UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Vislink Technologies, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
92836Y300
(CUSIP Number)
Carleton M. Miller
350 Clark Drive, Suite 125
Mt. Olive, NJ 07828
(941) 953-9035
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 22, 2022
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) | Name of Reporting Persons:
Carleton M. Miller |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
|
| (3) | SEC Use Only:
|
| (4) | Source of Funds (See Instructions):
PF |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ |
| (6) | Citizenship or Place of Organization:
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power
2,627,195 (1) |
| (8) | Shared Voting Power
0 | |
| (9) | Sole Dispositive Power
2,627,195 (1) | |
| (10) | Shared Dispositive Power
0 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,627,195 (1) |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ |
| (13) | Percent of Class Represented by Amount in Row (11):
5.51% (2) |
| (14) | Type of Reporting Person (See Instructions):
IN |
| (1) | Consists of (i) 1,958,983 shares of Common Stock held directly by the Reporting Person, (ii) 391,301 shares issuable upon settlement of restricted stock units (“RSUs”) which may vest within 60 days of December 22, 2022 and (iii) 276,911 shares issuable to the Reporting Person upon exercise of stock options which are exercisable or vest within 60 days of December 22, 2022. |
| (2) | Percentage ownership is calculated based on (i) 47,419,317 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, plus (ii) 391,301 shares issuable to the Reporting Person upon settlement of RSUs which may vest within 60 days of December 22, 2022 and (ii) 276,911 shares of Common Stock underlying stock options held by the Reporting Person that are exercisable or which may vest within 60 days of December 22, 2022, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i). |
| ITEM 1. | SECURITY AND ISSUER |
This statement on Schedule 13D (this “Statement” or “Schedule”) relates to the shares of Common Stock $0.00001 par value per share (the “Common Stock”) Vislink Technologies, Inc. (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 350 Clark Drive, Suite 125, Mt. Olive, NJ 07828.
| ITEM 2. | IDENTITY AND BACKGROUND |
(a) This Schedule 13D is being filed by Carleton M. Miller (the “Reporting Person”).
(b) The principal business address of the Reporting Person is c/o Vislink Technologies, Inc., 350 Clark Drive, Suite 125, Mt. Olive, NJ 07828.
(c) The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer.
(d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The information set forth or incorporated by reference in Item 6 of this Statement is incorporated by reference into this Item 3.
Of the 2,342,015 held directly by the Reporting Person, 1,067,478 shares of Common Stock were purchased in the open market for an aggregate of $506,687.66 (excluding commissions and other execution-related costs) using personal funds.
| ITEM 4. | PURPOSE OF TRANSACTION |
The information set forth or incorporated by reference in Items 3 and 6 of this Statement is incorporated by reference into this Item 4.
The Reporting Person has acquired, and holds, the shares of Common Stock in connection with his position as Chief Executive Officer of the Issuer. From time to time, the Reporting Person may acquire beneficial ownership of additional shares of Common Stock as compensation, by purchase or otherwise, including (a) pursuant to the vesting or exercise of outstanding stock options or restricted stock units currently owned by the Reporting Person or (b) upon receipt from the Issuer of future compensatory equity incentive awards for which the Reporting Person qualifies, including, but not limited to, awards of Common Stock, options to purchase shares of Issuer Common Stock, and restricted stock units of Common Stock. In addition, from time to time, the Reporting Person may determine to dispose of all or a portion of the shares of Common Stock which are beneficially owned by the Reporting Person and over which the Reporting Person has investment power.
The Reporting Person is Chief Executive Officer and a member of the Board of Directors of the Issuer and, accordingly, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to applicable law and policies of the Issuer, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances.
Except as described in this Statement, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time and from time to time, may review, reconsider and change his position and/or change his purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference.
