obtained.

To address these concerns and comply with Nasdaq’s Listing Rules due to the listing of our common stock on Nasdaq at that time, we resubmitted all these proposals for ratification under Section 204 of the Delaware General Corporation Law at our 2019 Annual Meeting of Stockholders. However, stockholders did not ratify the proposals. We intend to re-submit them for ratification at a future meeting of stockholders, but there is no assurance that they will be approved.

If these proposals are not ratified, or if the ratifications are deemed inadequate, it may be determined that shares issued under these plans were not duly authorized or validly issued. This could create accounting issues, impact our liquidity and capital structure, and expose us to claims from stock award recipients. Any of these outcomes could materially and adversely affect our business, financial condition, and results of operations.

Demand for our defense-related products and products for emergency response services depends on government spending.

A portion of our business isrelies ~~derived~~on ~~from~~ military and government markets., ~~The~~which ~~military~~are ~~and government market largely depends on government budgets and is~~ subject to governmental appropriations. ~~Although~~and ~~multi-year~~budget ~~contracts~~constraints. While ~~may~~some becontracts ~~authorized with major procurements, funds~~ are ~~generally~~authorized ~~appropriated on a fiscal~~multi-year ~~basis~~, ~~even~~funding ~~though~~is atypically ~~program~~appropriated ~~may~~annually, beand ~~expected to continue for several years. Consequently,~~ programs ~~are~~may ~~often~~ only be partially funded, ~~and additional funds are committed if further appropriations are made. We cannot assure you~~ ~~that~~with ~~maintenance~~continuation ofdependent or increases in military and government spending will be allocated to programs that would benefit our business. A decrease in levels of military and government spending or the government’s termination of, or failure to fully fund, one or more of the contracts for the programs in which we participate could have a material adverse effect on ~~our~~future ~~financial position and the results of operations~~appropriations. ~~Moreover, we cannot assure you that the new military and government-related communication and broadcasting programs we participate in will enter full-scale production as expected.~~

~~Our~~We ~~potential~~cannot ~~customers~~guarantee ~~for~~that ~~our~~military ~~communication~~ and ~~surveillance~~government ~~products~~spending ~~and~~will ~~solutions~~be ~~will~~allocated ~~likely~~to ~~include~~programs ~~the~~benefiting Uour business.S. ~~Government~~A ordecrease ~~Government-related~~in government ~~entities~~spending, ~~subject~~termination of contracts, or failure to ~~congressional~~fully ~~appropriations.~~fund ~~Reduced~~ongoing ~~funding~~programs ~~for~~could ~~military~~materially and ~~government~~adversely ~~procurement~~affect our financial position and ~~research~~operating results. Additionally, we must be assured that new government-related communication and ~~development~~ broadcasting programs ~~would~~we ~~likely~~participate in ~~adversely~~will ~~impact~~proceed ~~our~~to ~~ability~~full-scale toproduction ~~generate~~as ~~revenues~~expected.

WeOur ~~anticipate~~potential ~~that~~customers afor ~~portion of~~ our ~~revenue will be derived from our~~ communication, ~~surveillance,~~ and ~~satellite~~surveillance products and solutions~~, at~~ ~~least~~include in the ~~foreseeable future, from~~ U.S. Government ~~and~~or Government-related entities~~, including the U.S. Department of Defense and~~ ~~other~~subject ~~departments and agencies. Government programs where we may seek~~ to ~~participate~~congressional ~~and contracts for our products must compete with different programs for consideration during Congress’ budget and~~ appropriations ~~hearings~~. ~~They~~Reduced ~~may~~funding befor ~~affected~~military ~~by political power changes, appointments, general economic conditions,~~ and ~~other factors beyond our control. A~~ government ~~closure~~procurement based on a failure of Congress to agree on federal appropriations or the uncertainty surrounding a continuing resolution may result in the termination or delay of federal funding opportunities we are pursuing. Reductions, extensions, or terminations in a program in which we seek to participate, or overall defense or another spending could adversely affect our ability to generate revenues and ~~realize profits. We cannot predict whether potential changes in security, military, communications, and intelligence priorities will afford opportunities for our business regarding~~ research and development ~~or product contracts. Still, a possible reduction in government spending on such~~ programs would ~~could~~likely ~~negatively~~ adversely impact our ability to generate revenues. In addition, our ability to participate in U.S. Government programs may be affected by the adoption of new laws or regulations relating to government contracting, changes in existing laws or regulations, changes in political or public support for security, military, and government programs, and uncertainties associated with the current global threat environment and other geo-political matters.

A portion of our revenue depends on communication, surveillance, and satellite products and solutions sold to U.S. Government entities, including the Department of Defense. Government programs we seek to participate in must compete for funding during congressional budget and appropriations hearings, influenced by political changes, economic conditions, and other factors beyond our control.

The current U.S. presidential administration has recently undertaken significant efforts to cut federal government spending. Government shutdowns, delays in federal appropriations, or reliance on continuing resolutions may terminate or postpone funding opportunities critical to our business. Reductions, extensions, or terminations of government programs or shifts in defense, military, and intelligence priorities could adversely affect our ability to generate revenue and profits.

Changes to laws or regulations governing government contracting, shifting political support for defense and security programs, and uncertainties arising from global geopolitical events, delays in approval of government contracts due to reductions in the federal workforce, may also affect our participation in U.S. government programs. Reductions in government spending on such programs could negatively impact our business and financial performance.

Contracting with government entities can be complex, expensive, and time-consuming.

The procurement process for government entities is, ~~in many ways,~~ more challenging than ~~contracting~~that infor ~~the~~ private sector contracts. WeIt ~~must~~requires ~~comply~~ compliance with complex laws and regulations ~~relating~~related to ~~the~~contract formation, administration, performance, and pricing ofat ~~contracts~~the ~~with government entities, including U.S.~~ federal, state, and local ~~governmental bodies~~levels.

Government ~~entities~~contracts often ~~require~~include ~~highly~~ specialized ~~contract~~ terms ~~that may differ from our standard arrangements. Government entities frequently impose complicated compliance requirements~~, ~~require~~ preferential pricing requirements, or “most favored nation” ~~terms and conditions~~clauses, orwhich may ~~are~~increase ~~otherwise~~compliance ~~time-consuming~~costs and ~~expensive~~complexity. ~~Compliance~~Meeting ~~with~~ these ~~exceptional standards or satisfaction with such~~ requirements ~~could complicate~~can ~~our~~be ~~efforts~~time-consuming toand ~~obtain~~expensive, ~~business~~and oreven ~~increase costs. Even~~ if ~~we meet these standards or conditions~~successful, the increased costs ofassociated ~~providing our~~with ~~solutions~~serving to government customers ~~could~~may ~~harm~~negatively impact our margins and profitability.

Unstable market and economic conditions may seriously affect our business, financial condition, and share price.

The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, bank failures, consumer confidence, economic growth, unemployment rates, inflation rates, and uncertainty about financial stability. For example, the COVID-19 pandemic resulted in widespread unemployment, economic slowdown, and extreme volatility in the global capital markets. Similarly, the current Russia-Ukraine war and other conflicts, including military activities in the Red Sea and the Persian Gulf, as well as those relating to the Gaza Strip and Israel, may exacerbate volatility in the global capital markets or disrupt the global supply chain and energy markets. Any such fluctuations and disruptions may adversely affect us or the third parties we rely on. If the equity and credit markets deteriorate, including because of political unrest or war. In that case, it may make any necessary debt or equity financing more challenging to obtain promptly or, on favorable terms, more costly or more dilutive. Inflation can adversely affect us by increasing our costs, including personnel costs. Any significant increases in inflation and related increases in interest rates could have a material adverse effect on our business, operations, and financial condition.

~~Our~~Unstable ~~failure~~market ~~to comply with complex U.S.~~ and ~~foreign~~economic ~~laws~~conditions ~~and~~may ~~regulations~~seriously ~~could~~affect ~~have~~our abusiness, ~~material~~financial ~~adverse~~condition, ~~effect~~and onshare ~~our operations~~price.

WeGlobal ~~are~~economic ~~subject~~volatility toand ~~the U.S. Foreign Corrupt Practices Act of 1977~~disruptions, asincluding ~~amended~~reduced ~~(the~~credit ~~“FCPA”)~~availability, ~~and other anti-corruption~~inflation, ~~anti-bribery~~unemployment, ~~and~~ ~~anti-money laundering laws in the jurisdictions in which we do business~~tariffs, ~~both domestically~~ and ~~abroad.~~geopolitical ~~These laws generally prohibit~~conflicts, uspose ~~and~~significant ~~our~~risks ~~employees from improperly influencing government officials~~ to obtain or retain business, direct business to any person, or gain any improper advantage. The FCPA and other applicable anti-bribery and anti-corruption laws may also hold us liable for acts of corruption and bribery committed by our ~~third-party~~ business ~~partners, representatives, and agents~~. ~~While~~Events ~~we have policies and procedures that seek to address compliance with~~ such laws, we cannot assure you that our employees and agents will not act in violation of our policies or applicable law, for which we may be ultimately held responsible. Our for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. Any violation of such laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, and other consequences that may have an adverse effect on our reputation, business, results of operations, and financial condition. Our international operations could also increase our exposure to foreign and international laws and regulations. We could incur unexpected costs and potential litigation if we cannot comply with foreign laws and regulations, which are often complex and subject to variation, differing or inconsistent government interpretation, and unexpected changes. For example, the ~~governments~~COVID-19 ~~of foreign countries might attempt to regulate our products or levy sales or other taxes relating to our activities. In addition~~pandemic, foreign countries may impose tariffs, duties, price controls, or other restrictions on foreign currencies or trade barriers, any of which could make it more difficult for us to conduct our business internationally. Our international operations could also increase our exposure to complex international tax rules and regulations. Changes in, or interpretations of, tax rules and regulations may adversely affect our income tax provision. In addition, our operations outside the ~~United~~Russia-Ukraine ~~States may be affected by changes in trade protection laws~~war, ~~policies~~ and ~~measures,~~conflicts and other regulatory requirements affecting trade and investment, including the FCPA and local laws prohibiting corrupt payments by our employees, vendors, or agents. Our sales to customers or sales by our customers to their end customers in ~~some areas outside~~ the ~~United~~Red States could be subject to government export regulations or restrictions that prohibit us or [our licensees? distributors?] from selling to customers in some countries or that require us [or our licensees? distributors?] to obtain licenses or approvals to export such products internationally. Delays or denial of the grant of any required license or approvalSea, or ~~changes to the regulations, could make it difficult or impossible to sell to foreign customers in some countries and could adversely~~Persian ~~affect our revenue. In addition~~Gulf, ~~we could be subject to fines~~ and ~~penalties~~Gaza ~~for~~Strip ~~violating~~may ~~these~~exacerbate ~~export~~capital ~~regulations~~market ~~if found in violation. Such violation could result in penalties~~instability, ~~including~~disrupt ~~prohibiting~~supply ~~us from exporting our products to one or more countries~~chains, and ~~could~~impact ~~materially and~~energy ~~adversely affect our business~~markets.

Economic instability could hinder our ability to secure necessary financing on favorable terms, potentially increasing costs or diluting equity. Rising inflation and higher interest rates could further increase personnel and operating costs, negatively affecting our financial condition and results of operations.

Our failure to comply with complex U.S. and foreign laws and regulations could adversely affect our operations.

We are subject to numerous laws and regulations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption, anti-bribery, and anti-money laundering laws, which prohibit improper payments to government officials to obtain business advantages. These laws also hold us accountable for the actions of third-party business partners, representatives, and agents. Despite policies to ensure compliance, violations could occur, particularly as we expand internationally. Such violations have and, in the future, may result in investigations, whistleblower complaints, legal fees, reputational damage, and financial penalties.

Our international operations expose us to additional risks, including complex and inconsistent foreign regulations, tariffs, trade restrictions, and export controls. Compliance failures could result in fines, penalties, or export restrictions, making it challenging to serve foreign markets. Furthermore, changes in international tax laws, trade policies, or regulatory requirements could increase costs, reduce revenue, and adversely affect our operations and financial condition. On February 10, 2025, President Trump signed an executive order directing the Attorney General, or a period of 180 days (1) effectively halt the initiation of new FCPA investigations and enforcement actions and (2) undertake a detailed review of any such existing matters with an eye toward restoring proper bounds on enforcement. However, there can be no assurance that potential violations during this temporary pause in enforcement will minimize or eliminate the potential damages identified above.

Various cost-cutting measures we have implemented and may implement in the future could unintentionally impact our business, financial condition, and results of operations.

We have, and continue to engage in, various measures to decrease costs and improve our operating structure. We may not realize the anticipated benefits from these efforts on the whole or in part due to unforeseen difficulties, delays, or unexpected costs. If we cannot achieve the expected operational efficiencies and cost savings from these efforts, our operating results, financial condition, and cash flows would be adversely affected. We may also discover that these efforts make pursuing new opportunities and initiatives difficult, which may require us to incur additional and unanticipated costs and expenses. Our failure to accomplish any of the above activities and goals may have a material adverse impact on our business, financial condition, and results of operations.

Risks Related to Our Industry and its Regulatory Context

Regulation of the telecommunications industry could harm our operating results and prospects.

The ~~traditional~~ telecommunications industry is highly regulated, and ~~our business and financial condition could be adversely affected by~~ changes ~~in regulations relating~~ to ~~the Internet telecommunications industry. Few~~ laws orgoverning ~~regulations~~internet ~~apply~~communications, ~~directly~~intellectual toproperty ~~access~~networks, and tocommerce orcould ~~commerce~~negatively onimpact ~~intellectual~~our ~~property networks~~business. ~~Still,~~Potential ~~future~~ regulations ~~could~~may include sales taxes, tariffs ~~in previously unregulated areas~~, and provider access charges. WeIn ~~could~~jurisdictions ~~be adversely affected by the regulation of intellectual property networks and commerce in any country~~ where we market equipment and services to service or content providers. Rules governing the range of services and business models that service providers or content providers can offer could adversely affect those customers’ needs for products designed to enable a wide range of such services or business models. For instance, ~~the U.S. Federal Communications Commission (“FCC”) has issued~~ regulations ~~governing~~affecting ~~aspects of fixed broadband networks and wireless networks. These regulations might impact~~ service ~~providers and~~or content providers’ business models, ~~and providers’ need for Internet telecommunications equipment and services. Also, many jurisdictions evaluate or implement cybersecurity, privacy, and data protection regulations, which~~ could ~~affect~~ ~~the~~reduce ~~market~~demand ~~and~~for ~~networking~~our ~~and security equipment requirements~~products.

~~Environmental regulations concerning electronic equipment manufacturing or operations may adversely impact our business and financial condition~~U.S. Federal ~~For~~Communications ~~instance,~~Commission (the ~~European~~“FCC”) ~~Union~~regulations ~~has~~and ~~adopted electronic waste~~cybersecurity, ~~e-waste~~privacy, ~~e-scrap,~~and ordata ~~electrical~~protection ~~and~~laws ~~electronic~~in ~~equipment waste,~~various ~~Restriction~~jurisdictions ofmay ~~the~~increase ~~Use~~compliance ofcosts ~~Certain Hazardous Substances, Registration, Evaluation, Authorization,~~ and ~~Restriction~~impact ofequipment ~~Chemicals~~requirements. ~~Furthermore~~Additionally, ~~some~~ ~~governments~~environmental ~~have~~ regulations, ~~prohibiting~~such ~~government~~as ~~entities~~the ~~from~~EU’s electronic ~~purchasing~~waste ~~security~~and ~~products~~hazardous ~~that~~substance ~~do not meet specified indigenous certification criteria~~directives, ~~even~~could ~~though~~increase ~~those~~manufacturing ~~criteria~~and ~~may~~operational ~~conflict with accepted international standards~~costs. ~~Similar laws are in effect or under consideration in several jurisdictions where we do business.~~

~~Adopting~~Some governments ~~and~~prohibit ~~implementing~~purchasing ~~such~~security ~~regulations~~products ~~could~~that ~~decrease~~fail ~~demand~~to ~~for~~meet ~~our~~indigenous ~~products~~certification criteria, ~~increase~~which ~~the~~may ~~cost~~conflict ofwith ~~building~~international standards and ~~selling~~limit ~~them, impact~~ our ability to ~~ship~~compete. ~~products~~These ~~into~~regulations ~~affected~~could ~~areas~~decrease demand, ~~and~~raise ~~reduce~~costs, ~~our~~restrict ~~ability~~market toaccess, ~~recognize~~and ~~revenue~~delay ~~on time. Any of these impacts could have~~revenue arecognition, ~~material~~materially ~~adverse~~affecting ~~effect on~~ our business, financial condition, and results of operations.

New regulations or standards or changes in existing laws or standards in the United States or internationally related to our products may result in unanticipated costs or liabilities, which could have a material adverse effect on our business, results of operations, and future sales, and could place additional burdens on our business operations.

Our products are subject to government regulations and industry standards in the United States and internationally. For example, U.S. regulations from agencies like the FCC and Occupational Safety and Health Administration and similar international rules govern radio emissions, electrical safety, electromagnetic compatibility, and chemical substances. Compliance with these evolving regulations and standards is critical for market acceptance.

As regulations and standards change, we may need to modify our products or develop new versions, which could increase costs and delay product introductions. Failure to comply with these regulations or delays in achieving compliance could harm our business and prevent us from entering specific markets. Additionally, uncertainty around future regulatory policies may reduce demand for our products, and channel partners or end customers may require product alterations to address anticipated regulatory changes.

Our inability to adapt to new or changing regulations could adversely affect our business, results of operations, and financial condition.

~~New~~Compliance ~~regulations~~with orenvironmental, ~~standards~~health, orand ~~changes~~safety ~~in existing~~ laws orand ~~standards~~regulations, inincluding ~~the~~new ~~United~~rules ~~States~~requiring orhigher ~~internationally~~standards, ~~related to our products~~ may ~~result~~ inincrease ~~unanticipated~~ costs ~~or liabilities~~, ~~which could have a material adverse effect on~~ limit our ~~business,~~ability ~~results~~to ofutilize ~~operations,~~supply ~~and future~~chains ~~sales,~~ and ~~could~~force ~~place~~product ~~additional~~design ~~burdens on the our business operations~~changes.

Our ~~products~~operations ~~may be subject to governmental regulations in a variety of jurisdictions. Our technology~~ and products ~~must~~are ~~comply~~subject ~~with these regulations and many industry standards~~ to ~~achieve~~various ~~and~~environmental, ~~maintain market acceptance. In the United States~~health, ~~our technology~~ and ~~products must~~safety ~~comply~~laws ~~with various FCC rules~~ and ~~others.~~regulations Wein ~~may~~our ~~also have to comply with similar international regulations~~jurisdictions. ~~For example,~~ Manufacturing our ~~wireless communication~~ products ~~operate~~involves ~~through~~substances ~~the~~regulated ~~transmission~~under ofthese ~~radio signals~~laws, and ~~radio~~compliance ~~emissions~~is ~~are~~essential ~~subject~~ to ~~regulation~~maintain inproduct ~~the~~marketability ~~United States~~ and ~~other countries in which we intend to do business~~avoid penalties. ~~In the United States~~Non-compliance, ~~various federal agencies,~~ including ~~the~~by ~~Center~~any ~~for Devices~~contract ~~and~~manufacturers ~~Radiological~~we ~~Health~~employ, ofcould ~~the~~lead ~~Food~~to ~~and~~immediate ~~Drug Administration~~charges, ~~the FCC~~fines, ~~the Occupational Safety~~ and ~~Health~~increased ~~Administration, and~~remediation ~~various state agencies~~costs, ~~have~~negatively ~~promulgated~~impacting ~~regulations~~our ~~that~~operations ~~concern the use of radio/electromagnetic emissions standards. Member countries of the European Union have enacted similar standards relating to electrical safety, electromagnetic compatibility~~ and ~~emissions,~~financial ~~and chemical substances and use standards~~condition.

AsCompliance ~~these~~with ~~regulations~~existing and ~~standards evolve, and if~~ new ~~rules~~regulations ~~or standards are implemented, we~~ may berequire ~~required~~us to modify ~~our~~product ~~technology~~designs, ~~or products~~adjust orsupply ~~develop~~chains, ~~and support new versions. Our compliance with these regulations and standards may become more burdensome. The failure of technology~~ or ~~our~~incur ~~products~~additional torecycling, ~~comply~~waste processing, or ~~delays~~insurance incosts. ~~compliance~~These ~~with~~costs ~~the various existing and evolving industry regulations and standards,~~ could ~~prevent~~adversely oraffect ~~delay the introduction of~~ our ~~technology or products~~competitiveness, ~~harming our business. End-customer uncertainty regarding future policies may also affect demand for communications products~~revenues, ~~including~~and ~~our products~~profitability. ~~Moreover,~~We ~~channel~~cannot ~~partners or end customers may~~assure ~~require~~that ~~us,~~future orlaws ~~we may otherwise deem it necessary~~ or ~~advisable,~~changes to ~~alter~~existing ~~our~~regulations ~~technology~~will ornot ~~products~~further toincrease ~~address~~costs ~~actual~~ or ~~anticipated changes~~impact ~~in the regulatory environment. Our inability to change~~ our ~~technology~~ability ~~or products~~ to ~~address~~operate ~~these~~effectively ~~requirements~~in ~~and any regulatory~~certain ~~changes may adversely affect our business, operating results, and financial condition~~markets.

Compliance with environmental, health, and safety laws and regulations, including new rules requiring higher standards, may increase costs, limit our ability to utilize supply chains, and force product design changes.

Our operations are subject to various environmental, health, and safety laws and regulations and equivalent local, state, and regulatory agencies in each jurisdiction we operate or may operate in the future. Our products manufacturing uses substances regulated under various federal, state, and local laws governing the environment and worker health and safety. If we, including any contract manufacturers that we may employ, do not comply with these laws, including any new regulations, such non-compliance could reduce our products’ net realizable value, resulting in an immediate charge to our income statements. Our non-compliance with such laws could also negatively impact our operations and financial position as a result of fines and penalties that may be imposed on us and increase the cost of mandated remediation or delays to any contract manufacturers we may utilize; thus, we may suffer a loss of revenues, be unable to sell our products in specific markets and countries, be subject to penalties and enforced fees and suffer a competitive disadvantage. If applicable, costs to comply with current laws and regulations and similar future laws and regulations could include costs associated with modifying our products, recycling and other waste processing costs, legal and regulatory costs, and insurance costs. We cannot assure you that the costs of complying with these new laws or current and future environmental and worker health and safety laws will not adversely affect our business, operating results, and financial condition.

Governmental regulations affecting the import or export of products or affecting products containing encryption capabilities could negatively impact our revenues.

The ~~United~~U.S. ~~States~~ and various foreign governments ~~have~~impose ~~imposed~~ controls, export license requirements, and restrictions on importing orand exporting ~~some~~ certain technologies, ~~especially~~particularly encryption technology. ~~Also,~~Regulations ~~governmental~~may ~~agencies~~require ~~have occasionally proposed additional regulation of encryption technology~~certifications, ~~such as requiring certification, notifications, review of~~ source code reviews, or ~~the escrow and~~ governmental recovery of private encryption keys. ~~For~~Recent ~~example,~~changes ~~Russia~~in ~~and~~countries ~~China~~like ~~recently~~Russia, ~~have implemented new requirements for encryption products~~China, and India ~~has~~ ~~imposed~~have ~~certain~~introduced ~~warranties~~stricter ~~and~~requirements ~~other~~for ~~obligations associated with critical technology. Governmental regulation of~~ encryption ~~or IP~~ ~~networking technology and regulation of imports or exports, or our failure to obtain required import or export approval for our~~ products~~, could~~ ~~harm our international~~ and ~~domestic~~critical ~~sales prospects and adversely affect our revenue expectations~~technologies. In addition, the U.S. and other international organizations have imposed numerous sanctions and restrictions, such as the EU, on exporting specific goods and services to Russia due to the armed conflict with Ukraine. Failure to comply with such regulations could result in penalties, costs, and restrictions on import or export privileges or adversely affect sales to government agencies or government-funded projects.

22Failure to obtain the required approvals or comply with these regulations could harm our international and domestic sales, adversely affecting our revenue. Additionally, sanctions and export restrictions, such as those imposed by the U.S. and EU on Russia due to the Ukraine conflict, further complicate compliance and could result in penalties, increased costs, or restrictions on import/export privileges, limiting our ability to pursue particular government or international projects.

If wireless devices pose safety risks, we may be subject to new regulations, and demand for our products, licensees, and customers may decrease.

InRegulatory ~~recent years~~agencies, including the FCC and ~~foreign~~international ~~regulatory~~counterparts, ~~agencies~~ have updated ~~the~~ guidelines ~~and methods~~ for evaluating radiofrequency emissions from ~~radio equipment, including~~ wireless ~~phones and other wireless~~ devices. Even if unfounded, concerns ~~over~~about the ~~effects~~safety of radiofrequency emissions may ~~discourage~~reduce ~~the~~consumer ~~use of wireless devices, decreasing~~ demand for ~~our products and those of our licensees and customers. Interest groups have also requested that the FCC investigate claims that~~ wireless ~~communication technologies pose health concerns and cause interference with airbags~~devices, ~~hearing aids, and medical devices. Concerns have also been expressed over the possibility of safety risks due to a lack~~impacting ~~of attention associated with wireless devices while driving. Any legislation adopted in response to these expressions of concern could reduce demand for~~ our products and those of our licensees and customers ~~in the United States and foreign countries~~.

~~Risks~~Interest ~~Related~~groups tohave urged investigations into claims that wireless technologies pose health risks or interfere with medical devices, airbags, and hearing aids. Concerns about distractions caused by wireless devices while driving may also prompt new legislation. Any resulting regulations or restrictions could decrease product demand and negatively affect our ~~Common~~business ~~Stock~~and financial performance.

The current U.S. presidential administration has undertaken significant efforts to cut federal government spending, which could negatively impact our business and results of operations.

The current U.S. presidential administration has recently undertaken significant efforts to cut federal government spending and reorganize the reporting structure for various federal agencies. Funding for specific federal agencies has been cut entirely. The workforces at various federal agencies have been suspended, furloughed, or fired. Any cuts to defense spending could impact our contracts with government entities or any private entities reliant on government contracts. In addition, there could be significant decreases to the number of personnel employed at any federal agency responsible for approving our government contracts or the government contracts of our third parties. Any of the foregoing could significantly negatively impact our business and results of operations, particularly of our Mil/Gov products and product lines now and in the future.

Risks Related to Our Common Stock

We recently transferred the trading of our common stock from The Nasdaq Stock Market to the OTCQB. Because our common stock is quoted on the OTC, your ability to sell your shares in the secondary trading market may be limited.

On February 10, 2025, we filed a Form 25 with the SEC to voluntarily delist our common stock from trading on Nasdaq. Our common stock was quoted for trading with the OTCQB of OTC Markets on February 12, 2025. The decision to move common stock trading from Nasdaq to OTC Markets was made to reduce costs and improve operational efficiencies. As a result of the transfer of our common stock from Nasdaq to the OTCQB, we anticipate that our stockholders may face negative consequences related to our securities, including but not limited to:

	●	limited availability of market quotations for our securities.
	●	a determination that our common stock is a “penny stock” which will require brokers trading in our securities to adhere to more stringent rules.
	●	reduced level of trading activity in the secondary trading market for shares of our common stock.
	●	a limited amount of analyst coverage; and
	●	decreased ability to issue additional securities or obtain additional financing in the future.

Because our common stock is quoted on the OTCQB, your ability to sell your shares in the secondary trading market may be limited. Since February 12, 2025, the OTCQB is the only trading market for our common stock. We cannot assure our stockholders that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of our common stock on this market, whether the trading volume of our common stock will be sufficient to provide for respective efficient trading markets or whether quotes for our common stock will continue on this market in the future, which could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock. As a result, prices for shares of our common stock may be lower than might otherwise prevail if our common stock was listed on a national securities exchange.

We are subject to penny stock rules which will make the shares of our common stock more difficult to sell.

We are subject to the SEC’s “penny stock” rules since our shares of common stock trade below $5.00 per share and are not traded on a national securities exchange. Penny stocks generally are equity securities with a per share price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, as well as the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing before completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that before a transaction the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more challenging to sell their securities.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculatively low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and reduce our common stock’s market price.

Our amended and restated certificate of incorporation ~~(“Certificate of Incorporation”),~~ and ~~our~~bylaws ~~Bylaws~~include ~~contain~~ provisions that could delay or prevent a change in ~~our~~ Vislink ~~Technology~~ Technologies, Inc.’s control., ~~These~~even ~~provisions~~if ~~could also make it more difficult for~~ stockholders tomight ~~elect~~favor ~~directors~~such ~~and~~a ~~take other corporate actions~~transaction. These provisions include:

● ~~authorizing~~Authorizing the Board to issue, ~~without stockholder approval,~~ preferred stock with rights senior to ~~those of our~~ common stock; ~~and~~without ●stockholder ~~they~~approval. ~~require~~● Requiring advance ~~notification~~notice offor stockholder nominations and proposals.

~~Also~~Additionally, ~~the~~we ~~provisions~~are ofgoverned by Section 203 of the ~~DGCL~~Delaware ~~govern~~General ~~us.~~Corporation ~~These~~Law, ~~provisions~~which may ~~prohibit~~restrict ~~large~~mergers ~~stockholders,~~or ~~particularly~~combinations with significant stockholders (those owning 15% or more of ~~our outstanding~~ voting stock,) ~~from merging or combining with us for a specific time~~ without ~~our~~prior Board’s ~~consent.~~approval These and other provisions in our Certificate of Incorporation and our Bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for ~~shares~~a ofspecified ~~our common stock, and result in the market price of our common stock being lower than it would be without these provisions~~period.

WeThese ~~acknowledge~~provisions ~~material~~may ~~weaknesses~~discourage intakeover ~~our~~attempts, ~~internal~~reduce ~~controls~~the ~~and~~appeal ~~procedures~~of ~~over financial reporting and have determined that~~ our ~~disclosure controls~~common ~~were~~stock ~~ineffective. In the future, we may identify additional material weaknesses that may cause us~~ to ~~fail to meet our reporting obligations~~investors, ~~including~~and ~~timeliness, or~~ result in ~~material~~a ~~misstatements~~lower ofmarket ~~our~~price ~~financial statements. If we fail to remediate our material weaknesses or implement adequate controls and procedures~~ for our ~~financial~~shares ~~reporting,~~than ~~our~~might ~~ability~~otherwise ~~to accurately and timely report our financial results could be adversely affected, which would likely adversely affect the value of our common stock~~occur.

Our management is responsible for establishing and maintaining internal controls over financial reporting. Internal control over financial reporting is a process designed by and under the supervision of our principal executive and principal financial officers or persons performing similar functions and effected by our Board, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes under generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements following generally accepted accounting principles and that our receipts and expenditures are being made only by authorizations of its management and board; and ● provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on its financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements will be prevented or detected. Also, projections of any effectiveness evaluation to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management evaluated the effectiveness of our internal control over financial reporting and our disclosure controls as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). In their assessment of the effectiveness of internal control over financial reporting and our disclosure controls as of December 31, 2023 and 2022, respectively, our certifying officers concluded that such controls were ineffective and that there were 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, (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.

We ~~are~~have ~~designing~~identified ~~and~~material ~~implementing~~weaknesses ~~measures~~in ~~to improve~~ our internal ~~control~~controls and procedures over financial reporting and have determined that our disclosure controls towere ~~remediate~~ineffective. These represent material weaknesses previously identified which we have not yet been able to remediate. In the future, we may identify additional material weaknesses ~~related~~that tomay ~~our~~cause ~~financial~~us ~~reporting~~to asfail ofto ~~December~~meet 31our reporting obligations, ~~2023.~~including Astimeliness, aor result, ~~until~~in wematerial ~~can~~misstatements ~~remediate~~of ~~this~~our ~~situation, there~~financial ~~are~~statements. noIf ~~assurances~~we ~~that~~fail ~~the~~to remediate our material weaknesses inor ~~our~~implement ~~disclosure~~adequate controls and procedures ~~and~~for ~~internal~~our ~~control over~~ financial reporting ~~will~~, ~~not~~our ~~result~~ability into ~~errors~~accurately inand timely report our financial ~~statements~~results could be adversely affected, which ~~could~~would ~~lead~~likely toadversely aaffect ~~restatement~~the value of ~~those~~our ~~financial statements~~common stock.

We ~~are~~have identified material weaknesses in ~~the~~our ~~process~~internal controls over financial reporting and determined that our disclosure controls were ineffective as of ~~affecting~~December 31, 2024. Specifically, we lack sufficient accounting personnel to maintain proper segregation of duties and conduct adequate risk assessments, and we have not fully documented the ~~following:~~design and operation of our controls. These weaknesses could result in errors in our financial statements or lead to their restatement. We previously identified these material weaknesses but have not yet been able to remediate them.

●To address ~~additional~~these ~~review procedures within our accounting and finance department~~issues, ●we ~~implementation~~are ofimplementing ~~application controls in our accounting system~~improvements, ~~and ● implementation of suitable accounting controls and processes.~~including:

~~If we~~● ~~cannot~~Additional ~~conclude~~review onprocedures anwithin ~~ongoing basis that we have effective internal control over financial reporting and disclosure controls under Section 404 of~~ the ~~Sarbanes Oxley Act of 2002, in that case, our independent registered public~~ accounting ~~firm~~and ~~may~~finance ~~not~~departments ~~issue~~will ~~an unqualified opinion or cause us to~~ be ~~untimely concerning our reporting obligations~~added. If● weIntroducing ~~cannot~~application ~~conclude that we have effective internal control over financial reporting and disclosure~~ controls, ~~investors could lose confidence~~ in our ~~reported~~accounting ~~financial information, which could have a material adverse effect on the trading price of our common stock~~systems. ~~Failure~~● toEstablishing ~~remedy~~appropriate ~~any~~accounting ~~material weakness in our internal control over financial reporting and disclosure~~ controls or to implement or maintain other effective control systems required of public companies could also restrict our future access to the capital markets. We will not fully correct the identified material weaknesses until the ongoing steps described above are effectively attained and ~~operating efficiently for an appropriate time~~processes.

Until these measures are fully implemented and operated effectively, there is no assurance that we can prevent future errors or meet our financial reporting obligations under Section 404 of the Sarbanes-Oxley Act. Failure to do so could lead to a loss of investor confidence, adversely affect the trading price of our common stock, and restrict future access to capital markets.

Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

~~Our~~The ~~Common stock~~ trading price ~~could~~of our common stock may be highly volatile and subject to wide fluctuations indue ~~response~~ to ~~various~~ factors, ~~including factors~~ beyond our control., ~~These factors include~~ including those discussed in ~~the~~this ~~other~~report’s “Risk Factors” section. ofAdditionally, ~~this~~broad ~~Report~~market onfluctuations, ~~Form~~especially ~~10-K~~in the telecommunications sector, could adversely affect our stock price and liquidity.

~~Also,~~Stock ~~the~~price ~~stock~~volatility ~~markets~~has, in ~~general and~~ the ~~markets for telecommunication stocks have experienced volatility. These broad market fluctuations may adversely affect our common stock’s trading price or liquidity. In the~~ past, ~~when~~led ~~the~~to ~~market price was volatile, holders of that stock sometimes instituted~~ securities class action litigation against ~~the issuer~~companies. If ~~any of our~~ stockholders ~~were~~file ~~to bring~~ such a ~~lawsuit~~lawsuits against us, we could incur ~~substantial~~significant legal costs ~~defending the case,~~ and ~~our~~distractions ~~management’s~~to ~~attention would be diverted from the operation of our business~~management, ~~which~~negatively ~~could~~impacting ~~seriously harm~~ our financial position. ~~Any~~and ~~adverse~~operations. Adverse ~~determination~~rulings in such litigation could also ~~subject~~ usresult toin ~~significant~~substantial liabilities.

~~Some~~Volatile ~~companies~~stock ~~that have had volatile market~~ prices ~~for~~may ~~their~~also ~~securities have been the~~ target ofus ~~a hostile takeover or subject to involvement by activist stockholders. If,~~ for ~~any reason, we were to become the target of a~~ hostile takeover ~~attempt~~attempts or activist ~~campaign~~campaigns, itwhich could ~~result~~ inlead ~~substantial~~to significant costs and divert executive ~~resources~~management’s ~~and~~attention ~~the~~from ~~attention~~operating ofthe ~~executive~~business, ~~management~~further ~~from~~impacting our ~~business~~financial condition.

~~Our~~We ~~failure~~may toface ~~meet~~various ~~Nasdaq’s~~risks ~~continued~~associated ~~listing~~with ~~requirements~~shareholder ~~could~~activism ~~result~~or indemands ~~our~~for ~~common~~better ~~stock’s delisting, which could negatively impact its market price and liquidity and our ability to access the capital markets~~performance.

~~Any~~On ~~Nasdaq~~February ~~action~~12, ~~relating~~2025, toHale ~~failure~~Capital toPartners, ~~comply~~LP ~~with~~(“Hale ~~Nasdaq’s continued~~Capital”) ~~listing~~filed ~~requirement,~~a ~~including~~Schedule a13D ~~formal~~with ~~delisting~~the SEC, ~~could~~reporting its ~~hurt~~acquisition ~~the~~of ~~price~~approximately 12% of our outstanding common stock. Between that date, ~~impair~~and the ~~ability~~date of this filing, Hale Capital filed amendments to ~~sell~~the orSchedule ~~purchase~~13D ~~our~~and ~~common~~various reports on Form 4 under Section 16 of the Exchange Act, disclosing increases in Hale Capital’s holdings of our stock. ~~when~~As ~~persons~~of ~~wish~~the todate doof sothis filing, ~~and~~Hale ~~any~~Capital ~~such~~has publicly disclosed beneficial ownership of ~~delisting~~376,594 ~~action~~shares, ~~may~~representing ~~materially~~approximately ~~adversely~~15.26% ~~affect~~of our ~~ability~~outstanding tocommon ~~raise~~stock. ~~capital~~As orof ~~pursue~~the ~~strategic~~date ~~restructuring~~of this filing, ~~refinancing~~we orhave ~~other~~not ~~transactions~~received onany ~~acceptable~~communication ~~terms~~from Hale Capital regarding potential changes to our governance, management, or atstrategic ~~all~~direction. ~~Delisting~~We may, now or ~~potentially~~in ~~delisting~~the ~~from~~future, ~~the~~be ~~Nasdaq Capital Market~~subject to shareholder activism or demands for improved performance, which could ~~also~~interfere ~~have~~with the ~~other~~execution ~~negative~~of ~~results~~our strategic plan. Such activities may be costly, ~~including~~time-consuming, ~~the~~and ~~potential~~disruptive ~~loss~~to ofour ~~institutional~~operations, ~~investor~~diverting ~~interest~~the attention of management and ~~fewer~~employees from business ~~development~~priorities ~~opportunities~~and potentially harming our financial performance and shareholder value.

In the event of any delisting or potential delisting, we may attempt to take action to restore our compliance with Nasdaq’s listing requirements. We cannot assure that any such action taken by us would allow our common stock to remain listed or be re-listed, stabilize the market price or improve the liquidity of our common stock, maintain a minimum closing bid price of $1.00 per share as required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) or prevent future non-compliance with Nasdaq’s listing requirements. If Nasdaq delists our shares of common stock from trading on its exchange for failure to meet Nasdaq’s listing standards, we and our stockholders could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage, and ● a decreased ability to issue additional securities or obtain additional financing.

In addition, the stock market, in general, the Nasdaq Capital Market, and telecommunication companies, in particular, frequently experience extreme price and volume fluctuations unrelated or disproportionate to the operating performance of such companies. Broad market and industry factors, including potentially worsening economic conditions and other adverse effects or developments, may negatively affect the market price of our common stock, regardless of our actual operating performance. Realizing any of the above risks or a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and negative impact on the market price of our common stock.

If our common stock is delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in shares of our common stock because they may be considered penny stocks and thus be subject to the penny stock rules.

The SEC has adopted several rules to regulate “penny stock” that restrict transactions involving stock deemed penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These rules may reduce the liquidity of penny stocks. “Penny stocks” generally are equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on Nasdaq if the exchange or system provides current price and volume information concerning transactions in such securities). Our shares of common stock have in the past constituted, and may again in the future constitute, “penny stock” within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage them from effecting transactions in shares of our common stock, which could severely limit the market liquidity of such shares of common stock and impede their sale in the secondary market.

A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with a net worth above $1,000,000 or an annual income exceeding $200,000 or $300,000 together with their spouse) must make a unique suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction before a sale unless the broker-dealer or the transaction is otherwise exempt. Also, the “penny stock” regulations require the U.S. broker-dealer to deliver, before any transaction involving a “penny stock,” a disclosure schedule prepared under SEC standards relating to the “penny stock” market unless the broker-dealer or the transaction is otherwise exempt. A U.S. broker-dealer must also disclose commissions payable to the U.S. broker-dealer, the registered representative, and current quotations for the securities. Finally, a U.S. broker-dealer must submit monthly statements disclosing recent price information concerning the “penny stock” held in a customer’s account and information for the limited market in “penny stocks.”

According to the SEC, stockholders should know that the “penny stocks” market has suffered from fraud and abuse patterns in recent years. Such practices include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to the desired level, resulting in investor losses. Our management is aware of the historical abuses in the penny stock market. Although we do not expect to dictate the market’s behavior or broker-dealers who participate, management will strive within the confines of practical limitations to prevent the described patterns from being established concerning our securities.

We may face various risks associated with shareholder activists or shareholder demands for better performance.

There is no assurance that we will not be subject to shareholder activism or demands. Such activities could interfere with our ability to execute our strategic plan, be costly and time-consuming, disrupt our operations, and divert management and employees’ attention.

If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, our common stock price and its trading volume could decline.

The ~~research may partly impact the trading~~ market for our common stock ~~and~~may ~~reports~~be ~~that~~influenced ~~industry~~by orresearch ~~financial~~and ~~analysts~~reports ~~publish~~published ~~about~~by usindustry or ~~our~~ ~~business~~financial ~~or business sectors~~analysts. We docannot ~~not~~ control whether ~~these~~ analysts. ~~There is no guarantee that analysts~~ will cover our ~~common~~ stock~~. The~~; a lack of ~~research~~ coverage ~~may~~could adversely affect our market price ~~if analysts do not cover our common stock~~. InAnalysts ~~addition, some financial analysts~~ may also have limited expertise with our ~~model and operations. Furthermore, if one or more of the analysts who do cover our~~ business ~~downgrade~~ ~~our common stock or industry~~model, orleading ~~the~~to ~~stock of any of our competitors, or publish~~ inaccurate or unfavorable ~~research about our company, the price of our common stock could decline. If one or more of these analysts cease coverage of us or fail to publish~~ reports ~~on it regularly, we could lose visibility in the market, which could cause our stock price or trading volume to decline~~.

If analysts downgrade our stock, sector, or competitors or cease coverage entirely, we may lose market visibility, resulting in a decline in our stock price and trading volume.

In the future, we could elect to deregister our securities under the Securities Exchange Act of 1934, as amended. Deregistration would result in less disclosure about us and may negatively affect our securities’ liquidity and trading prices.

In the future, if eligible to do so, our board of directors (our “Board”) may elect to voluntarily deregister our securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend our reporting obligations with the SEC. by filing a Form 15 to voluntarily deregister our securities and suspend our reporting obligations under the Exchange Act, if eligible to do so. If the Board approves such deregistration, we would file a Form 15 and our obligations to file reports pursuant to the Exchange Act, including but not limited to periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, would be suspended immediately upon the filing of the Form 15 with the SEC. Following any deregistration, we would not expect to publish periodic financial information or furnish such information to our stockholders except as may be required by applicable laws, or stock exchange, or over-the-counter market rules. As a result, our quotations of our securities may be moved from the OTCQB to a “lower tier” of OTC Markets. As a result of any one or more of the foregoing factors, deregistration may result in less disclosure about us and may negatively affect the liquidity and trading prices of our securities.

General Risk Factors

We may fail to meet publicly announced financial guidance or other expectations about our business, which would cause our common stock to decline in value.

WeOccasionally, we may provide preliminary financial results or forward-looking ~~financial~~ guidance ~~to our investors from time to time. Such statements are~~ based on ~~our~~ current ~~views,~~ expectations, and assumptions,. ~~and~~These ~~they~~ statements involve ~~unknown~~ risks and uncertainties ~~that may cause actual results~~, ~~performance,~~including ~~achievements, or share prices to materially differ from future performance, achievements, or share prices expressed or implied by such statements. Such risks and uncertainties include, among others,~~ changes to ~~the~~underlying assumptions ~~used to forecast~~ or ~~calculate such guidance or expectations or~~ the occurrence of risks related to our performance and business, ~~including those~~as discussed in ~~these~~this ~~risk factors~~report. ~~Failure to meet financial guidance or expectations regarding our future performance could harm our reputation and cause our stock price to decline.~~

Failure to meet financial guidance or market expectations regarding our future performance could harm our reputation, reduce investor confidence, and cause our stock price to decline.

The requirements of being a U.S. public company may strain our resources and divert management’s attention.

As a U.S. public company, we ~~are~~must ~~subject~~comply towith the ~~reporting requirements of the Securities~~ Exchange Act ~~of 1934~~, ~~as amended (~~the ~~“Exchange Act”), the~~ Sarbanes-Oxley Act ~~of 2002~~, the Dodd-Frank ~~Wall~~Act, ~~Street~~the ~~Reform~~rules and ~~Consumer~~requirements ~~Protection Act~~ of ~~2010,~~ the ~~listing requirements of Nasdaq~~OTCQB, and other ~~applicable~~ securities ~~rules and~~ regulations. ~~The~~These ~~Exchange~~obligations ~~Act requires, among other things, that we file annual and current reports concerning our business and operating results. Compliance with these rules and regulations will~~ increase our legal and financial compliance costs, demand additional resources, and make ~~some~~certain activities more ~~difficult,~~ time-consuming, ~~or costly,~~ and ~~increase demand for our systems and resources~~costly.

AsIncreased ~~a result of the~~ disclosure of ~~information filing,~~ our business and financial condition ~~are~~may ~~more~~expose ~~visible,~~us ~~which~~to welitigation ~~believe~~threats ~~may result in threatened~~ or ~~actual~~claims ~~litigation,~~from ~~including by~~ competitors and ~~other~~ third parties. ~~If such claims are successful, our business and~~ ~~operating results could be harmed.~~ Even if ~~the claims do not result in litigation or are~~ resolved in our favor, ~~these~~such claims ~~and the time and resources necessary to fix them~~ could divert ~~resources~~management’s ~~from~~attention ~~our~~and ~~management~~resources, ~~and~~negatively ~~harm~~impacting our business and operating results.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations regarding our common stock, our share price and trading volume could decline.

The ~~research will influence the~~ trading market for our ~~shares of~~ common stock is influenced by research and reports ~~that~~published by industry orand securities analysts ~~may publish~~ about us, our business, our market, or our competitors. IfAdverse ~~any~~changes ~~analysts~~in ~~who~~analyst ~~may~~recommendations ~~cover us change their recommendation~~ regarding our ~~common~~ stock ~~adversely~~ or ~~provide~~ more favorable ~~relative~~ recommendations about our competitors, ~~our share price would likely decline. If any analyst who may cover us were to cease coverage of our Company or fail to publish reports on us regularly, we~~ could ~~lose visibility in the financial markets, which could~~ cause our ~~common~~ stock price ~~or trading volume~~ to decline.

If analysts cease coverage of our company or fail to publish reports regularly, we may lose visibility in the financial markets, reducing stock price and trading volume.

Any impairment of goodwill, other intangible assets, or long-lived assets could negatively impact our operations.

~~Our goodwill~~Goodwill, ~~other~~ intangible assets, and long-lived assets are subject to anannual impairment ~~test~~tests ~~annually~~or ~~and~~evaluations ~~tested~~when ~~whenever~~ events ~~and circumstances~~ indicate ~~that~~potential ~~goodwill,~~impairment. If ~~intangible~~the ~~assets,~~carrying ~~and~~value ~~long-lived~~of these assets ~~may~~exceeds betheir ~~impaired.~~fair ~~Any~~value, ~~excess~~we ~~goodwill~~must ~~resulting~~write ~~from~~off the ~~impairment~~excess ~~test is~~during ~~written off in~~ the determination period. ~~Intangible assets (other than goodwill and indefinite-lived~~ Additionally, intangible ~~assets)~~ and ~~other~~ long-lived assets are ~~generally~~ amortized or depreciated over ~~the~~their useful ~~life of such assets. From time to time~~lives, wewhich may ~~acquire~~accelerate ~~or invest in a business that will require us to record goodwill~~ based on ~~the purchase price and the value of the acquired tangible and intangible assets~~circumstances. We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect our anticipated returns or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets. Future determinations of significant write-offs of goodwill, intangible assets, or other long-lived assets due to an impairment test or any accelerated amortization or depreciation of other intangible or long-lived assets could adversely impact our results of operations and financial condition.

Future acquisitions or investments may require recording goodwill, and unforeseen issues with these businesses could reduce anticipated returns or asset values, triggering impairment evaluations. Significant write-offs or accelerated amortization of these assets could adversely impact our operations, financial condition, and results.

If our estimates relating to our critical accounting policies are based on assumptions or judgments that change or prove incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

Preparing financial statements ~~conforming~~under ~~to generally accepted~~ U.S. generally accepted accounting principles requires ~~our~~ management to make estimates, assumptions, ~~and~~ ~~judgments that affect the amounts reported in the financial statements~~ and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about ~~the~~asset ~~carrying~~ values ~~of assets~~, liabilities, ~~equity~~revenues, ~~revenue,~~ and expenses ~~that are not readily apparent from other sources~~. ~~Our~~Based ~~operating~~on ~~results~~historical ~~may~~experience beand ~~adversely~~reasonable ~~affected if our~~ assumptions, ~~change~~these orestimates ~~circumstances differ from those in our assumptions.~~significantly ~~This~~impact ~~could cause~~ our ~~operating results to fall below the expectations of financial analysts and investors, resulting in a decline in our stock price. Management makes estimates and assumptions that affect the~~ reported ~~amounts of assets and liabilities, disclosure of contingent liabilities at the date of the~~ financial ~~statements, and the reported amounts of revenues and expenses during the reporting period. Actual~~ results ~~could differ from those estimates~~. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to our deferred tax assets, the valuation of equity and derivative instruments, and debt discounts, and the valuation of the assets and liabilities acquired by us.

If assumptions change or actual results differ from our estimates, our operating results could fall below analysts’ and investors’ expectations, leading to a decline in our stock price. Key areas involving significant estimates include reserves for receivables and inventories, recoverability of long-lived assets, deferred tax asset valuation allowances, and valuations of equity, derivative instruments, and acquired assets and liabilities. Inaccuracies in these estimates could materially impact our financial performance and condition.

Future sales and issuances of our common stock or rights to purchase our common stock, stock incentive plans, and upon the exercise of outstanding securities exercisable for shares of our common stock could result in substantial additional dilution of our stockholders, cause our stock price to fall and adversely affect our ability to raise capital.

WeTo ~~will~~fund ~~require additional capital to continue to execute~~ our business plan and ~~advance our~~ research and development efforts., If we ~~raise additional~~may ~~capital~~issue ~~by issuing~~ additional equity securities ~~and exercising outstanding warrants~~, ~~our~~including ~~stockholders~~shares ~~may~~of ~~experience~~common ~~substantial~~stock, ~~dilution.~~preferred Westock, ~~may~~or ~~sell~~securities ~~shares~~that ofare ~~preferred~~convertible orinto common stock. inThese ~~one or more~~ transactions ~~at prices that~~ may beoccur at aprices ~~discount~~below to the ~~then-~~current ~~market~~ market value, ofresulting ~~our common stock and on other terms and conditions as we determine from time to time. Any such transaction could result~~ in ~~substantial~~significant dilution ofto ~~our~~ existing stockholders. Ifand wepotentially ~~sell~~causing ~~shares of~~ our ~~common~~ stock inprice ~~more~~to ~~than one transaction, stockholders who purchase our common stock may be materially diluted by subsequent sales~~decline. ~~Such~~Subsequent sales ~~could also cause a drop in the market price of~~ ~~our common stock. The issuance~~ of ~~shares of our~~ common stock incould ~~connection~~further ~~with~~dilute ~~public or private financing, in connection with our compensation programs, and upon exercise of outstanding warrants will have a dilutive impact on our other~~ stockholders, ~~and~~who ~~the~~purchased ~~issuance, or even potential issuance, of such~~ shares, ~~could~~in ~~hurt~~earlier ~~the market price of our common stock~~transactions.

~~The~~Issuing ~~exercise~~common of stock ~~options,~~under ~~warrants~~compensation programs, ~~and~~public ~~other~~or ~~securities~~private ~~could~~financings, ~~cause~~or ~~our~~exercising ~~stockholders~~stock tooptions ~~experience~~and ~~substantial dilution. In addition to~~ warrants ~~issued~~will inalso ~~2018,~~dilute ~~2019,~~existing stockholders. ~~and~~It ~~2020,~~could innegatively ~~February~~affect ~~2021,~~the wemarket ~~issued~~price ~~warrants to purchase up to 454,546 shares~~ of our ~~common~~ stock. ~~Moreover~~ Additionally, holders of ~~our~~warrants ~~stock~~and options ~~and~~may ~~warrants are likely to~~ exercise them~~, if ever,~~ when wethe ~~otherwise~~market ~~could obtain a~~ price ~~for the~~exceeds ~~sale of our securities that is higher than~~ the exercise price ~~per security of the options or warrants. Such exercises~~, orwhich ~~the~~could ~~possibility of~~reduce ~~such exercises, may impede~~ our ~~efforts~~ability to ~~obtain~~raise additional ~~financing~~capital ~~by selling additional securities~~ or ~~making~~increase ~~such financing more costly. It may also reduce~~ the ~~price~~cost of future ~~our common stock~~financing.

The issuance or potential issuance of additional shares may harm our stock price, liquidity, and stockholders’ equity value.

Risks Relating to Acquisitions

Our business strategy may include acquisitions, ~~a strategy~~ which may entail numerous risks, including ~~the risk of~~ management diversion and increased costs and expenses, all of which could negatively affect the Company’s profitability.