The Reporting Person beneficially owns an aggregate of 2,627,195 shares of Common Stock, which consists of (i) 1,958,983 shares of Common Stock held directly by the Reporting Person, (ii) 391,301 shares issuable upon settlement of RSUs which may vest within 60 days of December 22, 2022 and (iii) 276,911 shares of Common Stock issuable to the Reporting Person upon exercise of stock options which are exercisable or vest within 60 days of December 22, 2022, representing approximately 5.51% of the outstanding shares of Common Stock. The percent of class was calculated based on (i) 47,419,317 shares of Common Stock outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022, plus (ii) 391,301 shares issuable to the Reporting Person upon settlement of RSUs which may vest within 60 days of December 22, 2022 and (iii) 276,911 shares of Common Stock underlying stock options held by the Reporting Person that are exercisable or which may vest within 60 days of December 22, 2022, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i).
(c) On December 16, 2022, the Reporting Person acquired an aggregate of 345,089 shares of Common Stock on the open market, for an average price per share of $0.3911.
On December 19, 2022, the Reporting Person acquired an aggregate of 360,283 shares of Common Stock on the open market, for an average price per share of $0.4297.
On December 20, 2022, the Reporting Person acquired an aggregate of 94,020 shares of Common Stock on the open market, for an average price per share of $0.4623.
On December 22, 2022, the Reporting Person acquired an aggregate of 111,094 shares of Common Stock on the open market, for an average price per share of $0.4933.
On December 23, 2022, the Reporting Person acquired an aggregate of 139,514 shares of Common Stock on the open market, for an average price per share of $0.5747.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Statement.
(e) Not applicable.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The Reporting Person is and will be entitled to receive compensation and other benefits as Chief Executive Officer of the Issuer. In such capacity, he may also be granted equity awards with respect to the Common Stock from time to time. The Reporting Person currently holds (i) 391,301 shares issuable upon settlement of RSUs which were awarded pursuant to the Company’s 2013 long-term stock incentive plan and (ii) stock options to purchase an aggregate of 276,911 shares of Common Stock at an exercise price $1.71 per share pursuant to the Reporting Person’s employment agreement. The restricted stock unit award agreement, the employment agreement and the notices of grant of stock option representing such equity awards are filed as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, and are incorporated by reference into this Item 6 in their entirety.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: January 3, 2023
| /s/ Carleton M. Miller | |
| CARLETON M. MILLER |
Exhibit 99.1
RESTRICTED STOCK UNIT Award AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of February 16, 2022 (the “Grant Date”), between Vislink Technologies, Inc., a Delaware corporation (the “Company”), and Carlton Miller (“Grantee”).
WHEREAS, the Grantee is an employee of the Company; and
WHEREAS, the Compensation Committee (the “Committee”) of the Company’s Board of Directors has awarded to the Grantee 2,066,152 restricted stock units (the “RSUs”), subject to the terms and conditions of this Agreement and the Company’s amended 2013 Long-Term Stock Incentive Plan (the “Plan”).
NOW, THEREFORE, pursuant to, and subject to the terms and conditions of, this Agreement and the Plan, the Company, shall issue the number of shares of its Common Stock, par value $0.00001 (“Common Stock”), of the Company in settlement of the RSUs that vest in accordance with this Agreement.
1. Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.
2. Nontransferability and Restrictions on Transfer of Shares. Neither the RSUs nor the right to receive any shares of Common Stock that may be issued upon settlement of the RSUs may be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company, unless and until the RSUs vest and shares of Common Stock are issued in settlement of such RSUs as provided in Section 4 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the RSUs or any shares of Common Stock issuable hereunder.
3. Vesting and Forfeiture. The vesting dates (each, a “Vesting Date”) and aggregate number of shares of Common Stock that may be issued to the Grantee in settlement of the RSUs (“Total Number of Shares”) shall be as set forth in Annex A hereto, provided that the Grantee remains in continuous service as an employee of the Company through the applicable Vesting Date. If the Grantee ceases to be an employee of the Company prior to any Vesting Date, the remaining portion of the Total Number of Shares that is unvested shall be forfeited.