Our business strategy may include, ~~among~~pursuing ~~other things,~~ strategic ~~acquisitions,~~or ~~as well as potential~~ opportunistic acquisitions, ~~and~~which ~~strategic actions. An acquisition strategy may~~ entail several risks, including diverting management’s attention from other business concerns, the incurrence of substantial legal and other advisory fees, and the potential need to finance such acquisitions with additional equity and/or debt. Once completed, acquisitions, including those we have made over the past several years, may entail additional risks, including unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; increased regulatory compliance relating to the acquired business; difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses. In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities, and amortization expense related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results, and cash flows, or the issuance of additional equity, which could dilute our stockholder’s equity interests. There can be no assurance that we can negotiate any acquisitions we may pursue successfully, receive the required approvals for any acquisition, otherwise conclude any acquisition successfully, or that any acquisition will achieve the anticipated synergies or other positive results. Overall, if our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability, business, and financial condition could be negatively affected.:

27● Diversion of management’s attention from core operations. ● Significant legal, advisory, and financing costs. ● Unanticipated costs or liabilities, such as environmental or regulatory obligations. ● Difficulties integrating acquired businesses, personnel, and financial systems, delaying expected benefits. ● Disruption of relationships with suppliers and customers. ● Loss of key employees from acquired businesses.

Acquisitions may also require additional debt financing, leading to increased interest expenses or contingent liabilities, and could result in equity issuances that dilute existing stockholders. There is no assurance that we can successfully negotiate or complete acquisitions, obtain required approvals, or realize anticipated synergies or benefits.

If acquisitions are unsuccessful or poorly integrated into our operations, they could adversely affect our profitability, business, financial condition, and cash flow.

Our acquisition strategy involves several risks.

AsWe weactively ~~engage~~pursue ~~in the~~ acquisition ~~discussion with other companies anticipating potential acquisition~~ opportunities, including those ~~that~~involving ~~would be material or could involve~~ businesses with ~~operating~~differing operational characteristics ~~that differ~~ from ~~our existing business operations~~ours. However, itacquisitions ~~may~~carry ~~become available shortly. We intend to pursue them actively if appropriate acquisition opportunities are available. Acquisitions involve~~ several unique risks, including:

● ~~failure~~Failure of the acquired business to ~~achieve~~meet ~~expected~~expectations ~~results,~~or ~~as well as the potential~~ impairment of ~~the~~ acquired assets. ~~if operating results decline after acquisition;~~ ● ~~diversion~~Diversion of management’s attention; ●from ~~additional~~core ~~financing,~~operations. if● ~~necessary~~Need ~~and~~for ~~available~~additional financing, which could increase leverage ~~and costs~~, dilute equity, or both;. ● ~~the~~Negative ~~potential~~effects ~~adverse effect~~ on ~~our~~ financial statements ~~from~~due ~~the~~to ~~increase~~increased in goodwill and ~~other~~intangible ~~intangibles;~~assets. ● ~~difficulties~~Challenges in integrating ~~the~~ operations, systems, technologies, ~~products,~~ and personnel of acquired ~~companies;~~businesses. ● ~~initial~~Initial dependence on unfamiliar supply chains or ~~relatively~~smaller ~~small~~ supply partners;. ● ~~the~~Loss ~~potential loss~~ of key employees, customers, ~~distributors,~~ vendors, ~~and~~or ~~other business~~ partners ~~of the companies we acquire~~ after ~~the~~ acquisition;. ● ~~the~~High ~~high~~costs ~~cost~~ and ~~expenses~~resources ofrequired ~~identifying~~to identify, ~~negotiating~~negotiate, and ~~completing~~complete acquisitions;. ● ~~the~~Unanticipated ~~integration~~liabilities ofor ~~acquisitions requires significant time and resources, and ● risks associated with unanticipated~~ events ortied ~~liabilities~~to acquisitions.

~~These~~Additionally, ~~risks~~competition ~~could~~for ~~adversely~~acquisition ~~affect~~candidates ~~our~~may ~~business,~~limit ~~the~~opportunities ~~operating~~and ~~results,~~drive ~~and~~higher ~~financial~~acquisition ~~condition~~prices. ~~Furthermore,~~Integration ~~the~~challenges ~~inability~~could ~~to effectively~~reduce ~~manage~~focus ~~the~~on ~~integration~~future of acquisitions ~~could~~or ~~reduce~~core ~~our~~operations, ~~focus~~impacting onearnings ~~subsequent~~and growth. Future acquisitions ~~and~~may ~~current~~also ~~operations,~~involve ~~which,~~paying inpremiums above ~~turn~~fair value or incurring additional debt, ~~could negatively~~potentially ~~impact~~adversely affecting our ~~earnings~~operations and ~~growth~~financial condition results.

We have faced intense competition for acquisition candidates and expect to continue to meet them, limiting our ability to make acquisitions and leading to higher acquisition prices. We cannot assure you that we can identify, acquire, or manage other businesses profitably or successfully integrate any acquired businesses into our existing business without substantial costs, delays, or other operational or financial difficulties. In future acquisitions, we could incur additional indebtedness or pay consideration above fair value, which could have a material adverse effect on our business, results of operations, and financial condition. 26

Item 1B. Unresolved Staff Comments

None

Item 1C. Cybersecurity

Risk Management and Strategy

Managing Material Risks & Integrated Overall Risk Management

We are developing processes, ~~that seek~~ to assess, identify, and manage material risks from cybersecurity threats to the IT systems and information ~~that~~ we create, use, transmit, receive, and maintain. We also seek to integrate these processes and policies into our overall enterprise risk management system and processes. The processes for assessing, identifying, and managing material risks from cybersecurity threats, including threats associated with our use of third-party service providers, include our efforts to identify the relevant assets that could be affected, ~~determine~~ determine possible threat sources and threat events, assess threats based on their potential likelihood and impact, and identify controls ~~that~~ that are in place or necessary to manage and/or mitigate such risks.

Engage Third Parties onin Risk Management

We engage a range of external experts, including consultants, and cybersecurity assessors, who assist us in evaluating and testing our cybersecurity systems and processes. These engagements are intended to give us access to specialized knowledge and insights to inform our cybersecurity strategies and processes, including industry-standard control frameworks and applicable regulations, laws, and standards.

Oversee Third-Party Risk

WeThe ~~plan~~Company tohas ~~implement~~implemented ~~and~~stringent ~~conduct~~ security assessments ofbefore ~~all~~engagement and ongoing monitoring throughout partnerships to address risks associated with third-party service providers. ~~before~~We’ve ~~engagement~~also ~~and~~enhanced ~~maintain~~our ~~ongoing~~contractual ~~monitoring~~ requirements to ~~ensure~~align ~~compliance~~third-party security practices with ~~relevant~~our ~~cybersecurity~~ standards.

Risks from Cybersecurity Threats

WeThe ~~have~~Company has not experienced any material cybersecurity incidents, and ~~the~~ expenses ~~incurred~~related ~~from~~to ~~any~~minor ~~security~~ incidents have ~~been~~ remained immaterial. However, as ~~discussed~~highlighted ~~under~~in “Risk Factors” in Part I, Item 1A of this Annual Report, cybersecurity threats ~~pose~~ ~~multiple~~continue ~~and~~to ~~potentially~~pose ~~material~~ significant risks to ~~us, including potentially to~~ our ~~results of~~ operations and financial condition. ~~We rely~~These ~~extensively~~risks onare ~~information~~amplified ~~technology~~as ~~systems~~cyber ~~and could face cybersecurity risk. As cybersecurity~~ threats become more ~~frequent,~~ sophisticated, and coordinated,. We ithave isinvested ~~reasonably~~in ~~likely~~monitoring ~~that~~tools, wesecurity ~~may~~infrastructure, ~~expend~~and ~~greater~~employee ~~resources~~training toprograms ~~continue~~ to ~~modify~~mitigate risks and ~~enhance protective~~adapt ~~measures~~to ~~against~~this ~~such security risks~~evolving landscape.

Governance

Board of Directors Oversight

Our Board ofcontinues ~~Directors~~to isoversee ~~responsible for exercising oversight of~~ management’s identification and management of, ~~and planning for, risks from~~ cybersecurity ~~threats~~risks. ~~While~~The ~~the~~Audit ~~full~~Committee ~~Board~~of ~~has overall responsibility for risk oversight,~~ the Board ~~has delegated oversight~~ ~~responsibility related to risks from cybersecurity threats to~~ (the ~~Board’s~~ “Audit Committee.”) ~~The~~is ~~Audit~~responsible ~~Committee~~for ~~discusses~~cybersecurity ~~with~~risk ~~management not~~oversight ~~less~~and ~~than~~meets ~~annually~~at ~~our~~least ~~significant~~annually ~~financial~~with ~~risk~~management ~~exposures, including those related~~ to ~~data~~review risk ~~privacy~~assessments, ~~data~~ongoing ~~security~~initiatives, and ~~network security,~~key ~~and~~learnings ~~management’s~~from ~~program~~incidents. toIn ~~monitor~~2024, ~~assess,~~the ~~and control such exposures, including our risk assessment and risk management policies. The~~ Audit Committee ~~reports~~adopted toenhanced ~~the~~reporting ~~Board as necessary concerning its activities, including making such reports and recommendations~~protocols to ~~the~~ensure ~~Board~~timely asand ittransparent ~~deems~~updates ~~necessary~~on ~~and~~cybersecurity ~~appropriate~~matters.

2927

Management’s Role in Managing Risk

~~Ben~~Our ~~Mann, our~~ Global IT Manager, iswith ~~responsible~~over ~~for~~34 ~~information security, and has 33~~ years of IT-related ~~work~~ experience., ~~Our~~continues ~~Chief~~to ~~Financial Officer~~lead ~~leads~~ our ~~management’s~~information security efforts, toworking ~~keep~~closely ~~the~~with third-party ~~Audit~~experts ~~Committee~~and ~~informed~~consultants, ~~regarding~~and onregularly ~~cybersecurity~~briefs ~~risks~~our ~~and~~CFO ~~events,~~on ~~and~~any ~~will provide~~related ~~briefings~~matters. toOur CFO then ensures the Audit Committee onis regularly nobriefed ~~less~~on ~~than~~cybersecurity anmatters, ~~annual~~including orrisks, adinitiatives, ~~hoc~~and ~~basis when needed~~incidents. ~~These briefings encompass:~~

~~● evaluation of existing cybersecurity risks; ● status of ongoing cybersecurity initiatives and strategies~~Throughout 2024, ~~and~~management ●has ~~incident~~prioritized ~~reports~~the ~~and learnings from cybersecurity events.~~following:

	●	Conducting advanced employee training programs that include phishing simulations and scenario-based threat responses.
	●	Enhancing security monitoring and incident response plans.
	●	Updating encryption protocols and performing regular system updates to address potential vulnerabilities.

Risk Management Personnel

~~Management’s~~The ~~role in assessing, monitoring, and managing our material cybersecurity risks is primarily the responsibility of our~~ Global IT Manager~~, who~~ ~~reports~~oversees toall ~~our CFO. Both the Global IT Manager and CFO rely on third~~vendor-~~party~~related ~~experts, including consultants, and~~ cybersecurity ~~assessors.~~ ~~The Global IT Manager manages vendor~~ work, ~~related~~focusing toon ~~cybersecurity~~process ~~and~~evolution, isrisk ~~primarily responsible for the evolving cybersecurity processes and policies~~remediation, ~~remediating known risks~~ and ~~leading our~~ employee training ~~program, pursuant to which we provide annual privacy and security training for all employees~~. ~~Our security training incorporates awareness of cyber threats (including but not limited to~~ ~~malware,~~Training ~~ransomware,~~efforts ~~and~~now ~~social~~include ~~engineering~~quarterly ~~attacks), password hygiene, incident reporting processes, and physical security practices. Our management has also developed security policies and processes, including regular system~~ updates ~~and patches, employee training~~ on ~~cybersecurity~~ ~~and~~emerging ~~privacy~~threats ~~requirements,~~such ~~incident~~as ~~reporting,~~AI-enabled ~~and encryption to secure sensitive information. In addition, we also regularly perform~~ phishing ~~tests on our employees~~ and ~~update~~ransomware ~~our training plan at least annually~~attacks. WeOur ~~maintain~~ongoing business continuity and disaster recovery ~~capabilities~~plans tocomplement ~~mitigate~~these ~~interruptions to critical information systems and the loss of data and services from natural or artificial disasters’ effects on our physical operations~~measures.

Monitor Cybersecurity Incidents

~~The~~Our ~~Global~~ IT ~~Manager~~team ~~implements~~employs ~~and~~advanced ~~oversees~~monitoring ~~processes~~tools ~~for~~to ~~regularly~~identify ~~monitoring~~and ~~our~~address ITvulnerabilities ~~systems~~promptly. ~~This~~No ~~includes~~material ~~deploying~~cybersecurity ~~security~~incidents ~~measures~~were toidentified ~~identify~~in ~~potential~~2024, ~~vulnerabilities.~~and ~~The~~our ~~Global IT Manager runs an~~ incident response plan ~~for~~effectively aaddresses ~~cybersecurity~~and ~~incident~~mitigates risks. ~~This~~These ~~plan~~processes ~~provides actions~~include todetailed ~~mitigate~~documentation, root ~~the~~cause ~~impact~~analysis, and ~~long-term~~continuous ~~strategies~~updates ~~for~~to ~~remediation~~our ~~and~~response ~~preventing future incidents~~strategy.

Reporting to the Board of Directors

The Global IT Manager ~~regularly~~promptly ~~informs~~escalates ~~the~~significant ~~CFO~~cybersecurity ofmatters ~~cybersecurity~~to ~~risks~~the CFO and ~~incidents.~~the ~~Furthermore~~Audit Committee, ~~significant~~ensuring ~~cybersecurity~~that ~~matters~~the ~~and~~Board remains ~~strategic~~fully ~~risk~~informed. ~~management~~Regular ~~decisions~~updates ~~would~~to bethe ~~escalated~~Audit byCommittee ~~the~~include ~~CFO~~detailed todiscussions ~~the~~on ~~Audit~~system ~~Committee~~performance, ~~and~~risk ~~the~~exposure, ~~Board~~and ofplanned mitigation ~~Directors~~strategies.

3028

Item 2. Properties

Poway, CA Facilities

January 2025 Lease

On January 24, 2025, the Company entered a sublease agreement for 7,155 square feet within the Poway, California facility. This space will primarily be used for equipment testing.

March 2024 Lease

Mount Olive, NJ

On November 1, 2021, the Company entered into a lease agreement with a non-affiliated third party to rent approximately 7,979 square feet of commercial space in Mount Olive, NJ, for general business offices (including our corporate headquarters), light manufacturing, operating of a testing laboratory, assembly, and inventory storage ~~in Mount Olive, NJ~~. ~~The lease commencement date was November 1, 2021, and the expiration date is January 31, 2027. The initial monthly obligation is $10,869, with annual rent increases of 3.0% until the lease expires.~~

~~Poway,~~We CAbelieve that our facilities are adequate for our current needs.

Included in the September 14, 2023, acquisition of assets from BMS was a sublease of approximately 11,715 square feet of general office use facilities previously held under a six-month agreement with BMS, with lease responsibilities conveyed to our subsidiary Vislink Poway, LLC. The initial lease term commenced with a monthly rent of approximately $22,300 and concluded on March 13, 2024. On February 12, 2024, Vislink Poway, LLC signed a renewal agreement for the same space. The renewal term is set for one year and ten and a 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.

Colchester, U.K.

Approximately 2,700 square feet of manufacturing space at the Colchester, U.K. facility were abandoned as part of the Company’s strategic decision to relocate its U.K. manufacturing division to the United States commencing in September 2023, with approximately 13,200 square feet of remaining space. Impracticable conditions made subletting the unused space unachievable, and the Company considered it abandoned. According to ASC 360, leased space abandonment is an impairment indicator, and we assessed whether the lease “Right of use assets, operating leases” (ROU) assets were impaired. It was determined that approximately $83,000 of the Company’s right-of-use operating assets were impaired.

Hemel, United Kingdom

Under the original lease agreement dated April 28, 2017, a “break clause” signifying a “break date” of October 28, 2020, sighted the following: the Company may terminate this lease on the “break date” by giving the landlord such notice within six months of the “break date.” At the lease’s commencement, it was not reasonably sure if the Company would exercise its right by the break clause’s date. These measures upheld the determination of the lease’s noncancellable period for adopting ASC 842 on January 1, 2019. The lease term of 22 months as of January 1, 2019, helped calculate the remaining lease payments’ net present value assigned to the right-of-use asset and operating lease liability upon the adoption date. The total annual rent under this lease is approximately $175,000, covering 12,870 square feet of manufacturing and administrative office space. Neither party exercised their unilateral termination rights by the “break date,” triggering a lease extension. Both parties’ inaction creates new enforceable rights and obligations in the extended period, such that the lease agreement had terminated on October 27, 2023.

Item 3. Legal Proceedings

The nature of our business and activities are such that we may face frequent claims and litigation, including securities litigation, claims regarding patent and other intellectual property rights, and other liability claims. As a result, we may be involved in various legal proceedings from time to time. We are not currently a party to any material litigation, nor are we aware of any pending or threatened litigation against us that we believe, if adversely determined against us, would materially affect our business, operating results, financial condition, or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

3129

PART II

Item 5. The market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock ~~shares~~has ~~are~~been ~~listed~~quoted for trading on the OTCQB under the symbol “VISL” since February 12, 2025. Previously, our common stock was traded on The Nasdaq Capital Market under the symbol “VISL.”.

Holders

As of ~~March~~April 2930, ~~2024~~2025, 2,~~448~~467,~~482~~618 shares of common stock were outstanding, held by 2620 shareholders of record.

Our transfer agent and registrar isare Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004.

Dividend Policy

We have never declared or paid any cash dividend on our common stock. We intend to retain any future earnings and do not expect to pay any cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

Reference is made to “Item 12.” Security Ownership of Certain Beneficial Owners and Management” for the information ~~required by~~ this item requires.

Recent Sales of Unregistered Securities

None.

Item 6. [Reserved]

~~Not applicable.~~30

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements based on current plans, expectations, and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements due to various factors, including but not limited to factors discussed in the “Risk Factors” section and other parts of this Annual Report on Form 10-K.

Overview

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 RF and 5G solutions for collecting live news, sports, entertainment, and news events for the broadcast, ~~markets. We also furnish the~~ surveillance, and defense markets with real-time video intelligence ~~solutions~~ using ~~various~~a ~~tailored~~range of transmission products. Our ~~The Vislink Technologies, Inc.~~ team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in ~~the~~ terrestrial microwave, , fiber optic, surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.

On February 10, 2025, we filed a Form 25 with the SEC to voluntarily delist our common stock from The Nasdaq Capital Market. Our common stock became quoted for trading with the OTCQB of OTC Markets on February 12, 2025. The decision to move trading of the common stock from Nasdaq to OTC Markets was made to reduce costs and improve operational efficiencies.

On February 12, 2025, Hale Capital Partners, LP (“Hale Capital”) filed a Schedule 13D with the SEC, reporting its acquisition of approximately 12% of the Company’s outstanding common stock. Between that date, and the date of this filing, Hale Capital filed amendments to the Schedule 13D and various reports on Form 4 under Section 16 of the Exchange Act, disclosing increases in Hale Capital’s holdings of our stock. As of the date of this filing, Hale Capital has publicly disclosed beneficial ownership of 376,594 shares, representing approximately 15.26% of our outstanding common stock. As of the date of this filing, the Company has not received any communication from Hale Capital regarding potential changes to its governance, management, or strategic direction.

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~~RF, cellular, ~~I.P.~~IP (Internet Protocol), MESH, and bonded cellular/5G networks. We also provide solutions utilizing ~~A.I.~~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 ~~that~~ ~~encompass~~ encompassing hardware components, hosted systems management platforms, related software licenses, and ancillary support services.

Military and Government:

We have developed high-quality RF and 5G solutions to meet surveillance and defense markets’ operational and industry challenges based on our knowledge of live video delivery. Our solutions are ~~specifically~~ designed explicitly with interagency cooperation, utilizing the internationally recognized ~~I.P.~~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~~Uncrewed Systems, Maritime, and Tactical Mobile Command Posts. These solutions may include:

33Our 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 ground 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.

~~Military and Government (continued):~~31

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:

● 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

●	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, 4G, 5G)
	○	satellite
	○	fiber
	○	emerging networks, including Starlink

~~Ukraine/Russian~~Geopolitical ~~Conflict~~Conflicts and Climate Change

~~The~~Geopolitical Ukraine-Russia war increasingly affects economic and global financial markets and exacerbates ongoing economic challenges, including rising inflation and global supply-chain disruption. The degree to which entities are or will be mainly affected depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets. Because of its broader impact on these macroeconomic conditions, many companies globally may need to consider the war’s effect on specific accounting and financial reporting matters.Risks:

WeAs doof ~~not~~December ~~generate revenue from Russia or Ukraine or have a physical presence~~31, ~~employees~~2024, orthere ~~contractors~~were inno ~~these~~significant ~~countries.~~developments ~~The~~in ~~Russian government’s~~the ~~invasion of~~ Ukraine/Russia and ~~the~~Israel/Hamas ~~resultant~~conflicts ~~sanctions~~that ~~imposed~~directly by impact the ~~U.S.,~~Company’s ~~EU,~~business ~~and~~or ~~other~~operations. ~~governments~~The ~~and~~Company ~~international~~has ~~organizations—designed to~~no ~~inflict~~direct ~~severe~~operations, ~~consequences~~revenue ~~on the Russian economy—are impacting business continuity~~streams, ~~liquidity,~~or ~~and~~physical ~~asset~~presence ~~values~~ in ~~Ukraine~~these ~~and Russia~~regions. ItHowever, iswe ~~difficult~~actively tomonitor ~~estimate~~potential ~~the~~indirect ~~impact~~impacts ~~of the ongoing invasion~~ on ~~the~~our global ~~economy,~~supply ~~including~~chain ~~increased inflation~~ and ~~higher energy~~business ~~and transportation costs. As a result~~continuity, ~~the~~such ~~invasion of Ukraine could adversely impact our financial results. Although we do not~~as ~~presently~~increased ~~foresee~~transportation ~~risks~~costs ~~that~~or ~~may~~disruptions ~~affect~~in our ~~Company~~suppliers’s ~~liquidity,~~operations. ~~operating~~Any ~~results,~~material ~~and~~changes ~~financial~~or ~~reporting,~~updates wewill ~~continue~~be ~~to monitor~~disclosed ~~developments~~as ~~in Ukraine to assess material adverse effects on our business, financial condition, or results of operations~~necessary.

~~Israel-Hamas~~Climate ~~Conflict~~Change Initiatives:

The ~~conflict~~Company ~~between~~is ~~Israel~~deeply ~~and~~committed ~~Hamas~~to ~~affects~~addressing ~~regional~~the ~~stability~~challenges and ~~potentially~~opportunities ~~influences~~posed ~~global~~by ~~economic~~climate ~~and~~change. ~~financial~~Although ~~markets.~~the ~~While~~direct financial impact ~~our~~of ~~Company~~climate ~~has~~change noon ~~direct~~our operations orwas ~~revenue~~not ~~from~~material ~~the~~in ~~affected~~fiscal ~~regions~~2024, ~~the~~we ~~conflict’s~~have ~~implications,~~taken ~~such~~steps asto ~~energy~~enhance ~~price~~sustainability ~~fluctuations~~ and ~~supply chain disruptions, could indirectly impact our business~~resilience.

~~The~~These ~~situation’s~~efforts uncertainty, marked by potential military escalations and sanctions, poses risks to market conditions. We monitor these developments for indirect effects on our costs, operations, and financial health. We do not foresee material adverse impacts on our liquidity or financial results but remain alert to the conflict’s evolving nature and global economic implications.include:

34● Improving energy efficiency across our facilities. ● Actively exploring renewable energy integration. ● Developing innovative solutions to reduce our carbon footprint.

~~Climate~~These ~~Change-Related~~initiatives ~~Effects~~reflect our dedication to environmental sustainability and corporate responsibility.

~~Climate~~The ~~change~~geopolitical isconflicts anand ~~important~~climate ~~global~~change ~~issue~~initiatives ~~that~~described ~~presents~~earlier ~~opportunities~~did ~~and~~not ~~challenges~~materially ~~for~~affect ~~us,~~ our ~~partners,~~financial ~~and~~or ~~our~~operational ~~communities. It matters~~performance tofor usfiscal ~~and~~2024. ~~will~~However, ~~likely~~we bemonitor ~~driven~~these byfactors ~~changes~~closely into ~~physical~~ensure ~~climate~~we ~~parameters,~~remain ~~regulations,~~agile ~~public~~in ~~policy,~~managing ~~technology,~~potential ~~and product demand~~risks.

~~The~~Financial ~~lack of empirical data surrounding the credit~~ and ~~other~~Operational ~~financial~~Impact ~~risks posed by climate change renders it impossible to predict how specifically climate change may impact our financial condition and results~~ of ~~operations; however,~~ the ~~physical~~2024 effects of climate change may also directly affect us. The global business community has increased its political and social awareness surrounding the issue, and the United States has entered into international agreements to reduce global temperatures, such as reentering the Paris Climate Accords. Further, the U.S. Congress, state legislatures, and federal and state regulatory agencies continue to propose numerous initiatives to supplement the global effort to combat climate change.Restructuring

~~Further,~~During the ~~effects~~fiscal ofyear ~~climate~~ending ~~change~~December ~~may~~31, ~~negatively~~2024, ~~impact~~the ~~regional~~Company ~~and~~undertook ~~local~~a ~~economic~~management-led ~~activity~~restructuring initiative, ~~which~~as ~~could~~disclosed ~~adversely~~in ~~affect~~ our ~~customers~~Quarterly ~~and~~Report ~~the~~on ~~communities~~Form in10-Q ~~which~~for wethe ~~operate.~~period Inended ~~addition~~September 30, ~~advocacy~~2024. ~~groups~~This ~~and~~initiative ~~the~~included ~~general~~closing ~~public~~our ~~are~~Poway, ~~growing~~California ~~concerned~~manufacturing ~~that greenhouse gas~~facility ~~emissions~~ and ~~other~~transferring ~~human~~UK ~~activities~~manufacturing ~~have~~operations ~~caused~~to orMount ~~will~~Olive, ~~cause~~New ~~significant~~Jersey. ~~changes~~These inactions ~~weather~~were ~~patterns~~taken ~~and~~to ~~temperatures~~streamline ~~and~~operations, ~~the~~reduce ~~frequency~~costs, and ~~severity~~enhance oflong-term ~~natural disasters~~profitability.

~~While~~As wea ~~seek~~result toof ~~mitigate~~these ~~the~~restructuring ~~risks associated with climate change~~activities, wethe ~~recognize~~Company ~~inherent~~recognized ~~climate~~one-~~related~~time ~~risks~~expenses ~~regardless~~in ofthe ~~where~~fourth wequarter ~~conduct our businesses. Any~~ of ~~our~~2024, ~~locations~~including ~~may~~severance and belease ~~vulnerable~~termination tocosts in the ~~adverse~~amount ~~effects~~ of ~~climate~~$0.5 ~~change~~million. ~~Climate-related~~In ~~events can disrupt our business~~addition, ~~including~~the ~~our~~Company ~~customers,~~recorded ~~and~~impairments ~~cause~~totaling us$6.5 ~~to experience higher attrition~~million, ~~losses, and additional costs to resume operations.~~consisting of:

	●	$6.0 million in inventory impairment due to product rationalization and adjustments to align with the Company’s revised operational footprint.
	●	$0.3 million in intangible asset impairment following a reassessment of certain non-core assets.
	●	$0.2 million in right-of-use (ROU) operating asset impairment, primarily related to facility closures and lease modifications.

These financial impacts were non-recurring and necessary to achieve the intended operational efficiencies. The Company does not anticipate material ongoing disruptions to operations or significant additional restructuring-related costs in future periods.

Outlook

The Company engaged in a robust restructuring initiative which was completed in the fourth quarter of 2024. These changes were made to improve operational efficiencies, streamline production workflows, reduce overhead costs, and enhance overall operational resilience.

Income Taxes

Under Section 382 of the Internal Revenue Code of 1986, as amended, or (the “Code,”), a corporation that undergoes an “ownership change”—generally ~~is,~~defined ~~generally,~~as a greater than 50 percentage point change in ~~our~~ equity ownership by certain stockholders or groups of stockholders ~~and~~—is ~~would be~~ subject to limitations on its ability to use ~~its~~ pre-change net operating losses (“NOLs”) to offset future taxable income. Similar ~~rules~~restrictions may apply under state tax laws. We have undergone ownership changes in the ordinary course of business, which have limited our ability to utilize these NOLs in the future. For these reasons, we believe it is likely that these NOLs may not be able to be realized and would thus expire. A full valuation allowance has been recorded against the entire NOL balance.

35The Company has experienced ownership changes in the ordinary course of business, limiting our ability to utilize these NOLs in the future. Consequently, it is likely that these NOLs will not be realized and will expire unused. As a result, a total valuation allowance has been recorded against the entire NOL balance.

Results of Operations

The following table sets forth the items in the consolidated statements of operations and comprehensive loss of the financial statements included herewith for the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023 (in thousands).

	For the Years Ended
	December 31,
	2023			2022
	2024			2023
Revenue, net	$	27,~~482~~729		$	2827,~~131~~482
Cost of revenue and operating expenses
Cost of components and personnel		13,380			15,204
Cost of revenue:
Inventory valuation adjustments		487			2,930
Cost of components and personnel		13,955			13,380
General and administrative expenses		19,376			18,195
Inventory impairments and valuation write-downs		6,828			487
Research and development		3,493			4,058
Total cost of revenue		20,783			13,867
Impairment of right-of-use assets		83			88
Operating expenses:
Amortization and depreciation		1,261			1,722
General and administrative expenses		21,596			19,376
Total cost of revenue and operating expenses		38,080			42,197
Research and development		4,561			3,493
Loss from operations		(10,598	)		(14,066	)
Restructuring costs		489			—
Impairment of right-of-use operating assets		168			83
Impairment of intangible assets		330			—
Depreciation and amortization		1,310			1,261
Total operating expenses		28,454			24,213
Total cost of revenue and operating expenses		49,237			38,080
Loss from operations		(21,508	)		(10,598	)
Other income (expenses)
Unrealized gains on investments held to maturity		68			—
Unrealized gain on investments in debt securities held to maturity		(25	)		68
Realized loss on redemption of investments		(82	)		—
Realized loss of investments in debt securities		(24	)		(82	)
Gain on settlement of debt		—			46
Other income		400			332
Other income		332			303
Dividend income		211			375
Dividend income		375			—
Interest income (expense), net		300			560
Interest income (expense), net		560			(38	)
Total other income		862			1,253
Total other income		1,253			311
Net loss before income taxes	$	(20,646	)	$	(9,345	)
Net loss before income taxes	$	(9,345	)	$	(13,755	)

Revenue

For the fiscal year ending December 31, ~~2023~~ 2024, revenue ~~decreased~~increased to $27.58 million from $2827.15 million infor the ~~prior~~fiscal year ending December 31, 2023. This approximate 2%increase ~~decrease~~of $0.3 million is primarily ~~due~~attributable to expanded market ~~and~~reach, improved operational ~~influences~~efficiencies, new product development—including ~~shifting~~AeroLink ~~consumer~~and ~~preferences~~DragonFly ~~that~~V—and ~~led~~the tobenefits ~~diminished~~of ~~demand~~integrating ~~for~~the ~~specific~~UK ~~products~~manufacturing ~~and~~operations ~~global~~into ~~economic~~our ~~conditions~~U.S. ~~that~~facilities. ~~curtailed~~Additionally, ~~expenditures~~increased bysales ~~our~~to ~~telecommunications~~military and government customers, ~~directly~~contributed ~~affecting~~to ~~the~~revenue growth, while operational ~~company’s~~improvements ~~revenue~~from ~~streams~~our new ERP system helped enhance order fulfillment and efficiency.

In 2023, our efforts concentrated on strengthening our key capabilities, focusing on the Military/Government (Mil/Gov) sector. Several operational changes and strategic integrations demonstrated our commitment to enhancing our product range and customer engagement methods. A significant move in this direction was relocating our UK manufacturing division from Colchester, UK, to the United States. We believe this move will help to boost our manufacturing efficiency, decrease operational expenses, and strengthen our position in the global marketplace.

Cost of Revenue and Operating Expenses

Cost of Components and Personnel

In For the fiscal year ~~ending~~ended December 31, ~~2023~~2024, ~~our~~ cost of components and personnel ~~decreased~~increased to $1314.40 million ~~from~~compared to $1513.24 million infor the ~~previous~~ fiscal year, aended ~~reduction~~December of31, 2023. This $10.86 million orincrease ~~12%.~~primarily ~~This~~reflects ~~reduction~~expanded ~~directly~~market ~~results~~reach, ~~from~~new ~~streamlining~~product ~~our~~development, ~~product~~and ~~offerings~~increased byproduction ~~discontinuing~~demands ~~several~~associated ~~underperforming~~with ~~product~~modest ~~lines~~revenue growth.

~~The relocation~~Strategically, ofthe ~~our~~Company ~~Colchester~~continued optimizing its operations, UKincluding the relocation of U.K. manufacturing ~~division~~operations to the United States isin ~~also~~2024, ~~expected~~aiming to ~~decrease~~consolidate ~~operational~~production ~~expenses~~and byimprove ~~centralizing manufacturing~~supply ~~operations~~chain ~~within~~efficiency. ~~the~~These ~~United~~measures ~~States~~contributed to better operations control and cost management.

The combined impact of these strategic decisions—streamlining product lines and relocating manufacturing operations—demonstrates our commitment to operational excellence and financial prudence. These measures are expected to contribute to a leaner cost structure and position us to capitalize on more profitable opportunities, thereby enhancing shareholder value in the long term.34

Inventory Impairments and Valuation ~~Adjustments~~Write-Downs

In For the fiscal year ~~ending~~ended December 31, ~~2023~~2024, inventory impairments and valuation ~~adjustments~~write-downs ~~amounted~~totaled to $06.58 million, acompared ~~substantial~~to ~~decrease from~~ $20.95 million infor the ~~prior~~fiscal year ended December 31, 2023. This $6.3 ~~83%~~million ~~was~~increase ~~due~~primarily toresulted ~~reduction~~from ~~initiatives~~the Company’s strategic decision to ~~streamline~~discontinue ~~our~~certain legacy product ~~portfolio~~lines and ~~enhance~~the ~~operational~~relocation ~~efficiencies~~of its manufacturing operations, which triggered write-downs of obsolete and slow-moving inventory.

General and Administrative Expenses

InGeneral and administrative expenses were $21.6 million for the fiscal year ~~ending~~ended on December 31, ~~2023~~2024, ~~our~~compared ~~general and administrative expenses increased~~ to $19.4 million ~~from~~for ~~$18.2 million in~~ the ~~prior~~fiscal year. ~~This~~ended ~~escalation~~December of31, 2023. The $12.2 million, increase ~~equivalent~~was primarily due to ahigher 7%salaries ~~rise,~~and ~~reflects~~benefits ~~the~~($1.1 ~~Company’s~~million), ~~strategic~~increased ~~initiatives~~bad todebt ~~promote future~~expense ~~growth~~($0.5 million), and ~~expand~~additional ~~its~~bank fees, ~~operational~~legal ~~capacity.~~fees, ~~The~~commissions, ~~increase~~taxes, ~~includes~~licenses, aand computer expenses (approximately $0.43 million ~~rise~~each). inThese ~~rent~~increases ~~and~~were ~~utilities, reflecting our~~partially ~~expansion~~offset ~~into~~by ~~more~~a ~~efficient~~$0.9 ~~and~~million ~~strategically~~reduction ~~located~~in ~~facilities~~stock-based tocompensation ~~support our operations~~expense.

~~The expense~~Research ~~increase also reflects an additional $0.4 million in professional fees~~ and ~~consulting~~Development and $0.3 million each in enhancing external services and warranty provisions. The period also reflects an increase of $0.3 million in stock-based compensation and an increase of $0.2 million in allowances for bad debts.Expenses

~~Offsetting these~~Research ~~increases,~~and wedevelopment ~~spent~~expenses increased to $0.4.6 million ~~less~~for onthe ~~freight~~fiscal ~~and~~year ~~postage~~ended ~~and~~December 31, 2024, compared to $03.25 million ~~less~~for onthe ~~advertising,~~fiscal ~~salaries,~~year ~~and~~ended ~~benefits~~December 31, 2023. ~~These~~The $1.1 ~~reductions~~million ~~were~~increase ~~attributable~~was toprimarily ~~our~~driven ~~ongoing~~by ~~efforts~~greater toinvestment ~~realign~~in ~~our~~new ~~marketing~~product ~~strategies~~innovation, ~~and~~including ~~optimize~~a ~~logistics~~$0.4 ~~and~~million ~~distribution~~rise ~~channels~~in miscellaneous toexpenses, ~~achieve~~a ~~greater~~$0.3 ~~operational~~million ~~efficiency~~increase in salaries and ~~effectiveness~~benefits, and $0.2 million increases each in professional services and general research initiatives.

~~Research~~ Restructuring and ~~Development~~Impairment Charges

~~For the~~Restructuring fiscal year ending December 31, 2023, we reported research and development expenses of $3.5 million, a decrease from $4.1 million in the previous year. This reduction of $0.6 million, or 15%, primarily reflects a realignment of our research and development investments towards more targeted and potentially high-impact projects. The decrease includes a $0.3 million in compensation expenses due to lower staffing. These results include a $0.3 million decrease in miscellaneous research and consulting fees.Costs:

~~Despite the~~Restructuring ~~reduction~~costs inof ~~overall~~$0.5 ~~R&D~~million ~~expenditure,~~were werecorded for ~~continue~~the tofiscal ~~invest~~year inended ~~crucial~~December ~~areas~~31, ~~of technological development~~2024, ~~including~~compared ~~advanced communication~~to ~~solutions~~none ~~and~~in ~~next-generation~~the ~~broadcast~~prior ~~technologies~~year. These ~~investments~~charges ~~are~~were ~~critical~~associated towith ~~sustaining~~the ~~our~~Company’s ~~leadership~~broader restructuring initiative launched in ~~delivering~~November ~~high-quality~~2024, ~~live~~aimed ~~video~~at ~~and~~streamlining ~~associated~~operations, ~~data~~consolidating ~~capture~~manufacturing ~~solutions~~activities, and reducing overhead expenses.

~~Amortization and~~Impairment ~~Depreciation~~of Right-of-Use Operating Assets:

~~For the~~The ~~fiscal~~Company ~~year~~recorded ~~ending~~$0.2 ~~December~~million ~~31,~~in ~~2023,~~impairment ~~our~~charges ~~reported~~for ~~amortization~~right-of-use ~~and~~operating ~~depreciation~~assets ~~expenses~~for ~~were~~the ~~$1.3~~fiscal ~~million,~~year aended ~~24%~~December ~~decrease~~31, ~~from~~2024, compared to $10.71 million infor the ~~previous~~fiscal year ended December 31, 2023. ~~This~~These ~~decrease~~impairments ~~was~~were primarily ~~due~~driven by the Company’s decision to aexit ~~reduction~~or inmodify certain leased facilities, reducing the ~~net~~expected ~~book~~recoverable value of ~~intangible~~these assets.

Impairment of Intangible Assets:

For the fiscal year ended December 31, 2024, impairment charges for intangible assets were $0.3 million. No impairment of intangible assets was recorded for the fiscal year ended December 31, 2023. The impairment charges reflect reassessments of the expected future cash flows for certain non-core intangible assets.

Net Loss

~~The~~Net ~~decrease~~losses infor ~~net~~the ~~losses~~years ~~before~~ended ~~income~~December ~~taxes~~31, ~~from~~2014, and 2023 were $1320.85 million inand ~~2022 to~~ $9.31 million, ~~in 2023~~respectively, representing aan ~~33%~~increase ~~reduction, can be~~of ~~attributed to our efforts in seeking to enhance operational efficiency, reduce costs, and optimize our product portfolio~~$11.4 ~~These strategic measures, including discontinuing underperforming product lines and relocating our UK manufacturing division to the United States, contributed to the reduction in net loss~~million.

37The increase in net loss was primarily driven by a $6.8 million in inventory impairments and valuation write-downs, $0.5 million in restructuring costs associated with the Company’s November 2024 restructuring initiative, and additional impairments of intangible and right-of-use assets totaling $0.5 million. Higher research and development expenses of $1.1 million and a $2.2 million increase in general and administrative costs also contributed to the increase, partially offset by modest revenue growth of $0.5 million.

Liquidity and Capital Resources

For the fiscal year ending December 31, ~~2023~~2024, we incurred an operational loss of approximately $1021.65 million and utilized $96.78 million in cash for operating activities. As of December 31, ~~2023~~2024, we had $85.5 million in cash and an investment in Federal bonds ~~(Federal National Mortgage Association and HSBC bonds)~~ valued at $51.7 0 million.

~~Developments, including~~On ~~those~~November ~~beyond~~12, ~~our control~~2024, ~~may~~the ~~cause~~Board usapproved a plan to ~~consume~~restructure ~~our~~certain ~~available~~business ~~capital~~operations. ~~more~~In ~~quickly~~connection ~~than~~with wethis ~~expect.~~plan, ~~These~~the ~~include~~Company ~~potential~~has ~~economic~~begun ~~conditions,~~implementing ~~including~~actions ~~inflation,~~such ~~foreign~~as ~~exchange~~workforce ~~fluctuations,~~reductions ~~the~~and ~~markets~~facility weclosures. ~~compete~~These ininitiatives orare ~~wish~~intended to ~~enter, strategic~~strengthen ~~acquisitions,~~the ~~our~~Company’s financial ~~market~~position ~~strategy,~~by ~~research~~eliminating ~~and~~underperforming ~~development~~product ~~activities~~lines, ~~regulatory~~consolidating ~~matters,~~redundant ~~and~~manufacturing ~~technology~~operations, and ~~product~~reducing associated ~~innovations.~~headcount Weand ~~believe~~cash weoutflows. ~~will~~The ~~have~~Company ~~sufficient~~anticipates ~~funds~~that, toas ~~continue~~a ~~our~~result ~~operations~~of ~~for~~these atoperational ~~least~~changes, 12it ~~months~~will ~~from~~generate ~~the~~positive ~~date~~cash ~~of filing~~flow ~~these financial statements~~ in ~~our~~the ~~Annual~~near ~~Report~~future.

Our ability to fund operations will depend on various factors, including economic conditions, inflation, foreign exchange fluctuations, market competition, strategic initiatives, research and development activities, regulatory developments, and technology advancements. While these factors may cause us to consume available capital at a faster rate than expected, based on our current operating plan, we believe we have sufficient liquidity to fund operations for at least 12 months from the date of filing these financial statements.

Our cash balances were as follows (in thousands):

	For the Years Ended December 31,
	2023		2022
	2024		2023
Cash	$	8,482	$	25,627
Cash and cash equivalanets	$	5,501	$	8,482

Cash Flows

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

	For the Years Ended December 31,
	2024			2023

Net cash used in operating activities	$	(6,842	)	$	(9,748	)
Net cash provided (used) in investment activities		4,482			(6,700	)
Net cash used by financing activities		(454	)		(607	)
Effect of exchange rate changes on cash		(167	)		(90	)

Net decrease in cash	$	(2,981	)	$	(17,145	)

	For the Years Ended
	December 31,
	2023			2022
Net cash used in operating activities	$	(9,748	)	$	(9,419	)
Net cash used in investment activities		(6,700	)		(466	)
Net cash provided by financing activities		(607	)		(765	)
Effect of exchange rate changes on cash		(90	)		46
Net decrease in cash	$	(17,145	)	$	(10,604	)

Operating Activities

During the fiscal year ending December 31, ~~2023~~2024, the Company reported net cash outflows ~~from~~of ~~operating activities totaling~~ approximately $96.78 million from operating activities. ~~This~~The ~~was~~primary ~~primarily~~factors ~~due~~influencing tooperating cash flows included a $2.70 million ~~increase~~decrease in accounts receivable, ~~and~~ a $21.30 million ~~rise~~increase in ~~inventory,~~deferred ~~both~~revenue ~~efforts~~and ~~aimed~~customer atdeposits, ~~enhancing~~and ~~our~~a ~~market~~$0.6 ~~position~~million increase ~~and~~in ~~preparing~~accrued ~~for~~expenses ~~expected demand~~and interest expense. These ~~increases~~ were partially offset by ~~the~~a ~~recognition of~~ $10.95 million reduction in ~~stock-based~~operating ~~compensation,~~lease ~~$1.3 million in depreciation~~liabilities and ~~amortization~~a ~~expenses,~~$0.8 ~~and~~million adecrease ~~net~~in ~~loss~~accounts ~~of $9~~payable.~~1 million.~~

~~During~~Additionally, the ~~fiscal year ending December 31, 2022, the~~ Company recorded ~~approximately~~ $91.20 million in ~~net~~stock-based ~~cash~~compensation, ~~outflows for operating activities. This was mainly due to a reduction of~~ $36.25 million in ~~accounts~~impairments ~~receivable~~(including inventory, ~~$2.1~~intangible ~~million~~assets, ~~in prepaid expenses~~ and right-of-use ~~other~~operating ~~current~~ assets), and $1.83 million in ~~accrued~~depreciation ~~fees~~ and ~~interest~~amortization ~~expenses.~~while ~~These~~reporting ~~outflows were partially balanced by~~ a ~~$3.7 million increase in inventory. Moreover, the Company reported a~~ net loss of $1320.5 million~~, which included $1~~.8 ~~million~~These amounts inreflect ~~inventory~~the ~~impairment,~~most ~~$1.7~~significant ~~million~~changes inimpacting ~~depreciation and~~operating ~~amortization~~activities, ~~and~~while ~~$1.1~~other ~~million~~fluctuations inwere ~~adjustments~~not ~~to inventory valuation~~material.

38During the fiscal year ending December 31, 2023, the Company reported net cash outflows from operating activities totaling approximately $9.7 million. This was primarily due to a $2.7 million increase in accounts receivable and a $2.3 million rise in inventory, both of which aimed to enhance our market position and prepare for expected demand. These increases were partially offset by the recognition of $1.9 million in stock-based compensation, $1.3 million in depreciation and amortization expenses, and a net loss of $9.1 million.

Investing Activities

During the fiscal year ending December 31, ~~2023~~2024, the Company recorded ~~approximately $6.7 million in~~ net cash ~~used~~provided ~~for~~by investing activities ~~to strengthen~~of ~~its~~approximately ~~asset~~$4.5 ~~portfolio~~million. This ~~via~~primarily ~~investments~~resulted ~~and~~from ~~acquisitions~~$6.0 ~~These~~million ~~expenditures~~in ~~entailed~~proceeds anfrom ~~allocation~~the redemption of ~~$15.5 million towards~~ government bond investments, ~~augmented~~partially offset by ~~specific investments in property and equipment valued at~~ $0.79 million ~~and~~ ~~the~~in ~~strategic~~new ~~BMS~~government ~~asset~~bond ~~acquisition~~purchases ~~for~~and $0.35 million. ~~These~~in ~~outlays~~capital ~~were~~expenditures ~~offset~~for byproperty ~~$9.7~~and ~~million received from redeeming a portion of the government bond investments~~equipment.

During the year ending December 31, ~~2022~~2023, the Company recorded approximately $06.57 million in net cash used for investing activities, ~~mainly~~to ~~purchasing~~strengthen ~~furniture~~its asset portfolio via investments and ~~computer~~acquisitions. These expenditures entailed an allocation of $15.5 million towards government bond investments, augmented by specific investments in property and equipment valued at $0.7 million and the strategic BMS asset acquisition for $0.3 million. These outlays were offset by $9.7 million from redeeming some government bond investments.

Financing Activities

InDuring the year ending December 31, ~~2023~~2024, the Company recorded approximately $0.65 million in net cash for financing activities, mainly due to principal payments on the Company’s Directors and Officers (D&O) insurance policy.

During the year ending December 31, ~~2022~~2023, the Company recorded approximately $0.86 million in net cash ~~used~~ for financing activities, ~~which~~mainly ~~was principally~~due ~~attributable~~ to ~~the~~ principal payments ~~of $0.8~~ on the Company’s Directors and Officers (D&O) insurance policy.

Nasdaq and OTC Markets Compliance

OnAs ~~January 11, 2023, we held a special meeting~~ of ~~stockholders~~December ~~(the “Special Meeting”)~~31, ~~at which stockholders approved a proposal to authorize the Board~~2024, ~~at its discretion but before~~ the ~~one-year~~Company ~~anniversary~~fully ofcomplied ~~the~~with ~~date of the Special Meeting, to implement an amendment to our certificate of incorporation to effect a reverse stock split of~~ all ofapplicable ~~the~~Nasdaq ~~outstanding~~listing ~~shares of common stock, at a ratio in the range of 1-for-2 to 1-for-50~~requirements.

On ~~May~~February 110, ~~2023~~2025, we ~~effected~~filed a ~~1-for-20~~Form ~~reverse~~25 ~~stock~~with ~~split (~~the ~~“Reverse~~SEC ~~Stock~~to ~~Split”).~~voluntarily ~~Upon~~delist ~~its~~our ~~effectiveness,~~common ~~every~~stock ~~20 shares~~from ofThe ~~outstanding~~Nasdaq ~~common~~Capital Market. Our common stock ~~decreased~~became toquoted ~~one~~for ~~share~~trading with the OTCQB of ~~common~~OTC ~~stock~~Markets on February 12, 2025. WeThe ~~have~~decision ~~retroactively~~to ~~applied~~move ~~the~~trading ~~Reverse~~of ~~Stock~~the ~~Split~~common ~~throughout~~stock ~~this~~from ~~Annual~~Nasdaq ~~Report~~to OTC Markets was made to ~~all~~reduce ~~periods~~costs ~~presented~~and improve operational efficiencies.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for December 31, ~~2023~~2024, and ~~2022~~2023.

3937

Critical Accounting ~~Policies,~~ Estimates~~, and Judgments~~

~~Our~~The preparation of our consolidated financial statements ~~are~~in ~~prepared~~accordance ~~under~~with U.S. ~~GAAP,~~generally ~~which~~accepted ~~requires~~accounting usprinciples requires management to make estimates, ~~judgments,~~ and assumptions that affect the reported amounts of assets, liabilities, ~~revenue~~revenues, and expenses. ~~These~~Management ~~policies~~has ~~influence~~identified the ~~our~~following ~~most~~accounting ~~significant~~estimates ~~accounts~~as ~~and require~~critical andue ~~understanding~~to the high degree of ~~highly~~judgment ~~uncertain~~and ~~matters~~estimation oruncertainty ~~the~~involved, ~~susceptibility~~particularly in light of ~~such~~conditions ~~matters~~that toexisted ~~change.~~during Wethe ~~consider~~year ~~our~~ended ~~policies~~December ~~on business combinations~~31, ~~asset~~2024. ~~acquisitions,~~For ~~use~~the ofyear ~~estimates~~ended December 31, ~~risks~~2024, ~~and~~these ~~uncertainties,~~estimates ~~revenue~~materially impacted ~~recognition,~~areas ~~leases,~~such ~~stock-based~~as ~~compensation,~~ impairment ~~and~~of ~~abandonment,~~long-lived assets and ~~income~~inventory ~~taxes~~valuation. asDifferent ~~critical~~assumptions ~~due~~could tohave ~~their~~a ~~significance~~material toimpact on our financial ~~statements~~condition ~~and~~or ~~the~~results ~~degree~~ of ~~judgment involved in their application~~operations.

Business Combinations and Asset Acquisitions

The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.

The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets. Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets.

The distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine the nature of the transaction. Incorrect judgments or changes in decisions in these areas could materially affect the determination of goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results of operations.

Principles of Consolidation

The accompanying consolidated 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 US Securities and Exchange Commission (the “SEC”). The accompanying 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

The Company identifies operating segments as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision-makers, or decision-making group, in deciding how to allocate resources and assess performance. The Company’s decision-making group is the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as one operating segment with different product offerings. All long-lived assets of the Company reside in the U.S., the U.K., and the Netherlands.

Critical Accounting Policies, Estimates, and Judgments (continued)

Use of Estimates

Preparing the 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 consolidated financial statements. Significant accounting estimates reflected in the Company’s 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. Changes in the assumptions or conditions underlying our estimates could lead to material adjustments in our financial statements, affecting our reported financial position and results of operations. Actual results could differ from estimates, and any such differences may be material to our consolidated financial statements.

Risks and Uncertainties

The Company operates in a dynamic global environment significantly influenced by various geopolitical events, including the ongoing conflict in the Gaza Strip between Israel and Hamas. This situation, the Russian-Ukraine war, and the COVID-19 pandemic contribute to an uncertain economic landscape. These events have led to widespread economic repercussions, such as an inflationary environment, currency fluctuations, supply chain disruptions, and global labor market shifts.

Our management team is responsible for carefully evaluating and responding to the uncertainties brought about by these geopolitical and global health events. This involves adjusting our financial statements to accurately reflect the current economic and geopolitical environment. In formulating our financial estimates, we draw upon various sources, including historical experiences, external market data, and economic forecasts.

While we are proactively taking steps to mitigate the impacts of these challenging and unpredictable conditions, including the current global conflicts, there is an inherent uncertainty in the efficacy of these measures. We are committed to continuously monitoring these situations to gauge their direct and indirect effects on our business operations, financial stability, and performance outcomes. The evolving nature of these global events may lead to changes in our accounting estimates and assumptions, requiring ongoing vigilance and adaptation.

Accounts Receivable and Allowance for Doubtful Accounts

On January 1, 2023, the Company adopted Topic 326, Financial Instruments—Credit Losses, Measurement of Credit Losses on Financial Instruments. The Company extends credit to its customers in the ordinary course of business and has applied the new standard in evaluating estimated losses through an allowance for doubtful accounts. The Company makes judgments regarding its customer’s ability to make required payments, prevailing economic conditions, previous experience, and other factors. As these factors’ financial situation changes, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses, and losses have been within its expectations. The Company writes off receivables once it is determined that they are no longer collectible, as local laws allow.