4. Issuance and Settlement. On or as soon as practicable after December 1 of each calendar year (the “Settlement Date”) but no later than the 15th day of the third month following the end of such year, the Company shall issue to the Grantee the portion of Total Number of Shares of Common Stock that shall have vested by the Settlement Date during such calendar year; provided, however, that such shares shall not be issued within any black-out period (as determined in the Company’s Insider Trading Policy) applicable to the Grantee. If a black-out is in effect on the Settlement Date, such shares of Common Stock will be issued on the first business day following the expiration of such black-out period but not later than the 15th day of the third month following the end of the calendar year that includes the Settlement Date.
5. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if such issuance or release would result in a violation of any such law.
6. Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this Agreement, including any employment taxes (collectively, the “Tax Withholding Obligation”), and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless Grantee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Grantee’s acceptance of this Agreement constitutes Grantee’s instruction and authorization to the Company to withhold on Grantee’s behalf the number of shares of Common Stock from those shares issuable to Grantee under this Agreement as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. The shares of Common Stock so surrendered by the Grantee shall be credited against any such withholding obligation at the market value (determined with reference to the then current price of the Company’s Common Stock as quoted on The Nasdaq Capital Market or any successor principal public market or exchange on which the Common Stock is listed or quoted for trading) as of the date on which shares of Common Stock are issued in settlement of the RSUs.
7. Conformity with Plan. The Agreement and the shares of Common Stock issuable pursuant to this Agreement are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of this Agreement. By executing this Agreement, the Grantee acknowledges and agrees to be bound by all of the terms of this Agreement and the Plan.
8. Amendments. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Grantee.
9. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
10. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee and the successors and assigns of the Company.
11. Notices. Any notice to the Company provided for herein shall be in writing to the attention of the Secretary of the Company at 101 Bilby Road, Suite 15, Building. 2, and any notice to the Grantee shall be addressed to the Grantee at his address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when hand delivered, or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service, addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified, except that notices of changes of address shall be effective only upon receipt.
12. Governing Law. The laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof, shall govern the interpretation, performance and enforcement of this Agreement.
[Signature Page Follows]
| 2 |
IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.
| Vislink Technologies, Inc. | ||
| By: | /s/ Michael Bond | |
| Name: | Michael Bond | |
| Title: | CFO | |
| ACKNOWLEDGED AND AGREED: | ||
| /s/ Carleton Miller | ||
| Carleton Miller | ||
| 3 |
Annex A
Time-Based RSUs: 258,269 RSUs shall vest on February 16, 2023, and 774,807 RSUs shall vest in substantially equal monthly increments over the 36-month period thereafter, provided that the Grantee remains in continuous employment with the Corporation on each applicable vesting date.
Performance-Based RSUs: Subject to adjustment as set forth below, 1,033,076 RSUs will vest in three (3) equal tranches upon attainment of the following applicable performance conditions for each tranche; provided that the Grantee remains in continuous employment with the Corporation through the date on which the Compensation Committee certifies that the revenue targets below have been attained:
Tranche 1: 344,358.667 RSUs will vest upon the Corporation’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters.
Tranche 2: 344,358.667 RSUs will vest upon the Corporation’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters.
Tranche 3: 344,358.667 RSUs will vest upon the Corporation’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters.
The determination of revenue for any fiscal period shall be made on the basis of the Corporation’s revenues on a consolidated basis for each such fiscal period if the Grantee remains in continuous employment with the Corporation (or any of its subsidiaries) through the date the Compensation Committee certifies the revenue for such fiscal period and authorizes the issuance of the underlying shares of Corporation common stock to the Grantee pursuant to his award agreement.
In the event of any corporate acquisitions or dispositions by the Corporation or any of its subsidiaries (whether by means of a merger or consolidation, by purchase or sale of stock or assets or by spinoff or any similar transaction) that occurs after the grant date (a “Corporate Transaction”), the Committee or the Board may, in its sole and absolute discretion, adjust the revenue objectives or exclude in whole or in part from any entity or business acquired by the Corporation in a Corporate Transaction or otherwise increase or decrease the number of shares of common stock issued upon settlement of the RSUs to reflect the impact that such Corporate Transaction may have on the Corporation’s revenue for any fiscal period or periods.
The RSUs shall have such other terms and conditions including as to Change of Control as shall be customary for awards to senior executives of the Corporation under the Plan
| 4 |