Inventories

Inventories consist of raw materials, work-in-process, and finished goods and are recorded at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable completion, disposal, and transportation costs. The Company evaluates inventory balances and either writes down obsolete inventory or records a reserve for slow-moving or excess inventory based on net realizable value analysis.

Critical Accounting Policies, Estimates, and Judgments (continued)

Investment in Debt Securities

Vislink Technologies, Inc. invests in government bonds with the intent and ability to hold these investments until maturity. In alignment with ASC Topic 320, Investments—Debt and Equity Securities, such investments are classified as “Held-to-Maturity” (HTM) securities and are measured at amortized cost.

● Classification: The Company classifies its investments in government bonds as “Held-to-Maturity” (HTM) securities based on management’s intent and ability to hold the securities to maturity. These HTM securities are recognized in the Company’s financial statements at their amortized cost, adjusted for the amortization of premiums and accretion of discounts to maturity. ● Measurement: HTM securities are initially recognized at their acquisition cost, including transaction costs. Subsequently, they are measured at amortized cost using the effective interest method. This method considers the amortization of any discount or premium on the acquisition cost until maturity. ● Interest Income: Interest income is accrued using the security’s effective yield, reflecting the time value of money. ● Amortization of Discount and Premium: The amortization of the discount (or accretion of the premium) is included as part of the interest income recognized in the income statement, reflecting the adjustment to the investment’s yield. ● Impairment: The Company periodically assesses HTM investments for impairment if objective evidence indicates an impairment has been incurred. It recognizes any loss when the present value of estimated future cash flows, discounted at the original effective interest rate, is less than the carrying amount. ● Derecognition: A Held-to-Maturity investment is removed from the balance sheet when the right to receive cash flows has expired, or the Company has substantially transferred all ownership risks and rewards.

Property and Equipment

Property and equipment are presented at cost at the date of acquisition, less depreciation. Depreciation is computed using the straight-line method over estimated useful asset lives, ranging from 1 to 14 years. The costs of the day-to-day servicing of property and equipment, as well as repairs and maintenance, are recognized in the expenses as incurred.

Intangible Assets

Patents and licenses:

Patents and licenses, measured initially at purchase cost, are included in intangible assets on the Company’s balance sheet and amortized on a straight-line basis over their estimated useful lives of 18.5 to 20 years. Amortization totaled approximately $-0- and $0.5 million for the years ended December 31, 2023, and 2022, respectively.

Other intangible assets:

The Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in its acquisition of IMT, Vislink Technologies, Inc., Mobile Viewpoint Corporate B.V. (“MVP”), and the assets of BMS. The Company amortizes intangible asset costs over their useful lives of 3 to 15 years with its net book value reported on the balance sheet. Amortization totaled approximately $1.0 million each for the years ended December 31, 2023, and 2022, respectively.

Critical Accounting Policies, Estimates, and Judgments (continued)

Revenue Recognition

WeRevenue ~~account~~recognition ~~for~~may ~~the~~involve ~~Company’s~~critical ~~operating~~accounting ~~results~~estimates ~~under~~when ~~ASC~~contracts ~~Topic~~include ~~606,~~multiple ~~adopted~~performance onobligations ~~January~~or 1customized deliverables, requiring ~~2019.~~management ~~This~~to ~~comprehensive~~exercise ~~revenue~~judgment ~~recognition model~~in ~~requires~~allocating ~~recognition~~transaction ~~when~~price ~~the~~and ~~Company~~determining ~~transfers~~the ~~control~~timing of ~~the~~revenue ~~promised~~recognition. ~~goods~~For orthe year ~~services~~ended toDecember ~~our~~31, ~~customers~~2024, ~~at an amount that reflects~~ the ~~consideration~~Company’s weassessment ~~expect~~of toperformance ~~receive.~~obligations ~~The~~and ~~application~~transfer of ~~ASC~~control ~~Topic~~impacted ~~606~~the ~~requires~~timing ~~us to use more judgment~~ and amount ~~make~~of ~~more~~revenue ~~estimates~~recognized ~~than under~~in ~~previously~~certain ~~issued~~customer ~~guidance~~contracts. ~~Variations~~Changes in these judgments ~~or assumptions about performance obligations or transaction prices~~ could materially affect the ~~timing~~period ~~and~~in ~~amount~~which of revenue is ~~recognized, impacting our financial results~~reported.

~~The~~Impairment ~~Company generates all its revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control~~ of ~~the~~Long-Lived ~~promised goods or services to a customer in an amount that reflects the consideration we expect to receive in exchange for those services.~~Assets

The Company ~~determines~~evaluates long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. This is a critical accounting estimate due to the significant assumptions involved in forecasting future cash flows, including expectations around revenue, ~~recognition~~operating ~~through~~costs, and asset utilization. For the ~~following~~year ~~steps:~~ended December 31, 2024, the Company recorded impairment charges related to right-of-use assets for abandoned facilities and recognized an impairment of intangible assets associated with the Poway operation as part of its restructuring initiative. These estimates are sensitive to changes in restructuring outcomes, facility closures, and projected market conditions. Revisions to these assumptions could materially impact future impairment charges and the carrying value of long-lived assets.

1.Inventory ~~identification of the contract, or contracts, with a customer.~~Valuation

2The valuation of inventory is a critical accounting estimate that involves significant judgment in determining reserves for excess and obsolete inventory and adjustments to net realizable value. These judgments are based on assumptions about current and future product demand, ~~identification~~technological changes, and the Company’s strategic direction. For the year ended December 31, 2024, the Company’s restructuring activities, including consolidation of manufacturing operations and discontinuation of certain product lines, increased the ~~performance~~level ~~obligations~~of uncertainty around inventory recoverability. Changes in these assumptions could result in material adjustments to the ~~contract~~carrying value of inventory.

3. determination of the transaction price.

4. allocation of the transaction price to the performance obligations in the contract; and

5. recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, the Company assesses the goods and services promised in our customer contracts and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the consideration we expect to receive in exchange for transferring goods and services. The value-added sales taxes and other charges we collect concurrent with revenue-producing activities are excluded from income.

Remaining Performance Obligations:

The remaining performance obligations, or backlog, represent the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less.

Leases

We determine if an arrangement is a lease at inception. We recognize lease expense for lease payments on a straight-line basis over the lease term. The Company includes operating leases as ROU assets, such as “Right of use assets, operating leases,” in the consolidated balance sheets. For lease liabilities, operating lease liabilities are included in “Operating lease obligations, current” and “Operating lease liabilities, net of current portion” in the consolidated balance sheets. We recognize Operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments for all leases with a term longer than 12 months. No lease and non-lease components are separated for all our real estate contracts. Changes in lease term or discount rate assumptions could materially affect our ROU assets, lease liabilities, and lease expense recognition.

There were no capital leases, now titled “finance leases” under ASC 842, in the Company’s lease portfolio as of December 31, 2023. The ROU assets and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”), defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment. As most of our leases do not provide an implicit rate, we determined our incremental borrowing rates based on an analysis of prior collateralized borrowings over similar terms of the lease payments at the commencement date to estimate the IBR under ASC 842.

Critical Accounting Policies, Estimates, and Judgments (continued)

Stock-Based Compensation

The Company accounts for stock compensation with persons classified as employees for accounting purposes under ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model, and the fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date. Variations in these assumptions could significantly affect the fair value of stock-based awards, impacting our compensation expense and equity.

The expansion of Topic 718 fell under ASU 2018-07 to include share-based payment transactions for acquiring goods and services from non-employees. The measurement date for equity-classified non-employee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of non-employee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new ASU aligns the non-employee share-based payment awards with performance conditions and accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term to measure the non-employee share-based payment awards. The new ASU allows entities to make an award-by-award election to use the expected duration (consistent with employee share-based payment awards) or the contractual term for non-employee awards.

Stock-Option Awards — Time-Based and Performance-Based

Under ASC Topic 718, the compensation cost is measured based on an award’s fair value at the grant’s date for the time vested option award using the Black Scholes-Merton formula as a valuation technique. The Company used the U.S. Treasury note’s rate over the expected option term for the risk-free rate. Employees’ expected term represents the period that options granted are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide a reasonable basis for estimating the expected term. For non-employee options, the expected term is the entire term of the option. Expected volatility is based on the average weekly share price changes over the shorter expected term or the period from the Nasdaq Capital Markets Exchange placement to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives.

The Company has not paid dividends on its common stock, and no assumption of dividend payment(s) is made in the model. For employee equity-classified awards, compensation cost is recognized over the employee’s requisite service period with a corresponding credit to additional paid-in capital. The employee’s requisite service period begins at the service inception date and ends when the requisite service has been provided.

Restricted Stock Unit Awards (“RSUs”) — Time-Based

Under ASC 718, the exercise price for RSUs is determined using the fair market value of the Company’s common stock on the grant date. For an award with graded vesting subject only to a service condition (e.g., time-based vesting), ASC 718-10-35-8 provides an accounting policy choice between graded vesting attribution or straight-line attribution. The Company elects the graded vesting method, recognizing compensation expense for only the portion of awards expected to vest. Forfeitures of time-based units and awards are recognized as they occur. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate the fair value of time-based restricted stock units.

Restricted Stock Unit Awards (“RSUs”) — Performance-Based

The accruals of compensation cost for an award with a performance condition are related to that performance condition’s probable outcome. Under ASC 718, a “performance condition” is the achievement of a specified target that is defined by referring to the employer’s operations or activities, such as an option that vests if the employer’s growth rate increases by a certain amount or there are the attainments of regulatory approval for a product. There is an accrual of compensation cost upon the likely achievement of the performance condition, and there is no accrual if the accomplishment of the performance condition is not probable. The exercise price for RSUs is determined using the fair market value of the Company’s common stock on the grant date. Stock-based compensation costs are calculated using the closing stock price on the grant date to estimate performance-based restricted stock units’ fair value.

Critical Accounting Policies, Estimates, and Judgments (continued)

Impairment and Abandonment

We evaluate the impairment of long-lived assets and the abandonment of leased assets, requiring judgments about future cash flows, asset utilization, and market conditions. Changes in market conditions or our operational strategy could lead to impairment or abandonment charges, materially affecting our financial condition and results of operations.

Right-Of-Use Operating Lease Abandonment:

Approximately 2,700 square feet of manufacturing space at the Colchester, UK facility were abandoned as part of the Company’s strategic decision to relocate its UK manufacturing division to the United States commencing in September 2023. Impracticable conditions made subletting the unused space unachievable, and the Company considered it abandoned. According to ASC 360, leased space abandonment is an impairment indicator, and the Company assessed whether the lease ROU assets were impaired. It was determined that approximately $0.1 million of the Company’s right-of-use operating assets were impaired.

Management decided to vacate the Billerica, MA facility as part of the Company’s cost savings strategy implemented in the third quarter of the fiscal year 2022. The location’s economic environment precluded subletting, and management determined the (leased facility) to be abandoned as of September 30, 2022. Under ASC 360, leased space abandonment is an impairment indicator, and the Company assessed the lease right-of-use (“ROU”) assets for impairment.

For the years ending December 31, 2023, and 2022, the Company recognized a loss on impairment of ROU assets of approximately $0.1 million each.

Commitments and Contingencies

Unless otherwise disclosed in this Report, we have no material commitments or contingent liabilities.

Foreign Currency and Other Comprehensive (Gains) Losses

We record gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions that are considered long-term investments that are accumulated and credited or charged to other comprehensive income. We have two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates at the balance sheet date and for income statement accounts using an average exchange rate for the years ending December 31, 2023, and 2022, respectively. We included gains or losses from such translation as a separate component of accumulated other comprehensive (loss) income.

Transaction gains and losses are recognized in our operations’ results based on the difference between the foreign exchange rates on the transaction date and the reporting date. The foreign currency exchange gains and losses are a component of general and administrative expenses in the accompanying Consolidated Statements of Operations.

Income Taxes

~~Under~~The ~~ASC~~Company ~~740,~~accounts asfor ~~part of our consolidated financial statements, we must estimate our~~ income ~~tax~~taxes ~~provision~~under ~~(benefit)~~ASC in740 ~~each~~using ~~jurisdiction we operate. The Company uses~~ the asset and liability method ~~of accounting for income taxes~~. ~~The~~Deferred ~~recognition of deferred income~~ tax assets and liabilities are recognized for ~~the future tax consequences attributable to~~ temporary differences ~~between the financial statement carrying amounts of existing assets~~ and ~~liabilities and their respective tax bases fall under this method. Deferred income tax assets and liabilities are~~ measured using enacted tax rates expected to apply ~~to taxable income~~ in ~~the~~future ~~years these temporary differences are expected to be recovered or settled~~periods. The ~~recognition~~Company ofevaluates the ~~effect~~realizability of on deferred tax assets ~~and~~each ~~liabilities~~reporting ofperiod. aGiven ~~change~~the inCompany’s ~~tax~~historical ~~rates~~and incurrent ~~income~~operating islosses, inmanagement ~~the~~determined ~~period~~ that ~~includes~~a ~~the~~full ~~enactment date. A~~ valuation allowance iswas ~~provided~~appropriate for ~~those~~all deferred tax assets ~~for~~as ~~which~~of ~~management~~December ~~cannot conclude~~31, ~~that it is more likely than not that such deferred tax assets will be realized~~2024. ~~The~~This ~~Company~~assessment ~~will~~requires ~~file income tax returns in~~significant ~~the~~judgment ~~U.S. federal jurisdiction~~ and ~~various~~projection ~~state~~of ~~and~~future ~~foreign~~taxable ~~jurisdictions~~income. ~~The~~Changes ~~Company recognizes the impact of an uncertain tax position~~ in ~~its financial statements if~~operations, ~~in management’s judgment, it is more likely than not sustainable upon audit based upon the position’s technical merits. It involves identifying potential uncertain~~ tax ~~positions~~law, ~~evaluating~~or ~~applicable tax laws, and assessing whether~~ the ~~liability~~ ~~for~~economic ~~uncertain~~environment ~~tax~~may ~~positions~~materially isimpact ~~necessary. The Company’s policy is to classify assessments, if any, for tax-related interest~~these ~~expenses~~estimates and ~~penalties~~the asassociated ~~general~~valuation ~~and administrative expenses~~allowance.

Changes in tax laws, our operations, or our assessment of future taxable income could materially affect our income tax provision, deferred tax assets, and liabilities.

Critical Accounting Policies, Estimates, and Judgments (continued)

Recently Issued Accounting Pronouncements

Recently Issued Accounting Standards Adopted and Not Yet Adopted

Adopted:

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates, including accounts receivable. The standard replaces the existing incurred credit loss model with the Current Expected Credit Losses (“CECL”) model. It is required to measure credit losses based on the Company’s estimate of expected losses rather than incurred losses, which generally results in earlier recognition of allowances for credit losses. Under ASC 326, the Company evaluates specific criteria, including aging and historical write-offs, the current economic condition of customers, and future economic conditions of countries utilizing a consumption index to determine the appropriate allowance for credit losses. The Company completed its assessment of the new standard and did not adjust the opening balance of retained earnings relating to its trade receivables. The Company writes off receivables once it is determined that they are no longer collectible, as local laws allow.

Not yet adopted:

In February 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). This update revises the reporting requirements for operating segments of public entities, aiming to enhance the transparency and usefulness of segment reporting. As of the date of these financial statements, we have not formally adopted ASU 2023-07, which becomes effective for public entities for reporting periods beginning after December 15, 2023. However, it is essential to note that our Company operates as a single reporting segment. Due to this structure, we inherently meet the updated disclosure requirements of ASU 2023-07 without the need for additional segment-specific information. Our current operating segment structure aligns with the objectives of the new standard, emphasizing explicit and meaningful segment reporting. We have assessed that there will be no significant impact on our financial statements upon adopting ASU 2023-07. We will continue to monitor any further guidance FASB provides and ensure compliance with the reporting standards. As we formally adopt ASU 2023-07, we remain committed to transparency and clarity in our financial reporting. Our subsequent financial statements will provide further updates regarding compliance with this and other accounting standards.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, enhancing transparency in income tax disclosures. This ASU applies to entities under Topic 740, requiring detailed rate reconciliation and disclosures of taxes paid. It mandates public business entities to disclose rate reconciliation categories annually and specifies a quantitative threshold for reconciling items. Other entities must provide qualitative disclosures. The update is effective for public business entities for annual periods beginning after December 15, 2024, and other entities after December 15, 2025, with early adoption permitted. The Company is evaluating the impact of ASU 2023-09 on its financial statements and will provide updates, if necessary, alongside other accounting standards in future financial statements.

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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

There is no requirement to include the disclosures required under Item 7A as a smaller reporting company under SEC rules.

Item 8. Financial Statements and Supplementary Data

The Company’s audited financial statements and notes appear in this report beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

4638

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls and other procedures~~ designed to ensure that ~~the~~information ~~disclosure~~required ofto ~~required~~be ~~information~~disclosed in our reports filed ~~or submitted~~ under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified ~~in the~~by SEC’s rules and forms. ~~Disclosure~~These controls ~~and~~also ~~procedures include, without limitation, controls and procedures designed to~~ ensure that such information ~~requiring disclosure in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (~~our~~collectively, the “Certifying Officers”), to allow timely decisions regarding required ~~disclosure~~disclosures.

~~Management’s~~As ~~assessment~~ of ~~our~~December ~~design~~31, ~~and~~2024, ~~operation~~our ofmanagement, ~~disclosure~~including ~~controls~~our isCertifying ~~ongoing.~~Officers, ~~Based~~supervised onand evaluated the ~~evaluation~~effectiveness of our disclosure controls and procedures ( as defined in Rule 13a-15(e) under the Exchange Act). asBased ofon ~~December~~this 31evaluation, ~~2023,~~ our Certifying Officers ~~have~~ concluded that, ~~as of December 31, 2023,~~ our disclosure controls and procedures were ~~not~~ineffective ~~adequate~~ at the reasonable assurance level, due to the material weaknesses in internal control over financial reporting, as described below.

(b) Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, (as ~~such term is~~ defined in Rule 13a-15(f) ~~under~~ under the Exchange Act). ~~Internal~~This internal control ~~over~~system ~~financial reporting~~ is ~~a process~~ designed ~~under the supervision and with the participation of our management, including our Certifying Officers,~~ to provide reasonable assurance regarding the reliability of financial reporting and ~~the~~preparing ~~preparation of~~ financial statements for external purposes under GAAP. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements under GAAP, (b) that our receipts and expenditures are being made only following authorizations of our management and directors; and (3) provide reasonable assurance regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our consolidated financial statements.

~~Because~~Our ~~of its inherent limitations,~~ internal control over financial reporting ~~may~~includes not prevent or detect misstatements. Also, projections of any effectiveness evaluation in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies orand procedures ~~may deteriorate.~~that:

~~As required~~1. byPertain ~~Rule~~to ~~13a-15(c) under~~ the ~~Exchange~~maintenance ~~Act, our Certifying Officers evaluated the effectiveness~~ of ~~our~~records ~~internal~~that, ~~control~~in ~~over~~reasonable ~~financial reporting as of December 31~~detail, ~~2023,~~accurately ~~using~~and ~~the~~fairly ~~criteria~~reflect ~~set~~our ~~forth~~transactions byand ~~the~~asset ~~Committee~~dispositions. of2. ~~Sponsoring~~Provide ~~Organizations~~reasonable ofassurance ~~the~~that ~~Treadway~~transactions ~~Commission in~~are ~~Internal~~recorded ~~Control-Integrated~~as ~~Framework~~necessary ~~(2013).~~to Inpermit ~~their assessment of~~ the ~~effectiveness~~preparation of ~~internal control over~~ financial ~~reporting as~~statements ofunder ~~December~~GAAP ~~31,~~and ~~2023, management concluded~~ that ~~such~~our ~~control~~receipts ~~was ineffective~~ and ~~that~~expenditures ~~there~~are ~~were~~made ~~control~~only ~~deficiencies~~under ~~that constituted material weaknesses because (i) we currently do not employ~~ the ~~appropriate~~authorizations ~~number~~ of ~~accounting~~management ~~personnel~~and todirectors. ~~ensure~~3. ~~(a)~~Provide wereasonable ~~maintain~~assurance ~~proper segregation~~regarding ofpreventing ~~duties,~~or ~~(b)~~timely ~~conduct~~detection aof ~~tolerable~~unauthorized ~~risk~~acquisition, ~~assessment~~use, ~~and~~or ~~(ii)~~disposition weof ~~have~~assets ~~not~~that ~~adequately~~could ~~documented~~have a ~~complete~~material ~~assessment~~effect ofon the ~~effectiveness~~ ~~of the design and operation of our internal control over~~ financial ~~reporting~~statements.

~~Notwithstanding~~Due ~~the~~to ~~identified~~inherent ~~material~~limitations, ~~weakness~~internal ascontrol ofover ~~December~~financial ~~31,~~reporting ~~2023,~~may ~~management,~~not ~~including~~prevent ~~the~~or ~~Certifying~~detect ~~Officers,~~misstatements. ~~believe~~Projections ~~that~~of ~~the~~any ~~condensed consolidated~~effectiveness ~~financial~~evaluation ~~statements~~to ~~contained~~future inperiods ~~this~~are ~~Annual~~subject ~~Report~~to ~~filing~~the ~~reasonably~~risk ~~present,~~that incontrols ~~all~~may ~~material~~become ~~respect,~~inadequate ~~our~~because ~~financial condition, results~~ of ~~operations,~~changes ~~and~~in ~~cash~~conditions ~~flows~~or ~~for~~that ~~the~~compliance with ~~fiscal~~policies ~~period~~or ~~presented~~procedures inmay ~~conformity with GAAP~~deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control-Integrated Framework” (2013). Based on this assessment, management concluded that our internal control over financial reporting was ineffective due to the following material weaknesses:

	1.	Insufficient Accounting Personnel: We do not employ an adequate number of accounting personnel to ensure proper segregation of duties and to conduct a tolerable risk assessment.
	2.	Inadequate Documentation: We have not adequately documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.
	3.	Insufficient Controls: We do not have appropriate controls around provisioning of access including assigning business users to privileged access and lack of user access reviews.

Despite these material weaknesses, management, including our Certifying Officers, believes that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations, and cash flows for the periods presented, in conformity with GAAP.

(c) Changes in Internal Controls over Financial Reporting

~~Although~~We weare ~~have~~actively ~~continued~~engaged ~~our~~in remediation efforts into ~~connection~~address ~~with~~the identified material weaknesses,. ~~the~~These ~~material~~efforts ~~weakness,~~include asenhancing ~~discussed~~the ~~above,~~supervisory ~~has~~review ~~yet~~of toour beaccounting ~~fully~~procedures ~~remediated.~~and Asincreasing ~~we remediate~~ the ~~material~~number ~~weakness~~of inqualified ~~our~~accounting ~~internal~~personnel ~~controls, we made changes~~ to ~~our~~improve ~~internal controls, including changes to enhance~~ the ~~supervisory~~segregation ~~review~~ of ~~our~~duties and ~~accounting~~risk ~~procedures~~assessment processes.

During the fiscal year ended December 31, 2024, we made the following changes to our internal control over financial reporting:

	●	Implemented enhanced supervisory review procedures within our accounting department.
	●	Initiated the recruitment of additional qualified accounting personnel to strengthen our internal control framework.

These changes are intended to help us in attempting to remediate the material weaknesses identified above and to enhance the overall effectiveness of our internal control over financial reporting.

(d) Auditor’s Report on Internal Control over Financial Reporting

~~This~~As a smaller reporting company, this Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~According~~Under to SEC rules, ~~management~~such ~~reports~~companies ~~were~~can ~~not~~only ~~subject to attestation by our registered public accounting firm, which permits us to~~ provide ~~only~~ management’s ~~reports~~report on internal control over financial reporting in this Annual Report.

Item 9B. Other Information

OnDirector ~~March 29, 2024, our Compensation Committee~~ and ~~our Board of Directors approved incentive target bonus goals and objectives for 2024 for Carleton Miller, our Chief Executive~~ Officer, ~~and~~Trading ~~Michael~~Plans ~~Bond, our Chief Financial Officer. Mr. Miller’s standard target annual bonus opportunity is equal to up to 100% of his annual base salary~~ and up to 200% of his annual base salary for maximum performance. Under Mr. Bond’s employment offer letter, his standard target annual bonus opportunity is equal to up to 50% of his annual base salary and up to 100% of his annual base salary for maximum performance. These bonuses will subject to the following:Arrangements

●During ~~A maximum payout of 20% per quarter of~~ the ~~annual~~three ~~standard~~months ~~targeted~~ended ~~bonus~~December ~~opportunity~~31, ~~for Q1 and Q2~~ 2024, ~~respectively;~~none ~~● A maximum payout~~ of ~~30%~~our ~~per~~directors or ~~quarter~~officers ofadopted, ~~the~~made ~~annual~~certain ~~standard~~modifications ~~targeted~~or ~~bonus~~terminated ~~opportunity~~a ~~for~~“Rule Q310b5-1 ~~and~~trading Q4arrangement” ~~2024~~or ~~respectively;~~“non-Rule ~~and~~10b5-1 trading ●arrangement,” ~~The~~as ~~potential~~each ~~maximum~~term ~~performance~~is ~~bonus~~defined ~~opportunities will be considered~~ in ~~connection~~Item ~~with~~408(a) ~~the review~~ of ~~our~~Regulation ~~audited financial results for 2024 by our Board of Directors and our Audit Committee~~S-K.

Payment of the quarterly and year-end bonuses are at the discretion of the Compensation Committee and the Board of Directors taking into account achievement of specific quarterly and annual financial performance measures and operational and strategic goals and objectives. All such bonuses are subject to our Clawback Policy.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

4739

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The information required by Item 10 is incorporated into this Report by reference to the information that will be contained in our proxy statement related to the ~~2024~~2025 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the SEC within 120 days of the end of our fiscal year.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 is incorporated into this Report by reference to the information that will be contained in our proxy statement related to the ~~2024~~2025 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the SEC within 120 days of the end of our fiscal year.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated into this Report by reference to the information that will be contained in our proxy statement related to the ~~2024~~2025 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the SEC within 120 days of the end of our fiscal year.

Item 14. Principal Accountant Fees and Services

The information required by Item 14 is incorporated into this Report by reference to the information that will be contained in our proxy statement related to the ~~2024~~2025 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the SEC within 120 days of the end of our fiscal year.

4840

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this Report:

(1)

Financial Statements:

The audited consolidated balance sheets of the Company as of December 31, ~~2023~~2024, and ~~2022~~2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, ~~2023~~2024, the footnotes to it, and the report of Marcum LLP, independent registered public accountants, are filed herewith.

(2)

Financial Schedules:

None.

Financial statement schedules have been omitted because they are not applicable, or the required information is included in the financial statements or notes.

(3)

Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b)	The following are exhibits to this Report, and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements made solely for the agreement’s benefit. These representations and warranties:

● may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the contracts; ● may apply standards of materiality that differ from those of a reasonable investor; and ● the agreements were made only as specified dates ~~in the agreements~~ and subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

4941

Exhibit Number		Description of Exhibit
3.1(i)		Amended & Restated Certificate of Incorporation, incorporated by reference to the Company’s Registration Statement on Form S-1 No. 333-191867, as filed with the Commission on October 23, 2013.
3.1(i)(a)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on June 13, 2014.
3.1 (i)(b)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on July 20, 2015.
3.1(i)(c)		Amended and Restated Certificate of Designation of Series B Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 10, 2016.
3.1(i)(d)		Certificate of Designation of Series C Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 26, 2015.
3.1(i)(e)		Certificate of Designation of Series D Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on April 27, 2016.
3.1(i)(f)		Certificate of Designation of Series E Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on December 27, 2016.
3.1(i)(g)		Certificate of Designation of the Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(h)		Certificate of Elimination for Series C Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 10, 2016.
3.1(i)(i)		Certificate of Elimination for Series B Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on December 7, 2016.
3.1(i)(j)		Certificate of Elimination for Series D Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(k)		Certificate of Elimination for Series E Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(l)		Certificate of Elimination for Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on March 27, 2023.
3.1(i)(m)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on June 20, 2016.
3.1(i)(n)		Certificate of Amendment to Certificate of Incorporation of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 26, 2019.
3.1(i)(o)		Certificate of Amendment to the Certificate of Incorporation of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on August 5, 2020.
3.1(i)(p)		Certificate of Amendment to the Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on April 28, 2023.
3.1(ii)		Third Amended & Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on August 20, 2021.
4.1		Form of Common Stock Certificate of the Registrant, incorporated by reference to the Company’s Amendment to the Registration Statement on Form S-1 No. 333-187094, as filed with the Commission on May 21, 2013.
4.2		Warrant Agreement, including Form of Common Warrant and Form of Pre-Funded Warrant from July 2019 Offering, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on July 16, 2019.
4.3*		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBITS TO BE ADDRESS BY ATTORNEYS

Exhibit Number		Description of Exhibit
3.1(i)		Amended & Restated Certificate of Incorporation, incorporated by reference to the Company’s Registration Statement on Form S-1 No. 333-191867, as filed with the Commission on October 23, 2013.
3.1(i)(a)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on June 13, 2014.
3.1 (i)(b)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on July 20, 2015.
3.1(i)(c)		Amended and Restated Certificate of Designation of Series B Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 10, 2016.
3.1(i)(d)		Certificate of Designation of Series C Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 26, 2015.
3.1(i)(e)		Certificate of Designation of Series D Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on April 27, 2016.
3.1(i)(f)		Certificate of Designation of Series E Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on December 27, 2016.
3.1(i)(g)		Certificate of Designation of the Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(h)		Certificate of Elimination for Series C Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 10, 2016.
3.1(i)(i)		Certificate of Elimination for Series B Convertible Preferred Stock, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on December 7, 2016.
3.1(i)(j)		Certificate of Elimination for Series D Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(k)		Certificate of Elimination for Series E Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on November 9, 2022.
3.1(i)(l)		Certificate of Elimination for Series A Preferred Stock of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on March 27, 2023.
3.1(i)(m)		Amendment to Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on June 20, 2016.
3.1(i)(n)		Certificate of Amendment to Certificate of Incorporation of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on February 26, 2019.
3.1(i)(o)		Certificate of Amendment to the Certificate of Incorporation of the Company, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on August 5, 2020.
3.1(i)(p)		Certificate of Amendment to the Certificate of Incorporation, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on April 28, 2023.
3.1(ii)		Third Amended & Restated Bylaws, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on August 20, 2021.
4.1		Form of Common Stock Certificate of the Registrant, incorporated by reference to the Company’s Amendment to the Registration Statement on Form S-1 No. 333-187094, as filed with the Commission on May 21, 2013.
4.2		Warrant Agreement, including Form of Common Warrant and Form of Pre-Funded Warrant from July 2019 Offering, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on July 16, 2019.
10.1		2023 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-274366, as filed with Commission on September 6, 2023.
10.2		Employment Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with the Commission on January 25, 2020
10.3		Notice of Grant of Stock Option for Time-Vested Options and Stock Option Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with Commission on January 25, 2020
10.4		Notice of Grant of Stock Option for Performance-Vested Options and Stock Option Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with Commission on January 25, 2020
10.5		Offer Letter by and between the Company and Michael Bond, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on January 17, 2024.
10.6		Inducement RSU Award Agreement between the Company and Michael Bond, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on January 17, 2024.
10.7		Form of Indemnification Agreement by and between the Company and its officers and directors, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the Commission on April 1, 2020-.
10.8		Non-Employee Director Compensation Policy, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the Commission on November 12, 2020.
10.9		Form of Non-Employee Director Restricted Shares Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the Commission on November 12, 2020.
10.10		Employment Agreement by and between Vislink Technologies, Inc. and Michael Bond, dated as of February 24, 2025, incorporated by reference to the Company’s Current Report on Form 8-K filed with Commission on February 28, 2025
19.1*		Insider Trading Policy
21.1*		List of Subsidiaries
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
97.1		Clawback Policy, incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with Commission April 3, 2024.
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)

*		Filed herewith

Exhibit Number		Description of Exhibit
10.1		2023 Omnibus Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-274366, as filed with Commission on September 6, 2023.
10.2		Employment Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with the Commission on January 25, 2020
10.3		Notice of Grant of Stock Option for Time-Vested Options and Stock Option Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with Commission on January 25, 2020
10.4		Notice of Grant of Stock Option for Performance-Vested Options and Stock Option Agreement by and between the Company and Carleton M. Miller, incorporated by reference to the Company’s Amendment to the Current Report on Form 8-K, as filed with Commission on January 25, 2020
10.5		Offer Letter by and between the Company and Michael Bond, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on January 17, 2024.
10.6		Inducement RSU Award Agreement between the Company and Michael Bond, incorporated by reference to the Company’s Current Report on Form 8-K, as filed with Commission on January 17, 2024.
10.7		Form of Indemnification Agreement by and between the Company and its officers and directors, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2019, as filed with the Commission on April 1, 2020-.
10.8		Non-Employee Director Compensation Policy, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the Commission on November 12, 2020.
10.9		Form of Non-Employee Director Restricted Shares Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 as filed with the Commission on November 12, 2020.
14.1		Code of Ethics, incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2013, as filed with the Commission on March 6, 2014.
21.1*		List of Subsidiaries
23.1*		Consent of Marcum LLP
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
97.1*		Clawback Policy
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)

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) 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.

	VISLINK TECHNOLOGIES, INC.
Date: April 3, 2024	By:	/s/ Carleton M. Miller
Date: May 2, 2025	By:	/s/ Carleton M. Miller
		Carleton M. Miller
		Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)
Date: April 3, 2024	By:	/s/ Michael C. Bond
Date: May 2, 2025	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, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Carleton M. Miller	Chief Executive Officer	~~April~~May 32, ~~2024~~2025
Carleton M. Miller	(Principal Executive Officer)
/s/ Michael C. Bond	Chief Financial Officer	~~April~~May 32, ~~2024~~2025
Michael C. Bond	(Principal Financial and Accounting Officer)
/s/ Susan G. Swenson	Chairman of the Board of Directors	~~April~~May 32, ~~2024~~2025
Susan G. Swenson
/s/ Jude T. Panetta	Director	~~April~~May 32, ~~2024~~2025
Jude T. Panetta
/s/ Ralph E. Faison	Director	~~April~~May 32, ~~2024~~2025
Ralph E. Faison
/s/ Brian K. Krolicki	Director	~~April~~May 32, ~~2024~~2025
Brian K. Krolicki

5243

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

December 31, ~~2023~~2024, and ~~2022~~2023

		Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations and Comprehensive Loss		F-4
Consolidated Statements of Changes in Stockholders’ Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Vislink Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vislink Technologies, Inc. (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, and comprehensive loss, change in stockholders’ equity and cash flows for each of the two years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2023~~2024 and ~~2022~~2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our commitment is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2015 New York, NY ~~April~~May 31, ~~2024~~2025

F-2

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

	2023			2022
	December 31,
	2023			2022
	2024			2023
ASSETS
Current assets
Cash	$	8,482		$	25,627
Cash and cash equivalents	$	5,501		$	8,482
Accounts receivable, net		85,~~680~~958			68,~~007~~680
Inventories, net		147,~~029~~563			1214,~~021~~029
Investments held to maturity		~~5,731~~995			—5,731
Prepaid expenses and other current assets		1,~~560~~302			1,~~232~~560
Total current assets		3821,~~482~~319			4438,~~887~~482
Right of use assets, operating leases		~~742~~297			~~1,075~~742
Property and equipment, net		1,~~902~~984			1,~~434~~902
Intangible assets, net		32,~~866~~578			43,~~400~~866
Total assets	$	4426,~~992~~178		$	5144,~~796~~992
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	32,~~183~~422		$	23,~~626~~183
Accrued expenses		12,~~578~~153			1,~~568~~578
Notes payable		—56			84—
Operating lease obligations, current		~~463~~459			~~455~~463
Customer deposits and deferred revenue		1,490			1,540
Accrued restructuring costs		421			—
Total current liabilities		6,714			6,273
Customer deposits and deferred revenue		2,768			1,490
Operating lease obligations, net of current portion		755			1,107
Total current liabilities		8,279			6,714
Deferred tax liabilities		546			764
Operating lease obligations, net of current portion		291			755
Total liabilities		8,015			8,144
Deferred tax liabilities		401			546
Commitments and contingencies (See Note 17)		-			-
Total liabilities		8,971			8,015
Series A Preferred stock, $0.00001 par value per share: -0- and 47,419 shares authorized on December 31, 2023, and 2022, respectively; -0- and 47,419 shares issued and outstanding on December 31, 2023, and 2022, respectively at a redemption value equal to $0.10 in cash for each ten thousand (10,000) whole shares.		—			—
Commitments and contingencies (See Note 20)		-			-
Series A Preferred stock, $0.00001 par value per share: -0- shares authorized on December 31, 2024, and 2023, respectively; -0- and shares issued and outstanding on December 31, 2024, and 2023, respectively.		—			—
Stockholders’ equity
Preferred stock, $0.00001 par value per share: 10,000,000 shares authorized on December 31, 2023, and 2022, respectively		—			—
Preferred stock, $0.00001 par value per share: 10,000,000 shares authorized on December 31, 2024, and 2023, respectively		—			—
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on December 31, 2023, and 2022, respectively:
Common stock, $0.00001 par value per share, 100,000,000 shares authorized on December 31, 2024, and 2023, respectively:
Common stock 2,439,923 and 2,367,362 were issued, and 2,439,790 and 2,367,229 were outstanding on December 31, 2023, and 2022, respectively.		—			—
Common stock, 2,467,618 and 2,439,923 were issued, and 2,467,485 and 2,439,790 were outstanding on December 31, 2024 and 2023, respectively.		—			—
Common stock value		—			—
Common stock, value		—			—
Additional paid-in capital		~~347~~348,~~507~~663			~~345~~347,~~365~~507
Accumulated other comprehensive loss		(1,~~027~~452	)		(1,~~337~~027	)
Treasury stock, at cost – 133 shares as of December 31, 2023, and 2022, respectively		(277	)		(277	)
Treasury stock, at cost – 133 shares as of December 31, 2024, and 2023, respectively		(277	)		(277	)
Accumulated deficit		(~~309~~329,~~226~~727	)		(~~300~~309,~~099~~226	)
Total stockholders’ equity		3617,~~977~~207			4336,~~652~~977
Total liabilities and stockholders’ equity	$	4426,~~992~~178		$	5144,~~796~~992

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

F-3

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT NET LOSS PER SHARE DATA)

	2023			2022
	For the Years Ended
	December 31,
	2023			2022
	2024			2023
Revenue, net	$	27,~~482~~729		$	2827,~~131~~482
Cost of revenue and operating expenses
Cost of components and personnel		13,380			15,204
Cost of revenue:
Inventory valuation adjustments		487			2,930
Cost of components and personnel		13,955			13,380
General and administrative expenses		19,376			18,195
Inventory impairments and valuation write-downs		6,828			487
Research and development		3,493			4,058
Total cost of revenue		20,783			13,867
Impairment of right-of-use assets		83			88
Operating expenses:
Depreciation and amortization		1,261			1,722
General and administrative expenses		21,596			19,376
Total cost of revenue and operating expenses		38,080			42,197
Research and development		4,561			3,493
Loss from operations		(10,598	)		(14,066	)
Restructuring costs		489			—
Impairment of right-of-use operating assets		168			83
Impairment of intangible assets		330			—
Depreciation and amortization		1,310			1,261
Total operating expenses		28,454			24,213
Total cost of revenue and operating expenses		49,237			38,080
Loss from operations		(21,508	)		(10,598	)
Other income (expenses)
Unrealized gain on investments in debt securities held to maturity		68(25	)		—68
Realized loss on investments in debt securities		(82	)		—
Realized loss of investments in debt securities		(24	)		(82	)
Gain on settlement of debt		—			46
Other income		400			332
Other income		332			303
Dividend income		211			375
Dividend income		375			—
Interest income (expense), net		300			560
Interest income (expense), net		560			(38	)
Total other income		862			1,253
Total other income		1,253			311
Net loss before income taxes		(20,646	)		(9,345	)
Net loss before income taxes		(9,345	)		(13,755	)
Income taxes
Deferred tax benefits		~~218~~145			~~215~~218
Net loss		(9,127	)		(13,540	)
Net loss attributable to common shareholders	$	(20,501	)	$	(9,127	)
Dividends		—			(20	)
Net loss attributable to common shareholders	$	(9,127	)	$	(13,560	)
Net loss per share attributable to Common Shareholders:
Basic and diluted loss per share	$	(38.8335	)	$	(53.8183	)
Weighted average number of shares outstanding:
Basic and diluted		2,~~381~~456			2,~~335~~381
Comprehensive loss:
Net loss	$	(920,~~127~~501	)	$	(139,~~540~~127	)
Unrealized gain on currency translation adjustment		310			1,040
Unrealized (loss) gain on currency translation adjustment		(425	)		310
Comprehensive loss	$	(820,~~817~~926	)	$	(128,~~500~~817	)

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

F-4

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

												Accumulated
	Series A									Additional		Accumulated Other
	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, 2022,*		—		$	—		2,287,651	$	—	$	343,746	$	(297	)	$	(277	)	$	(286,539	)	$	56,633
Balance, January 1, 2023		47,419		$	—		2,367,362	$	—	$	345,365	$	(1,337	)	$	(277	)	$	(300,099	)	$	43,652
Net loss		—			—		—		—		—		—			—			(13,540	)		(13,540	)
Unrealized loss on currency translation adjustment		—			—		—		—		—		(1,040	)		—			—			(1,040	)
Issuance of shares of Series A Preferred Stock as dividends for common stock shareholders		47,419																	(20	)		(20	)
Issuance of common stock in connection with:
Satisfaction of accounts payable vendor balance		—			—		3,870		—		54		—			—			—			54
Satisfaction of withholding tax upon conversion of restricted stock units		—			—		17,889		—		—		—			—			—			—
Satisfaction with the conversion of restricted stock units		—			—		57,952		—		—		—			—			—			—
Stock-based compensation		—			—		—		—		1,565		—			—			—			1,565
Balance, December 31, 2022		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		—			—		—		—		—		—			—			(9,127	)		(9,127	)
Unrealized gain on currency translation adjustment		—			—		—		—		—		310			—			—			310
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
Satisfaction of withholding tax upon conversion of restricted stock units		—			—		14,193		—		—		—			—			—			—
Satisfaction with the conversion of restricted stock unit awards		—			—		48,368		—		—		—			—			—			—
Satisfaction with the conversion of restricted stock units		—			—		48,368		—		—		—			—			—			—
Stock-based compensation		—			—		—		—		1,942		—			—			—			1,942
Balance, December 31, 2023		—		$	—		2,439,923	$	—	$	347,507	$	(1,027	)	$	(277	)	$	(309,226	)	$	36,977
Balance		—		$	—		2,439,923	$	—	$	347,507	$	(1,027	)	$	(277	)	$	(309,226	)	$	36,977
Net loss		—			—		—		—		—		—			—			(20,501	)		(20,501	)
Unrealized loss on currency translation adjustment		—			—		—		—		—		(425	)		—			—			(425	)
Unrealized gain (loss) on currency translation adjustment		—			—		—		—		—		(425	)		—			—			(425	)
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		—			—		19,695		—		—		—			—			—			—
Stock-based compensation		—			—		—		—		996		—			—			—			996
Balance, December 31, 2024		—		$	—		2,467,618	$	—	$	348,663	$	(1,452	)	$	(277	)	$	(329,727	)	$	17,207
Balance		—		$	—		2,467,618	$	—	$	348,663	$	(1,452	)	$	(277	)	$	(329,727	)	$	17,207

* 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 consolidated financial statements.

F-5

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	2023			2022
	Years Ended December 31,
	2023			2022
	2024			2023
Cash flows used in operating activities
Net loss	$	(920,~~127~~501	)	$	(139,~~540~~127	)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on settlement of debt		—			(46	)
Deferred tax benefits		(145	)		(218	)
Unrealized gain on investments in debt securities		6825			—68
Realized loss on investments in debt securities		(82	)		—
Realized gain (loss) of investments in debt securities		24			(82	)
Accretion of bond discount		16(17	)		—16
Stock-based compensation		~~1,942~~996			1,~~565~~942
Stock issuance commitments		—			200
Provision for bad debt		610			25
Provision for bad debt		25			21
Recovery of bad debt		—			(10	)
Recovery of bad debt		(10	)		(517	)
Inventory impairments and valuation write-downs		6,828			487
Inventory valuation adjustments		487			2,930
Amortization of right-of-use assets, operating assets		275			375
Amortization of right-of-use assets, operating assets		375			201
Depreciation and amortization		1,310			1,261
Impairment of right-of-use assets		83			88
Restructuring costs		489			—
Depreciation and amortization		1,261			1,722
Impairment of right-of-use operating assets		168			83
Deferred tax benefits		(218	)		(215	)
Impairment of intangible assets		330			—
Changes in assets and liabilities
Accounts receivable		(2,~~666~~049	)		3(2,~~197~~666	)
Inventory		(~~2,185~~522	)		(32,~~731~~185	)
Prepaid expenses and other current assets		~~200~~452			~~1,897~~200
Accounts payable		~~559~~(810	)		~~(347~~559	)
Accrued expenses and interest expense		~~218~~597			~~(1,780~~218	)
Accrued directors’ compensation		(8160	)		—(8	)
Operating lease liabilities		(~~344~~468	)		(~~506~~344	)
Deferred revenue and customer deposits		~~(342~~1,308	)		(~~558~~342	)
Net cash used in operating activities		(96,~~748~~842	)		(9,~~419~~748	)
Cash flows used in investing activities
Cash flows provided (used) in investing activities
Cash used for investment in securities held to maturity		(~~15,473~~949	)		—(15,473	)
Cash used in asset acquisition		~~(269~~—	)		—(269	)
Proceeds for bond redemption		95,~~740~~950			—9,740
Cash used for property and equipment		(~~698~~519	)		(~~466~~698	)
Net cash used in investing activities		(6,700	)		(466	)
Net cash provided (used) in investing activities		4,482			(6,700	)
Cash flows used in financing activities
Principal payments made on D & O notes payable		(~~607~~454	)		(~~765~~607	)
Net cash used in financing activities		(~~607~~454	)		(~~765~~607	)
Effect of exchange rate changes on cash		(90167	)		46(90	)
Net decrease in cash		(172,~~145~~981	)		(1017,~~604~~145	)
Cash and cash equivalents, beginning of the period		258,~~627~~482			3625,~~231~~627
Cash and cash equivalents, end of the period	$	85,~~482~~501		$	258,~~627~~482

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

F-6

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(IN THOUSANDS)

	Years Ended December 31
	2023			2022
	2024			2023
Supplemental disclosure of cash payments:
Cash paid during the period for interest	$	1216		$	4112
Supplemental disclosure of non-cash information:
Notes payable recognized on D & O Insurance policy (Note 15)	$	~~523~~510		$	~~750~~523
Issuance of shares of Series A Preferred Stock as dividends for common stock shareholders	$	—		$	20
Common stock issued in connection with:
Board compensation awards previously accrued	$	~~200~~160		$	200
Settlement of amounts due accounts payable	$	—		$	54
ROU assets and operating lease obligations recognized (Note 16):
Operating lease assets recognized	$	~~125~~—		$	—125
Less: non-cash changes to operating lease assets amortization
amortization		(~~375~~275	)		(~~201~~375	)
impairments		(83168	)		(4383	)
loss on lease impairments		83168			~~(88~~83	)
ROU assets and operating lease obligations recognized	$	(~~375~~275	)	$	(~~332~~375	)
Operating lease liabilities recognized	$	~~125~~—		$	—125
Less: non-cash changes to operating lease liabilities accretion		(~~469~~468	)		(~~506~~469	)
Operating lease liabilities recognized	$	(~~344~~468	)	$	(~~506~~344	)

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

F-7

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS

Vislink Technologies, Inc., ~~(“Vislink”, “Company”, “we”, “us”, or “our”) 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 RF and 5G solutions for collecting live news, sports, entertainment, and news events for the broadcast, ~~markets. We also provide the~~ surveillance, and defense markets with real-time video intelligence ~~solutions~~ using ~~various~~a ~~tailored~~range of transmission products. Our team also ~~offers~~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~~RF, 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~~ 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 ~~examples~~ include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

Military and Government:

~~Vislink~~Our ~~Technologies, Inc.~~ 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~~ground operations, command centers, and central receiving sites. Short-range ~~and~~ and long-range solutions are available in areas including established infrastructure and exceptionally remote regions, making valuable ~~video~~ video intelligence available regardless of location.

F-8

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS (continued)

Connected Edge Solutions:

~~Our Mobile Viewpoint Technologies (MVP)~~ Vislink offers ~~the~~ hardware and software solutions ~~needed~~ to acquire, produce, contribute to, and deliver video ~~over~~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, 5G) ○ satellite, ○ fiber, ~~and~~ ○ emerging networks, including ~~5G and~~ Starlink

NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION

For the fiscal year ending December 31, ~~2023~~2024, we incurred a net loss of approximately $1020.6 5 million and utilized $96.7 8 million in cash for operating activities. ~~The Company~~As of December 31, 2024, the company maintained a working capital of $3113.8 3 million, ~~alongside~~and $85.5 million in cash~~, against $309~~.~~2 million in accumulated deficits.~~

~~Developments~~On November 12, ~~including~~2024, ~~those~~the ~~beyond~~Board ~~our~~approved ~~control,~~a ~~may~~plan ~~cause us~~ to ~~consume~~restructure ~~our~~certain ~~available~~business ~~capital~~operations. ~~more~~In ~~quickly~~connection ~~than we~~with ~~expect.~~this ~~These~~plan, ~~include~~the ~~potential~~Company ~~economic~~has begun ~~conditions,~~implementing ~~including~~actions ~~inflation,~~such ~~foreign~~as ~~exchange~~workforce ~~fluctuations,~~reductions ~~the markets~~and wefacility ~~compete~~closures. inThese orinitiatives ~~wish~~are intended to ~~enter,~~strengthen ~~strategic~~the ~~acquisitions,~~Company’s financial ~~our~~position ~~market~~by ~~strategy,~~eliminating ~~research~~underperforming ~~and~~product ~~development activities~~lines, ~~regulatory~~consolidating ~~matters~~redundant manufacturing operations, and ~~technology~~reducing associated headcount and ~~product~~cash ~~innovations~~outflows. WeThe ~~believe~~Company weanticipates ~~will~~that, ~~have~~as ~~sufficient~~a ~~funds~~result toof ~~continue~~these ~~our~~operational ~~operations~~changes, ~~for~~it atwill ~~least~~generate 12positive ~~months~~cash ~~from~~flow ~~the date of filing these financial statements~~ in ~~our~~the ~~Annual~~near ~~Report~~future.

~~Asset~~Our ~~Acquisitions~~ability to fund operations will depend on various factors, including economic conditions, inflation, foreign exchange fluctuations, market competition, strategic initiatives, research and development activities, regulatory developments, and technology advancements. While these factors may cause us to consume available capital at a faster rate than expected, based on our current operating plan, we believe we have sufficient liquidity to fund operations for at least 12 months from the date of filing these financial statements.

~~The~~Restructuring Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets.Initiatives

~~Accounting~~On ~~for~~November ~~asset~~12, ~~acquisitions~~2024, ~~falls~~the ~~under~~Board ~~the~~approved ~~guidance~~a ofplan ~~Topic~~to ~~805,~~restructure ~~Business~~certain ~~Combinations~~business operations. The Company has initiated actions, ~~specifically~~including reducing ~~Subtopic~~its ~~805-50~~workforce and dissolving its U.K. Aand ~~cost~~Poway, ~~accumulation model~~California ismanufacturing ~~used~~operations, totransferring ~~determine~~these anactivities ~~asset~~to ~~acquisition’s~~Mount Olive, ~~cost~~New Jersey. ~~Assets~~These ~~acquired~~initiatives ~~are~~will ~~based~~enhance onthe ~~their~~Company’s ~~cost,~~financial ~~generally~~position ~~allocated~~by toeliminating ~~them~~underperforming onproduct lines, aredundant ~~relative~~manufacturing ~~fair~~facilities, ~~value~~and ~~basis~~associated headcount. ~~Direct~~The ~~acquisition-related~~inventory ~~costs~~impairment ~~are~~reflects ~~included~~the write-down of inventory in connection with the ~~cost~~Company’s strategic realignment of ~~the~~its ~~acquired~~product ~~assets~~portfolio and resulting discontinuation of certain legacy product lines.

The Company incurred approximately $6.5 million in one-time costs during 2024 related to severance, lease termination, and other restructuring initiatives.

Delisting from The Nasdaq Capital Market

F-9

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The ~~accompanying~~ consolidated financial statements have been prepared in conformity with ~~accounting principles generally accepted in the United States of America or (“~~U.S. GAAP”), as ~~found~~codified in the Accounting Standards Codification (“ASC”), ~~the~~and Accounting Standards ~~Update~~Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) , and the rules and regulations of the USU.S. Securities and Exchange Commission (~~the~~ “SEC”). ~~The~~These ~~accompanying consolidated~~ financial statements include Vislink ~~the~~Technologies ~~Company~~Inc.’s accounts and wholly- owned subsidiaries. ~~The~~Intercompany ~~Company has eliminated all intercompany~~ accounts and transactions ~~upon~~have ~~consolidating~~been ~~the~~eliminated ~~Company’s~~in ~~subsidiaries~~consolidation.

Segment Reporting

The Company ~~identifies~~operates ~~operating segments~~ as ~~components~~a ofsingle anreporting ~~enterprise~~segment ~~about~~under ~~which~~the ~~separate~~guidance ~~discrete~~of ~~financial~~ASC ~~information~~280, isSegment ~~available for~~Reporting. ~~evaluation~~Effective byJanuary ~~the operating decision-makers~~1, ~~or decision-making group~~2024, inthe ~~deciding how to allocate resources and assess performance.~~Company ~~The~~adopted ~~Company’s~~ASU ~~decision~~2023-~~making~~07, ~~group~~which isenhances the ~~senior~~transparency ~~executive~~and ~~management~~utility ~~team~~of segment reporting. The ~~Company~~adoption ~~and~~did ~~the~~not ~~decision-making~~result ~~group~~in ~~view~~material ~~the~~changes to the Company’s ~~operations~~segment ~~and~~disclosures, ~~manage its business~~ as ~~one~~prior ~~operating~~reporting ~~segment~~periods ~~with~~already ~~different~~reflected ~~product~~the ~~offerings. All long~~single-~~lived~~segment ~~assets of the Company reside in the U~~structure.~~S., the U.K., and the Netherlands.~~

The Chief Operating Decision Maker (CODM), comprising of the Chief Executive Officer and Chief Financial Officer, evaluates the Company’s performance and allocates resources based on consolidated financial results consistent with the single operating segment structure. Significant operating expenses, such as selling, general, and administrative expenses, are not allocated to any distinct business units but are reviewed on a consolidated basis by the CODM.

Use of Estimates

Preparing the 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 consolidated financial statements. Significant accounting estimates reflected in the Company’s 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 consolidated financial statements.

Certain estimates, including asset impairments, termination benefits, and facility closure costs, have been revised due to adopting a restructuring initiative in the fourth quarter of 2024. These restructuring-related estimates are preliminary and may change as more information becomes available. Such changes could materially impact financial results in subsequent periods. Actual results could differ from estimates, and any such differences may be material to our consolidated financial statements.

Risks and Uncertainties

The future impacts of global conflicts, such as the Russia-Ukraine war and the Israel-Hamas conflict, asand ~~well as their residual effects, include~~ economic ~~uncertainty~~conditions, an ~~inflationary environment~~including inflation, currency fluctuations, ~~disruption~~and ~~within the~~ global supply chain, ~~and labor markets worldwide industries~~disruptions, remain uncertain. These circumstances have created prevalent uncertainty and risk. The impact of these issues on our business will vary by geographic market and discipline. In response to potential reductions in revenueAdditionally, ~~we may take actions to align our cost structure with changes~~ in ~~customer demand and manage our working capital. However, there can be no assurance as to~~ the ~~effectiveness~~fourth ofquarter ~~our efforts to mitigate any impact~~ of 2024, the ~~current~~Company ~~and~~adopted ~~future~~a ~~adverse~~restructuring ~~economic~~initiative ~~conditions,~~to ~~reductions~~optimize inits ~~client revenue, changes in client creditworthiness, and other developments~~operations. WeThis ~~monitor~~initiative ~~the~~introduces ~~circumstances~~risks ~~mentioned~~related ~~above~~ to ~~assess direct material adverse effects on our business~~implementation, ~~financial~~ ~~condition~~workforce reductions, orfacility ~~results of operations. Therefore~~closures, ~~these impacts may change accounting estimates~~ and ~~assumptions~~potential ~~over~~operational ~~time~~disruptions. ~~Interim period results are not necessarily indicative of the expected results for the full fiscal year.~~

While the restructuring initiative is expected to improve long-term cost efficiency, it may affect short-term cash flow, financial performance, and the Company’s ability to meet customer demand. Management continues to assess these risks and uncertainties and monitors their potential material adverse effects on our business, financial condition, or results of operations. As a result, estimates and assumptions may be revised over time in response to these developments. Interim period results are not necessarily indicative of the expected results for the full fiscal year.

On February 10, 2025, the Company filed a Form 25 with the SEC to voluntarily delist our common stock from The Nasdaq Capital Market. Our common stock became quoted for trading with the OTCQB of OTC Markets on February 12, 2025. The decision to move trading of the common stock from Nasdaq to OTC Markets was made to reduce costs and improve operational efficiencies. While the Company anticipates cost savings and operational efficiencies from delisting, the transition introduces risks, including reduced liquidity, lower trading volume, decreased investor accessibility, and potential challenges in raising capital. Management continues to assess the impact of these factors on the Company’s business, financial condition, and results of operations.

F-10

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

~~Allowance~~Restructuring ~~for Credit Losses~~Costs

InASC ~~June 2016~~420, ~~the~~Exit ~~FASB~~or ~~established~~Disposal ~~Topic~~Cost ~~326~~Obligations, ~~Financial~~recognizes ~~Instruments—Credit~~restructuring ~~Losses,~~costs. ~~Measurement~~These ofcosts ~~Credit~~may ~~Losses~~include onemployee ~~Financial~~termination ~~Instruments~~benefits, facility ~~(ASU)~~closure ~~No. 2016-13~~expenses, ~~which~~contract ~~requires~~termination afees, ~~methodology that reflects expected credit losses~~ and ~~requires~~other ~~consideration~~direct ofcosts aassociated ~~broader~~with ~~range~~restructuring ~~of reasonable and supportable information to inform credit loss estimates, including accounts receivable~~activities.

~~The standard~~● ~~replaces~~Employee ~~the~~Termination ~~existing~~Benefits: ~~incurred~~Recognized ~~credit~~when ~~loss model with~~ the ~~Current~~Company ~~Expected~~has ~~Credit~~committed ~~Losses (“CECL”) model. It is required~~ to ~~measure~~a ~~credit~~plan ~~losses based on the Company’s estimate~~ of ~~expected losses rather than incurred losses~~termination, ~~which~~identified ~~generally results in earlier recognition of allowances for credit losses. Under ASC 326,~~ the ~~Company~~employees ~~evaluates~~to ~~specific~~be ~~criteria~~terminated, ~~including aging~~ and ~~historical write-offs,~~communicated the ~~current~~termination ~~economic~~plan ~~condition of customers, and future economic conditions of countries utilizing a consumption index~~ to ~~determine~~ ~~the~~those ~~appropriate allowance for credit losses~~employees. ~~The~~● ~~Company~~Other ~~completed~~Restructuring ~~its~~Costs: ~~assessment~~Recognized ofwhen the ~~new~~liability ~~standard~~is ~~and~~incurred, ~~did~~generally ~~not~~when ~~adjust~~goods ~~the opening~~or ~~balance~~services ofassociated ~~retained~~with ~~earnings~~the ~~relating~~activity toare ~~its trade receivables~~received. ~~The~~● ~~Company~~Asset ~~writes~~impairments ~~off~~related ~~receivables~~to ~~once~~facility itclosures isare ~~determined~~accounted ~~that they~~for ~~are~~under noASC ~~longer~~360, ~~collectible~~Property, asPlant, ~~local~~and ~~laws allow~~Equipment.

~~Cash~~Restructuring ~~and~~costs ~~Cash~~are ~~Equivalents~~measured at their fair value upon recognition. Adjustments to previously recorded restructuring liabilities are made in the period when changes in estimates occur.

The Company considers all highly liquid investments with an original maturity of three 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 as of December 31, 2023, and 2022.

Concentrations

The Company does not possess any off-balance-sheet concentrations of credit risk. Credit risk, defined as the likelihood of a counterparty defaulting on contractual obligations, poses a potential financial loss for the Company. The primary sources of the Company’s credit risk are its cash, investments and accounts receivable. To mitigate the risk of loss exposure, the Company follows a policy of holding its cash in high-credit quality financial institutions. Cash deposits, representing a concentration of credit risk, are the main economic instruments exposing the Company to such risks. The Company has allocated $5.7 million towards investments in government bonds held to maturity to diversify our credit risk exposure further and enhance our risk mitigation strategies. These bonds, issued by the United States Federal Government, are evaluated for credit risk based on the issuing entity’s creditworthiness. This investment strategy is aligned with our overarching objective to minimize potential financial losses by spreading risk across various high-credit quality assets and instruments. The Federal Deposit Insurance Corporation (“FDIC”) insures up to $250,000 for accounts held within the United States. In the United Kingdom, the Company maintains cash balance accounts at financial institutions insured by the Financial Services Compensation Scheme, covering up to £85,000 (subject to currency translation rates to the United States dollar). Additionally, in the Netherlands, the Company’s cash balance accounts at financial institutions are insured by the “Dutch deposit guarantee scheme,” providing coverage up to €100,000 per person per bank.

As of December 31, 2023, and 2022, the Company held approximately $7.7 million and $24.5 million above insured limits, respectively, remaining unaffected by any losses in its bank accounts during this period.

During the year ending December 31, 2023, the Company did not report any sales to an individual customer that constituted more than 10% of its total sales. During the year ending December 31, 2022, the Company noted sales to a single customer amounting to $3.4 million, representing 12% of the Company’s total sales, in excess of 10% of its total sales.

As of December 31, 2023, and 2022, the Company’s accounts receivable from a single customer were recorded at approximately $1.1 million (13%) and $1.1 million (19%), respectively. Each instance surpassed the 10% mark of the Company’s total consolidated accounts receivable, indicating a significant concentration in customer receivables.

F-11

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Accounts Receivable and Allowance for Doubtful Accounts

On January 1, 2023, the Company adopted Topic 326, Financial Instruments—Credit Losses, Measurement of Credit Losses on Financial Instruments. The Company extends credit to its customers in the ordinary course of business and has applied a new standard in evaluating estimated losses through an allowance for doubtful accounts. The Company makes judgments regarding its customer’s ability to make required payments, prevailing economic conditions, previous experience, and other factors. As these factors’ financial situation changes, circumstances develop, or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for credit losses, and losses have been within its expectations. The Company writes off receivables once it is determined that they are no longer collectible, as local laws allow.

Inventories

Investment in Debt Securities

F-12

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Business Combinations and Asset Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets. Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a ~~relative~~relatively fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets.

~~The distinction~~As ~~between~~part ~~business~~of ~~combinations~~the ~~and~~Company’s ~~asset~~restructuring ~~acquisitions~~initiative ~~involves~~adopted ~~judgment,~~in ~~particularly~~the ~~when~~fourth ~~applying~~quarter of 2024, the ~~screen~~intangible ~~test~~assets toacquired ~~determine~~in the ~~nature~~Poway transaction, consisting of ~~the~~customer ~~transaction.~~relationships ~~Incorrect~~with ~~judgments~~a ornet ~~changes~~book invalue ~~decisions~~of approximately $330,000, were impaired as the Company exited operations in ~~these~~Poway, ~~areas~~California. ~~could~~Additionally, ~~materially~~the ~~affect~~restructuring effort will guide the ~~determination~~evaluation of ~~goodwill~~future acquisitions, requiring alignment with the restructured business model. These actions may impact the recognition and measurement of acquired intangible assets and ~~assumed~~ liabilities, and, consequently, ~~our~~the Company’s financial position and results of operations.

~~Property~~Revenue ~~and Equipment~~Recognition

~~Property and~~The ~~equipment~~Company ~~are~~accounts ~~presented~~for atits ~~cost~~revenue atin ~~the~~accordance ~~date~~with ofASC ~~acquisition~~Topic 606, ~~less~~Revenue ~~depreciation.~~from ~~Depreciation~~Contracts iswith ~~computed~~Customers, ~~using~~which ~~the~~it ~~straight-line~~adopted ~~method~~on January ~~over~~1, ~~estimated~~2019. ~~useful~~The ~~asset~~Company ~~lives,~~recognizes ~~ranging~~revenue ~~from~~when 1it tosatisfies 14a ~~years.~~performance ~~The~~obligation ~~costs~~by transferring control of the ~~day-~~promised goods or services to~~-day~~ ~~servicing~~the ofcustomer ~~property~~in ~~and~~an ~~equipment~~amount ~~and~~that ~~repairs and~~reflects ~~maintenance~~the ~~are~~consideration ~~recognized~~it expects to receive in ~~the~~exchange ~~expenses~~for asthose ~~incurred~~goods or services. The Company generates all its revenue from contracts with customers.

~~Intangible~~Revenue primarily comes from selling broadcast equipment, software licenses, and ~~Assets~~related services, including installation, support, and extended warranties. Revenue from product and software sales is generally recognized at a point in time when control transfers to the customer, which typically occurs upon shipment or delivery.

~~Patents and~~Revenue ~~licenses:~~from ~~patents~~services, ~~and~~such as ~~licenses~~installation, ~~measured~~integration, ~~initially~~support, atand ~~purchase~~warranty ~~cost~~obligations, ~~are~~is ~~included~~recognized inas ~~intangible~~those ~~assets~~services onare ~~the Company’s~~rendered ~~consolidated~~or ~~balance~~upon ~~sheet~~completion, ~~and amortized~~ depending on athe ~~straight-line~~nature ~~basis over their estimated useful lives~~ of ~~18.5 to 20 years. Amortization totaled approximately $-0- and $0.5 million for~~ the ~~years ended December 31, 2023, and 2022, respectively~~engagement.

Other intangible assets: the Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in its acquisition of IMT, Vislink Technologies, Inc., Mobile Viewpoint Corporate B.V. (“MVP”), and the assets of BMS. An independent thirdF-party appraiser evaluated the acquired assets for these business transactions. In the absence of fair market values from potential buyers or comparable transactions, we concluded that the methodologies applied provided a reasonable estimate for the values assigned. The Company amortizes intangible asset costs over their useful lives of 3 to 15 years with its net book value reported on the balance sheet. Amortization totaled approximately $1.0 million each for the years ended December 31, 2023, and 2022, respectively.11

Warranty Reserve

The claims made during the year ended December 31, 2023, and 2022 were ordinary and customary. The warranty reserve is included in accrued expenses on the accompanying consolidated balance sheets and the cost of components in the accompanying consolidated statement of operations.

SCHEDULE OF PRODUCT WARRANTY LIABILITY

	Warranty Reserve
December 31, 2021	$	131,000
Warranty reserve expense		98,000
Warranty claims settled and true-up of accrual.		(117,000	)
December 31, 2022	$	112,000
Warranty reserve expense		432,000
Warranty claims settled, and true-up of accrual		(411,000	)
December 31, 2023	$	133,000

Shipping and Handling Costs

The Company invoices its shipping and handling charges to the customer, and we net these charges against the respective costs within general and administrative expenses. For the years ended December 31, 2023, and 2022, the shipping and handling costs incurred were $0.4 million and $0.7 million, respectively.

Treasury Stock

Treasury stock is recorded at cost upon the repurchasing of common shares, and the cost method is used upon the re-issuance of shares. Under U.S. GAAP, the excess of the acquisition cost over the re-issuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital if any. The Company charges the accumulated deficit for any excess.

F-13

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Revenue Recognition (continued)

The Company accounts for its operating results under ASC Topic 606, adopted on January 1, 2019. This comprehensive revenue recognition model requires recognition when the Company transfers control of the promised goods or services to the Company’s customers at an amount that reflects the consideration the Company expects to receive. The application of ASC Topic 606 requires the Company to use more judgment and make more estimates than under previously issued guidance.

The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services.

The Company determines revenue recognition through the following steps:

1. identification of the contract, or contracts, with a customer.

2. identification of the performance obligations in the contract.

3. determination of the transaction price.

4. allocation of the transaction price to the performance obligations in the contract; and

5. recognition of revenue when, or as, the Company satisfies a performance obligation.

At contract inception, the Company assesses the goods and services promised in the Company’s customer contracts and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the consideration we expect to receive in exchange for transferring goods and services. The value-added sales taxes and other charges the Company collects ~~concurrent~~concurrently with revenue-producing activities are excluded from income.

Remaining Performance Obligations:

~~Research~~Cash and ~~Development~~Cash ~~Expenses~~Equivalents

AsThe ~~the~~ Company ~~performs~~considers ~~research,~~all ~~design,~~highly ~~and~~liquid ~~development~~investments ~~activities,~~with wean ~~charge~~original ~~these~~maturity ~~costs~~of tothree ~~research~~months ~~and~~or ~~development~~less ~~expenses~~at in the ~~consolidated~~ ~~statements~~time of ~~operations~~purchase ~~and~~to ~~comprehensive~~be ~~loss~~cash equivalents. ~~These~~As ~~expenses consist primarily~~ of ~~salary~~December ~~and~~31, ~~benefit expenses~~2024, ~~including stock-based compensation~~ and ~~payroll~~2023, ~~taxes~~cash ~~for~~equivalents ~~employees’~~are ~~and~~unrestricted ~~contractors’~~funds ~~costs~~invested ~~engaged~~ in ~~research,~~a ~~design,~~money ~~development activities,~~market ~~prototypes,~~mutual ~~facilities, and travel costs~~fund.

~~F-14~~Concentrations

The Company does not possess any off-balance-sheet concentrations of credit risk. Credit risk, defined as the likelihood of a counterparty defaulting on contractual obligations, poses a potential financial loss for the Company. The primary sources of the Company’s credit risk are its cash, investments, and accounts receivable. To mitigate the risk of loss exposure, the Company follows a policy of holding its cash in high-credit quality financial institutions. Cash deposits, representing a concentration of credit risk, are the main economic instruments exposing the Company to such risks. The Company has allocated approximately $1.0 million towards investments in government bonds held to maturity to diversify our credit risk exposure further and enhance our risk mitigation strategies. These bonds, issued by the United States Federal Government, are evaluated for credit risk based on the issuing entity’s creditworthiness. This investment strategy is aligned with our overarching objective to minimize potential financial losses by spreading risk across various high-credit quality assets and instruments. The Federal Deposit Insurance Corporation (“FDIC”) insures up to $250,000 for accounts held within the United States. In the United Kingdom, the Company maintains cash balance accounts at financial institutions insured by the Financial Services Compensation Scheme, covering up to £85,000 (subject to currency translation rates to the United States dollar). Additionally, in the Netherlands, the Company’s cash balance accounts at financial institutions are insured by the “Dutch deposit guarantee scheme,” providing coverage up to €100,000 per person per bank.

As of December 31, 2024, and 2023, the Company held approximately $4.7 million and $7.7 million above insured limits, respectively, remaining unaffected by any losses in its bank accounts during this period.

During the year ending December 31, 2024, no customer sales represented more than 10% of the Company’s consolidated sales. During the year ending December 31, 2023, the Company did not report any sales to an individual customer that constituted more than 10% of its total sales.

As of December 31, 2024, one customer owed the Company approximately $1,180,000, representing more than 10% of its consolidated net receivables. As of December 31, 2023, one customer owed the Company approximately $1,111,000, representing 13% of its consolidated net receivables.

F-12

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Accounts Receivable and Allowance for Doubtful Accounts

On January 1, 2023, the Company adopted ASC 326, Financial Instruments—Credit Losses, which introduced the Current Expected Credit Losses (CECL) model. Under this standard, the Company measures credit losses based on expected losses rather than incurred losses, resulting in earlier recognition of allowances for doubtful accounts.

In applying ASC 326, the Company evaluates specific factors, including receivable aging, historical write-offs, current economic conditions, and forward-looking information, such as economic forecasts or indices. These criteria are used to determine the appropriate allowance for credit losses. Receivables are written off when deemed uncollectible in accordance with applicable laws.

Inventories

Property and Equipment

Property and equipment are presented at cost at the date of acquisition, less depreciation. Depreciation is computed using the straight-line method over estimated useful asset lives, ranging from 3 to 14 years. The costs of the day-to-day servicing of property and equipment and repairs and maintenance are recognized in the expenses as incurred.

Intangible Assets

Patents and licenses: Patents and licenses, measured initially at purchase cost, are included in intangible assets on the Company’s consolidated balance sheet and amortized on a straight-line basis over their estimated useful lives of 18.5 to 20 years. Amortization totaled $-0- each for the years ended December 31, 2024, and 2023, respectively.

Other intangible assets: the Company’s remaining intangible assets include the trade names, technology, and customer lists acquired in its acquisition of IMT, Vislink Technologies, Inc., Mobile Viewpoint Corporate B.V. (“MVP”), and the assets of BMS. An independent third-party appraiser evaluated the acquired assets for these business transactions. We concluded that the methodologies applied provided a reasonable estimate for the values assigned without fair market values from potential buyers or comparable transactions. The Company amortizes intangible asset costs over their useful lives of 3 to 15 years, with its net book value reported on the balance sheet. Amortization totaled approximately $1.0 million each for the years ended December 31, 2024, and 2023, respectively.

Leases

The Company determines if an arrangement is a lease at inception. The Company recognizes lease expense for lease payments on a straight-line basis over the lease term. The Company includes operating leases as ROU assets, such as “Right of use assets, operating leases,” in the consolidated balance sheets. For lease liabilities, operating lease liabilities are included in “Operating lease obligations, current” and “Operating lease liabilities, net of current portion” in the consolidated balance sheets. The Company recognizes operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments for all leases with a term longer than 12 months. NoThe ~~lease and non-lease components are separated for all of the~~ Company’s real estate contracts separate no-lease and non-lease components.

There were no capital leases, now titled “finance leases” under ASC 842, in the Company’s lease portfolio as of December 31, ~~2023~~2024. The ROU assets and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”), defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a comparable economic environment. As most of the Company’s leases do not provide an implicit rate, the Company determines our incremental borrowing rates based on an analysis of prior collateralized borrowings over similar terms of the lease payments at the commencement date to estimate the IBR under ASC 842.

F-13

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Warranty Reserve

Although the Company tests its products under its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Should actual product failure rates or service costs differ from the Company’s estimates, required revisions to the estimated warranty liability will occur where applicable, based on limited historical data. The claims made during the year ended December 31, 2024, and 2023 were ordinary and customary. The warranty reserve is included in accrued expenses on the accompanying consolidated balance sheets and the cost of components in the accompanying consolidated statement of operations.

SCHEDULE OF PRODUCT WARRANTY LIABILITY

		Warranty Reserve
December 31, 2022	$	112,000
Warranty reserve expense		432,000
Warranty claims settled and true-up of accrual.		(411,000	)
December 31, 2023	$	133,000
Warranty reserve expense		420,000
Warranty claims settled, and true-up of accrual		(286,000	)
December 31, 2024	$	267,000

Research and Development Expenses

As the Company performs research, design, and development activities, we charge these costs to research and development expenses in the consolidated statements of operations and comprehensive loss. These expenses consist primarily of salary and benefit expenses, including stock-based compensation and payroll taxes for employees’ and contractors’ costs engaged in research, design, development activities, prototypes, facilities, and travel costs.

Advertising Costs

Advertising costs are charged to operations as incurred. For the years ended December 31, 2024, and 2023, respectively, advertising costs amounted to approximately $0.8 million and $0.7 million. The Company includes advertising costs in general and administrative expenses in the accompanying consolidated statement of operations.

Shipping and Handling Costs

The Company invoices its shipping and handling charges to the customer, and we net these charges against the respective costs within the general and administrative expenses. For the years ended December 31, 2024, and 2023, the shipping and handling costs incurred were $0.7 million and $0.4 million, respectively.

Sales Tax and Value-Added Taxes

The Company accounts for sales taxes and value-added taxes imposed on its goods and services on a net basis.

Stock-Based Compensation

~~Stock~~F-~~Option Awards — Time-Based and Performance-Based~~14

F-15

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Stock-~~Based~~Option ~~Compensation~~Awards ~~(continued)~~— Time-Based and Performance-Based

Under ASC Topic 718, the compensation cost is measured based on an award’s fair value at the grant’s date for the time vested option award using the Black Scholes-Merton formula as a valuation technique. The Company used the U.S. Treasury note’s rate over the expected option term for the risk-free rate. Employees’ expected term represents the period that options granted are expected to be outstanding using the simplified method. The Company’s historical share option exercise experience does not provide a reasonable basis for estimating the expected term. For non-employee options, the expected term is the entire option term. Expected volatility is based on the average weekly share price changes over the shorter expected term or the period from the Nasdaq Capital Markets Exchange placement to the grant’s date. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield on U.S. Treasury zero-coupon issues over the options’ equivalent lives.

Restricted Stock Unit Awards (“RSUs”) — Time-Based

Restricted Stock Unit Awards (“RSUs”) — Performance-Based

Impairment, Abandonment and ~~Abandonment~~Asset Sales

~~Right~~The Company evaluates its long-lived assets, including property, plant, equipment, and right-of-use (“ROU”) assets, for impairment ~~operating~~whenever ~~lease~~events ~~abandonment:~~or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment. Impairment is recognized if the asset’s carrying amount exceeds its estimated fair value, which is determined as the greater of its value-in-use or net realizable value.

~~Approximately~~Abandoned ~~2,700~~assets ~~square~~are ~~feet~~considered ofimpaired ~~manufacturing~~and ~~space~~written atdown ~~the~~to ~~Colchester,~~their UKestimated ~~facility~~fair ~~were~~value, ~~abandoned~~which asmay ~~part~~be ofzero ~~the~~if ~~Company’s~~no ~~strategic~~future ~~decision to~~economic ~~relocate~~benefit ~~its~~is UKexpected. Gains ~~manufacturing~~or ~~division~~losses toon ~~the~~asset ~~United~~sales ~~States~~are ~~commencing~~recognized inupon ~~September~~derecognition ~~2023.~~of ~~Impracticable conditions made subletting~~ the ~~unused space unachievable~~asset, ~~and~~calculated as the ~~Company~~difference ~~considered~~between itnet ~~abandoned.~~book ~~According~~value toand proceeds ~~ASC 360~~received, ~~leased~~and ~~space~~recorded ~~abandonment~~as isother anincome ~~impairment indicator,~~(loss) ~~and~~in the ~~Company~~consolidated ~~assessed~~statements ~~whether the lease ROU assets were impaired. It was determined that approximately $0.1 million~~ of ~~the~~ ~~Company’s right-of-use operating assets were impaired~~operations.

~~Management~~Certain ~~decided to vacate the Billerica~~assets, MAincluding ~~facility~~those asassociated ~~part~~with of the ~~Company’s~~Poway ~~cost~~operation, ~~savings~~have ~~strategy~~been ~~implemented~~impaired inor ~~the~~abandoned ~~third~~as ~~quarter~~part of the ~~fiscal~~restructuring ~~year 2022~~initiative. These ~~The~~impairments ~~location’s~~will ~~economic~~continue ~~environment precluded subletting, and management determined the (leased facility)~~ to be ~~abandoned~~evaluated as ~~of September 30, 2022. Under ASC 360, leased space abandonment is an impairment indicator, and~~ the ~~Company~~restructuring ~~assessed the lease right-of-use (“ROU”) assets for impairment~~progresses.

For the years ending December 31, 2023, and 2022, the Company recognized a loss on impairment of ROU assets of approximately $0.1 million each, respectively.

Income Taxes

Under ASC 740, as part of our consolidated financial statements, we must estimate our income tax provision (benefit) in each jurisdiction we operate. The Company uses the asset and liability method of accounting for income taxes. The recognition of deferred income tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases fall under this method. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years these temporary differences are expected to be recovered or settled. The recognition of the effect on deferred tax assets and liabilities of a change in tax rates in income is in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which management cannot conclude that it is more likely than not that such deferred tax assets will be realized. The Company will file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, it is more likely than not sustainable upon audit based upon the position’s technical merits. It involves identifying potential uncertain tax positions, evaluating applicable tax laws, and assessing whether the liability for uncertain tax positions is necessary. The Company’s policy is to classify assessments, if any, for tax-related interest expenses and penalties as general and administrative expenses.

F-1615

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Advertising Costs

Advertising costs are charged to operations as incurred. For the years ended December 31, 2023, and 2022, respectively, advertising costs amounted to approximately $0.7 million and $1.0 million. The Company includes advertising costs in general and administrative expenses in the accompanying consolidated statement of operations.

Sales Tax and Value-Added Taxes

The Company accounts for sales taxes and value-added taxes imposed on its goods and services on a net basis.

Loss Per Share

The Company reports loss per share under ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. The basic loss per share calculation divides the net loss allocable to common stockholders by the weighted average shares of common stock outstanding during the period without considering common stock equivalents. The diluted loss per share calculation is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, excellent for the period determined using the treasury stock method. Common stock equivalents are excluded from the diluted net loss per share calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss.

Foreign Currency and Other Comprehensive (Gains) Losses

The Company records gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions that are considered long-term investments that are accumulated and credited or charged to other comprehensive income. The Company has two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates at the balance sheet date and for income statement accounts using an average exchange rate for the years ending December 31, 2023, and 2022, respectively. The Company has included gains or losses from such translation as a separate component of accumulated other comprehensive (loss) income.

Transaction gains and losses are recognized in the Company’s operations’ results based on the difference between the foreign exchange rates on the transaction date and the reporting date. The foreign currency exchange gains and losses are a component of general and administrative expenses in the accompanying consolidated statements of operations.

Fair Value of Financial Instruments and Fair Value Measurements

The authoritative guidance for fair value measurements under topic ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not assumptions specific to the entity. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques reflect assumptions other market participants would use based on the market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

● Level 1 is observable inputs, such as quoted prices in active markets, ● Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, and ● Level 3 is defined as unobservable inputs inwith ~~which~~ little or no market data ~~exists~~, requiring an entity to develop its assumptions.

FOur financial instruments include cash equivalents, investments, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, and short-17term debt. Fair value estimates of these instruments are made at a specific point in time based on relevant market information. These estimates may be subjective and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, and accrued expenses are generally considered representative of their respective fair values because of the short-term nature of those instruments.

Foreign Currency and Other Comprehensive (Gains) Losses

The Company records gains or losses resulting from foreign currency transactions in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions that are considered long-term investments that are accumulated and credited or charged to other comprehensive income. The Company has two foreign subsidiaries, one in the United Kingdom and the other in the Netherlands, and their functional currencies are British Pounds and Euros, respectively. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates at the balance sheet date and for income statement accounts using an average exchange rate for the years ending December 31, 2024, and 2023, respectively. The Company has included gains or losses from such translation as a separate component of accumulated other comprehensive (loss) income.

Loss Per Share

Treasury Stock

Treasury stock is recorded at cost upon the repurchasing of common stock, and the cost method is used upon the re-issuance of shares. Under U.S. GAAP, the excess of the acquisition cost over the re-issuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. The Company charges the accumulated deficit for any excess.

F-16

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

~~Fair~~Investment ~~Value~~in ofDebt ~~Financial Instruments and Fair Value Measurements (continued)~~Securities

~~Our~~Vislink ~~financial instruments include cash equivalents~~Technologies, ~~investments,~~Inc. ~~accounts~~invests ~~receivable,~~in ~~prepaid~~government ~~expenses~~bonds ~~and~~with ~~other~~the ~~assets,~~intent ~~accounts payable, accrued expenses,~~ and ~~short-term~~ability ~~debt.~~to ~~Fair~~hold ~~value estimates of~~ these ~~instruments~~investments ~~are~~until ~~made at a specific point in time based on relevant market information~~maturity. ~~These~~In ~~estimates~~alignment ~~may be subjective in nature and involve uncertainties and matters of significant~~with ~~judgment~~ASC ~~and,~~Topic ~~therefore~~320, ~~cannot~~Investments—Debt ~~be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses~~ and ~~other~~Equity ~~assets~~Securities, ~~accounts~~such ~~payable,~~investments ~~and accrued expenses~~ are ~~generally~~classified ~~considered~~as ~~representative~~“Held-to-Maturity” ~~of their respective fair~~(HTM) ~~values~~securities ~~because~~and ofare ~~the~~measured ~~short-term~~at ~~nature~~amortized ~~of those instruments~~cost.

~~Redeemable Preferred~~● ~~Stock~~Classification: The Company classifies its investments in government bonds as “Held-to-Maturity” (HTM) securities based on management’s intent and ability to hold the securities to maturity. These HTM securities are recognized in the Company’s financial statements at their amortized cost, adjusted for the amortization of premiums and accretion of discounts to maturity. ● Measurement: HTM securities, including transaction costs, are initially recognized at their acquisition cost. Subsequently, they are measured at amortized cost using the effective interest method. This method considers the amortization of any discount or premium on the acquisition cost until maturity. ● Interest Income: Interest income is accrued using the security’s effective yield, reflecting the time value of money. ● Amortization of Discount and Premium: The amortization of the discount (or accretion of the premium) is included as part of the interest income recognized in the income statement, reflecting the adjustment to the investment’s yield. ● Impairment: The Company periodically assesses HTM investments for impairment if objective evidence indicates an impairment has been incurred. It recognizes any loss when the present value of estimated future cash flows, discounted at the original effective interest rate, is less than the carrying amount. ● Derecognition: A Held-to-Maturity investment is removed from the balance sheet when the right to receive cash flows has expired or the Company has substantially transferred all ownership risks and rewards.

In November 2022, the Company’s board of directors approved the designation of a Series A Preferred Stock created for the sole purpose of the January 11, 2023, Special Meeting of stockholders relating to the consideration of a “Reverse Stock Split Proposal.” The Series A Preferred Stock had a par value of $0.00001 per share. The Preferred Stock was redeemable upon the holder not participating at any meeting of stockholders held to vote on the Reverse Stock Split immediately before the opening of the polls at such meeting (the “Initial Redemption Time”) shall automatically be redeemed by the Corporation at the Initial Redemption Time without further action on the part of the Corporation or the holder thereof (the “Initial Redemption”). Any outstanding shares of Series A Preferred Stock that were not redeemed under an Initial Redemption were redeemed in whole on March 24, 2023, but not in part (i) if such redemption was ordered by the Board of Directors in its sole discretion, automatically and effective on such time and date specified by the Board of Directors in its sole discretion or (ii) automatically upon the approval by the Corporation’s stockholders of the Reverse Stock Split at the Special Meeting held for voting on the Reverse Stock Split proposal.

Under the guidance of ASC Topic 480, all Series A Preferred Stock shares have been presented outside of permanent equity in the mezzanine equity section on the consolidated balance sheets.

Recently Issued Accounting Pronouncements

Adopted:

OnIn ~~January~~accordance 1,with ~~2023,~~ the ~~Company adopted ASU 2016-13, “~~Financial ~~Instruments~~Accounting –Standards ~~Credit~~Board’s ~~Losses~~ (~~Topic 326~~FASB): ~~Measurement~~mandate, ofVislink ~~Credit Losses on Financial Instruments~~Technologies,” ~~which~~Inc. ~~requires~~adopted aAccounting ~~methodology that reflects expected credit losses and requires consideration~~Standards ofUpdate a(ASU) ~~broader~~2023-07, ~~range~~Segment ofReporting ~~reasonable~~(Topic ~~and~~280), ~~supportable~~effective ~~information~~January ~~to inform credit loss estimates~~1, ~~including accounts receivable~~2024. ~~The~~Initially ~~standard replaces~~issued ~~the~~by ~~existing~~FASB ~~incurred~~in ~~credit~~February ~~loss~~2023, ~~model~~this ~~with~~update revises the ~~Current~~reporting ~~Expected~~requirements ~~Credit~~for ~~Losses~~operating ~~(“CECL”)~~segments ~~model.~~of Itpublic isentities ~~required~~ to ~~measure~~ ~~credit~~enhance ~~losses based on~~ the ~~Company’s~~transparency ~~estimate~~and utility of ~~expected~~segment ~~losses rather than incurred losses, which generally results in~~reporting. ~~earlier~~We ~~recognition~~have ofconcluded ~~allowances~~that ~~for~~we ~~credit~~operate ~~losses.~~as ~~Under~~a ~~ASC~~single ~~326,~~reporting ~~the Company evaluates specific criteria~~segment, ~~including aging~~ and ~~historical write-offs,~~due ~~the~~to ~~current~~this ~~economic condition of customers~~structure, ~~and~~we ~~future~~believe ~~economic~~we ~~conditions~~are ofonly ~~countries~~required ~~utilizing a consumption index~~ to report ~~determine~~in ~~the~~a ~~appropriate~~single ~~allowance~~segment ~~for~~by ~~credit~~ASU ~~losses~~2023-07. ~~The~~Accordingly, ~~Company~~we ~~completed~~believe ~~its~~the ~~assessment~~adoption of ~~the~~ASU ~~new~~2023-07 ~~standard~~has ~~and did~~ not ~~adjust~~significantly ~~the opening~~impacted ~~balance~~our ~~of retained earnings relating to its trade receivables. The Company writes off receivables once it is determined that~~financial ~~they are no longer collectible, as local laws allow~~statements.

F-18

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

Recently Issued Accounting Pronouncements (continued)

Not yet adopted:

In ~~February~~December 2023, the ~~Financial Accounting Standards Board (~~FASB) issued ~~Accounting Standards Update (~~ASU) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~ 740).: ~~This~~Improvements ~~update~~to ~~revises~~Income ~~the~~Tax ~~reporting requirements for operating segments of public entities~~Disclosures, ~~aiming~~which torequires ~~enhance the transparency and~~disaggregated ~~usefulness~~information ofabout ~~segment~~a reporting. Asentity’s ~~of the date of these financial statements, the Company has not formally adopted ASU 2023-07, which becomes~~ effective ~~for~~tax ~~public~~rate ~~entities~~reconciliation ~~for~~and ~~reporting~~income ~~periods~~taxes ~~beginning after December 15, 2023~~paid. ~~However,~~The itstandard is ~~essential to note that~~intended ~~our Company operates as a single reporting segment. Due~~ to ~~this~~provide ~~structure,~~more ~~the~~transparency ~~Company~~into ~~inherently met~~ the ~~updated~~income ~~disclosure~~tax ~~requirements of~~information ~~ASU~~reported ~~2023-07~~in ~~without~~financial ~~needing additional segment-specific information~~statements. ~~Our~~The ~~current~~ASU ~~operating~~is ~~segment~~effective ~~structure~~for ~~aligns~~annual ~~with the objectives~~periods ofbeginning ~~the~~after ~~new~~December ~~standard~~15, ~~emphasizing~~2024, ~~explicit~~ and ~~meaningful~~may ~~segment reporting. We have assessed that there will~~ be noadopted ~~significant impact~~ on ~~our~~a ~~financial~~prospective ~~statements~~or ~~upon~~retrospective ~~adopting ASU 2023-07~~basis. WeThe ~~will continue to monitor any further guidance FASB provides and ensure compliance with the reporting standards. As the~~ Company ~~formally~~is ~~adopted~~currently ~~ASU~~evaluating ~~2023-07,~~ the ~~Company remained committed to transparency and clarity~~ inimpact ~~our~~of ~~financial~~this ~~reporting.~~ASU ~~Our~~on ~~subsequent~~its ~~financial~~income ~~statements~~tax ~~will provide further updates regarding compliance with this and other accounting standards~~disclosures.

InOn ~~December~~November ~~2023~~4, 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2023~~No. 2024-0903, ~~enhancing~~Income ~~transparency~~Statement-Reporting inComprehensive ~~income~~Income-Expense ~~tax~~Disaggregation ~~disclosures.~~Disclosures ~~This~~(Subtopic ~~ASU~~220-40): ~~applies~~Disaggregation toof ~~entities~~Income ~~under~~Statement ~~Topic~~Expenses. ~~740,~~This ~~requiring~~amendment requires ~~detailed~~enhanced ~~rate reconciliation and~~ disclosures ofon ~~taxes paid.~~expense Itdisaggregation ~~mandates~~within ~~public~~the ~~business~~income ~~entities to disclose rate reconciliation categories annually and specifies a quantitative threshold for reconciling items~~statement. ~~Other entities must provide qualitative disclosures.~~ The ~~update~~amendments isare effective for ~~public business entities for~~ annual reporting periods beginning after December 15, ~~2024~~2026, and ~~other~~interim ~~entities~~reporting periods beginning after December 15, ~~2025,~~2027. ~~with~~Early ~~early~~ adoption is permitted. The Company is ~~evaluating~~has not yet assessed the impact of this ASU ~~2023-09~~ on its financial statements ~~and will provide updates, if necessary, alongside other accounting standards in future financial statements~~.

Recent Accounting Pronouncements

~~Other~~Management has evaluated the recent accounting standards issued by the FASB, including ~~its~~Accounting ~~Emerging~~Standards ~~Issues~~Update ~~Task~~(ASU) ~~Force~~2024-01, ~~the~~Compensation-Stock Compensation ~~American~~(Topic ~~Institute~~718): Scope Application of ~~Certified~~Profits ~~Public Accountants,~~Interest and ~~the~~Similar ~~SEC~~Awards, ~~did~~and ~~not~~has ordetermined ~~are~~that ~~not~~these ~~believed~~standards bydo ~~management~~not to have a material impact on the Company’s present or future consolidated financial statements.

F-17

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — LOSS PER SHARE

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

	2023		2022
	2024		2023
	For the years ended
	December 31,
	2023		2022
	2024		2023
Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share:
Stock options		5172		4151
Warrants		~~456~~379		~~459~~456
Total		~~507~~451		~~500~~507

F-19

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — FOREIGN CURRENCY AND OTHER COMPREHENSIVE (GAINS) LOSSES

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

	2023			2022
	2024			2023
	For the years ended
	December 31,
	2023			2022
	2024			2023
Net foreign exchange transactions:
(Gains) Losses	$	49129,000		$	2449,000
Accumulated comprehensive income:
Unrealized (gains) losses on currency translation adjustment	$	~~(310~~425,000	)	$	1(310,~~040,~~000	)

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

● As of December 31, ~~2023~~2024 – £1.~~273840~~253490 to $1.00; €1.~~105890~~038640 to $1.00 ● The average exchange rate for the year ended December 31, ~~2023~~2024 – £1.~~243463~~277953 to $1.00; €1.~~081317~~082039 to $1.00 ● As of December 31, ~~2022~~2023 – £ 1.~~208970~~273840 to $1.00; € 1.~~069850~~105890 to $1.00 ● The average exchange rate for the year ended December 31, ~~2022~~2023 – £ 1.~~236579~~243463 to $1.00; € 1.~~052082~~081317 to $1.00

NOTE 6 — CASH AND CASH EQUIVALENTS

SCHEDULE OF CASH AND CASH EQUIVALENTS

	2023		2022
		2024		2023
	For the years ended
	December 31,
	2023		2022
		2024		2023
Cash on hand	$	13,~~776~~256,000	$	251,~~627~~776,000
Federally insured money market mutual funds		62,~~706~~245,000		—6,706,000
Total cash and cash equivalents	$	85,~~482~~501,000	$	258,~~627~~482,000

~~NOTE 7 — INVESTMENTS~~F-18

The Company used cash to purchase the following debt instruments:

● On January 23, 2023, the Company purchased a bond for $4,812,500, “HSBC USA INC CP,” with a face value of $5,065,789, a par value of $5,000,000, maturing October 24, 2023, a 5.1948% interest rate, at a discount of $253,289. The bond was redeemed on maturity at a loss of approximately $82,000. ● On February 1, 2023, the Company purchased a bond for $5,025,479, “Federal Home Loan Banks,” with a face value of $4,999,750 and accrued interest of $25,729, a par value of $5,000,000, maturing December 22, 2023, at an interest rate of 4.750%. The bond was redeemed at face value on the date of maturity. ● On February 28, 2023, the Company purchased a bond for $950,000, “Federal National Mortgage Association,” with a face and par value of $950,000, maturing February 28, 2024, at an interest rate of 5.07%. The value on December 31, 2023, was $949,000. ● On October 11, 2023, the Company purchased a bond for $4,711,000, “HSBC USA INC CP,” with a face value of $5,000,000, maturing October 11, 2024, at a 6.262291% interest rate. The value on December 31, 2023, was $4,714,000.

F-20

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — INVESTMENTS ~~(continued)~~

The Company’s ~~identified these transactions as~~ investments in debt securities. Itare ~~applies~~classified ~~the~~as ~~guidance~~held-to-maturity under ~~ASC~~the ~~Topic~~Company’s ~~320,~~intent ~~“Investments in~~and ~~debt~~ability ~~securities,”~~to ~~and~~hold these ~~for~~investments ~~interest~~to ~~income~~maturity, ~~guidance~~as defined under ASC Topic ~~310-20~~320, “~~Receivables.”~~Investments As– ofDebt ~~December~~Securities.” ~~31,~~Comparative ~~the~~information ~~abovementioned~~for ~~investments~~the ~~have~~years aended ~~stated~~December ~~maturity~~31, of2024, ~~one~~and ~~year~~December or31, ~~less.~~2023, ~~Management~~is ~~intends~~provided ~~to treat these investments as held to maturity~~below.

~~The~~2024 ~~Company’s investments held to maturity are as follows as of December 31, 2023~~Activity:

	●	On February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of $950,000, maturing February 28, 2024, at an interest rate of 5.07%, totaling $950,000. The bond was redeemed on February 29, 2024, at face value.

	●	On October 11, 2023, the Company acquired a $5,000,000 face value bond issued by HSBC USA INC CP, with a maturity date of October 11, 2024, and an interest rate of 6.262291%, for approximately $4,711,000. The bond was redeemed at maturity for $5,000,000, resulting in a redemption loss of approximately $24,000, reflecting the amortization of the purchase discount and accrued interest adjustments through the redemption date.

	●	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 a cash outlay of approximately $949,400. As of December 31, 2024, the fair value of this bond was $995,000.

2023 Activity:

	●	On January 23, 2023, the Company purchased a bond, “HSBC USA INC CP,” with a face value of $5,065,789, a par value of $5,000,000, maturing October 24, 2023, at a 5.1948% interest rate. The bond was redeemed at a loss of approximately $82,000.

	●	On February 1, 2023, the Company purchased a bond, “Federal Home Loan Banks,” with a face value of $4,999,750, maturing December 22, 2023, at an interest rate of 4.750%. The bond was redeemed at face value upon maturity.

	●	On February 28, 2023, the Company purchased a bond, “Federal National Mortgage Association,” with a face and par value of $950,000, maturing February 28, 2024, at an interest rate of 5.07%. The value on December 31, 2023, was $949,000.

	●	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 a cash payment of approximately $4,711,000. The value on December 31, 2023, was $4,714,000.

Held-to-Maturity Investments—Federal Bonds:

	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
		2024		2023
Federal Bonds	$	5,663,000	$	68,000	$	—	$	5,731,000
	December 31,
		2024		2023
Amortized Cost	$	952,000	$	5,663,000
Unrealized Gains		43,000		68,000
Unrealized Losses		-0-		-0-
Fair Value	$	995,000	$	5,731,000

F-19

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — FAIR VALUE OF ASSETS AND LIABILITIES

As defined under ASC 820, “Fair Value Measurement and Disclosures,” the following table presents the Company’s assets and liabilities that are measured at fair value onas aof ~~recurring basis on~~ December 31, ~~2023~~2024, and ~~2022,~~2023. ~~consistent~~The ~~with~~table ~~the~~includes ~~fair~~recurring ~~value~~and ~~hierarchy~~non-recurring fair ~~provisions.~~value ~~The~~measurements, ~~asset~~consistent ~~impairment~~with isthe afair ~~non-recurring~~value ~~level~~hierarchy ~~3 measurement~~provisions.

	Quoted Prices in Active Markets of Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2024:
Assets
Federal Bonds Held to Maturity	$	—	$	995,000	$	—	$	995,000
Non-recurring:
Right of use assets, operating leases						297,000		297,000
Intangible assets						2,578,000		2,578,000
	$	—	$	995,000	$	2,875,000	$	3,870,000
Liabilities	$	—	$	—	$	—	$	—
December 31, 2023:
Assets
Federal Bonds Held to Maturity	$	—	$	5,731,000	$	—	$	5,731,000
Right of use asset impairment		—		—		83,000		83,000
Non-recurring:
	$	—	$	5,731,000	$	83,000	$	5,814,000
Right of use assets, operating leases		—		—		742,000		742,000
	$	—	$	5,731,000	$	742,000	$	6,473,000
Liabilities	$	—	$	—	$	—	$	—
Assets
December 31, 2022:
Federal Bonds Held to Maturity	$	—	$	—	$	—	$	—
Right of use asset impairment		—		—		88,000		88,000
	$	—	$	—	$	88,000	$	88,000
Liabilities	$	—	$	—	$	—	$	—

NOTE 9 — ASSET ACQUISITION

On September 14, 2023, Vislink Poway, LLC (“Poway”), a wholly-owned subsidiary of the Company formed on September 13, 2023, entered into an asset purchase agreement with BMS, acquiring working in process inventory consisting of microwave technology systems involving long-range data transmission and assuming certain liabilities in exchange for $200,000 in cash consideration paid at together with a commitment to acquire additional inventory for $230,000 on October 2, 2023, with title to the inventory passing to Poway on October 2, 2023.The transaction was accounted for as an acquisition of assets under U.S. GAAP. Accordingly, the acquisition cost was allocated on a relative fair value basis, and transaction costs were capitalized as a component of the cost of the assets acquired.

F-21

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — ASSET ACQUISITION (continued)

The Company recorded the purchase of this agreement under purchase price accounting, recording the fair value of the assets acquired and the liabilities assumed based upon the purchase price, as summarized in the table below:


Assets acquired:
Work-in-process inventory	$	66,042
Intangible assets - customer relationships		495,372
total assets		561,414

Liabilities assumed:
Deferred revenue		292,014
total liabilities		292,014

Total cash used for asset acquisition	$	269,400

Cash used in acquisition:
Acquisition price	$	200,000
Transaction costs		69,400
Total cash used for asset acquisition	$	269,400

F-20

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 — ASSET ACQUISITION (continued)

Restructuring and Impairment

In connection with the Company’s restructuring initiative announced in November 2024, operations at the Poway, California facility are being discontinued. The remaining activities will be transitioned to the Company’s Mount Olive, New Jersey facility. As part of this initiative, the Company conducted an impairment assessment of the intangible assets acquired as part of the Poway transaction. Based on this assessment, an impairment charge of $330,000 was recorded in the fourth quarter of 2024.

NOTE 10 — ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	2023			2022
	2024			2023
	For the years ended
	December 31,
	2023			2022
	2024			2023
Accounts receivable	$	96,~~389~~582,000		$	69,~~680~~389,000
Allowance for doubtful accounts		(709,000	)		(673,000	)
Allowance for credit losses		(624,000	)		(709,000	)
Net accounts receivable	$	85,~~680~~958,000		$	68,~~007~~680,000

During the years ended December 31, ~~2023~~2024, and ~~2022~~2023, the Company incurred bad debt expenses of $25610,000 and $2125,000, respectively. Additionally, for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, we experienced bad debt recoveries of $~~10,000~~-0- and $~~517~~10,000, respectively.

NOTE 11 — INVENTORIES

Inventories included in the accompanying consolidated balance sheet are stated at the lower of cost or market as summarized below:

SCHEDULE OF INVENTORIES

	2023			2022
	2024			2023
	For the years ended
	December 31,
	2023			2022
	2024			2023
Raw materials	$	1210,~~890~~660,000		$	12,~~038~~890,000
Work-in-process		1651,~~458,~~000			1,~~474~~458,000
Finished goods		5,~~599~~967,000			45,~~460~~599,000
Sub-total inventories		1917,~~947~~278,000			1719,~~972~~947,000
Less reserve for slow-moving and excess inventory		(59,~~918~~715,000	)		(5,~~951~~918,000	)
Total inventories, net	$	147,~~029~~563,000		$	1214,~~021~~029,000

Inventory valuation adjustments consist primarily of ~~written~~write-~~off~~offs ~~items~~ due to obsolescence or ~~reserved~~reserves for slow-moving or excess inventory. The ~~Company~~ Company recorded inventory valuation adjustments of $~~487~~819,000 and $1487,~~143,~~000 as of December 31, ~~2023~~2024, and ~~2022~~2023. As part of its ongoing restructuring initiative, ~~respectively.~~including ~~Additionally~~the closure of its Poway, ~~under~~ CA manufacturing operations and the ~~Company’s~~transfer ~~product~~of ~~rationalization~~UK ~~program~~production to Mount Olive, NJ—management conducted a comprehensive product rationalization review. This eliminated specific product lines, ~~impairing~~leading ~~$-0-~~to ~~and~~an inventory impairment of $16,~~787~~009,000 of ~~inventory~~in as2024 ofwith ~~December~~$-0- ~~31,~~in 2023~~, and 2022, respectively~~.

F-22

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 — PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	(Years)	~~2023~~2024			~~2022~~2023
		For the years ended
Property and equipment consist of the following:		For the years ended
	Useful Life	December 31,
	(Years)	~~2023~~2024			~~2022~~2023
Cost:
Furniture and fixtures	13 – 10	$	~~347~~174,000		$	~~308~~347,000
Leasehold improvements (a)	13 –- 14		~~443~~470,000			443,000
Computers, software, and equipment	13 –- 11		34,~~677~~130,000			3,~~016~~677,000
Property and equipment, cost			4,~~467~~774,000			34,~~767~~467,000
Accumulated depreciation			(2,~~565~~790,000	)		(2,~~333~~565,000	)
Property and equipment, net		$	1,~~902~~984,000		$	1,~~434~~902,000

~~Property~~Depreciation of property and equipment ~~depreciation~~ amounted to $~~232~~352,000 and $~~201~~232,000 for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. Additionally, the Company removed approximately $~~228~~128,000 ofand ~~fully~~$-0- ~~depreciated~~of ~~leasehold~~property ~~improvement~~and ~~from~~equipment ~~its~~for ~~records~~the ~~during~~years ended December 31, ~~2022~~2024, and ~~none for the year ending December 31~~2023, ~~2023~~respectively.

(a)	The shorter economic life or remaining lease term.

~~NOTE 13 — INTANGIBLE ASSETS~~F-21

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 year ended December 31, 2023.

The following table illustrates finite intangible assets as of December 31, 2023, and 2022:

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
December 31, 2023:
Balance, January 1, 2023	$	2,132,000	$	(815,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,189,000	)	$	5,095,000	$	(3,074,000	)	$	4,400,000
Additions		—		—			—		—			—		—			496,000		—			496,000
Amortization		—		(593,000	)		—		—			—		(138,000	)		—		(299,000	)		(1,030,000	)
Balance, December 31, 2023	$	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
December 31, 2022:
Balance, January 1, 2022		2,132,000		(223,000	)		12,378,000		(11,843,000	)		2,251,000		(1,052,000	)		5,095,000		(2,817,000	)		5,921,000
Amortization		—		(592,000	)		—		(535,000	)		—		(137,000	)		—		(257,000	)		(1,521,000	)
Balance, December 31, 2022	$	2,132,000	$	(815,000	)	$	12,378,000	$	(12,378,000	)	$	2,251,000	$	(1,189,000	)	$	5,095,000	$	(3,074,000	)	$	4,400,000

F-23

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 — INTANGIBLE ASSETS ~~(continued)~~

The Company continuously evaluates operating results, events, and circumstances to determine whether indicators of impairment for intangible assets are present under ASC 360-10-35, Impairment or Disposal of Long-Lived Assets. As part of the restructuring initiative to phase out operations in Poway, California, the Company identified impairment indicators related to certain intangible assets associated with these operations. Consequently, an impairment charge of $330,000 was recognized for the year ended December 31, 2024.

The following table illustrates finite intangible assets as of December 31, 2024, and 2023:

SCHEDULE OF INTANGIBLE ASSETS

Proprietary Technology

Patents and Licenses

Trade Names & Technology

Customer Relationships

Accumulated

Filing Compare · Vislink Technologies, Inc.