UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Fiscal Year Ended:
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:
(Exact name of registrant as specified in its charter)
(State
of incorporation) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
The
|
Securities Registered Pursuant to Section 12(g) of the Securities Act:
None
(Title of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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 period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files.)
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 definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller
reporting company | |
Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As
of June 30, 2021, the last business day of the registrant’s second quarter for the fiscal year ended December 31, 2021, the aggregate market
value of the common stock held by non-affiliates of the registrant was approximately $
The registrant had shares of its common stock outstanding as of March 22, 2022.
Auditor
Name:
Auditor
Location:
PCAOB
ID Number:
Explanatory Note
In addition, as required by Rule 12b-15 under the Securities Exchange Action of 1934, as amended (the “Exchange Act”), this Form 10-K/A revises Item 15 of Part IV to include currently dated certifications by the Company’s principal executive officer and principal financial officer as exhibits to this Form 10-K/A and updates the Exhibit Index to reflect the inclusion of these certifications as well as the amended and restated certifications included in Exhibits 31.1 and 31.2.
Other than the items outlined above, this Form 10-K/A does not attempt to modify or update the Original Form 10-K. This Form 10-K/A does not reflect events occurring after the date of the Original Form 10-K or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed by the Company with the SEC. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K, as previously amended. Capitalized terms not defined in this Form 10-K/A have the meaning given to them in the Original Form 10-K.
ii |
VISLINK TECHNOLOGIES, INC.
ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS
PART II | 1 | |
ITEM 9A. | CONTROLS AND PROCEDURES | 1 |
PART IV | 3 | |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | 3 |
SIGNATURES | 6 |
iii |
PART II
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 disclosure of required information in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that 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 “Certifying Officers”), to allow timely decisions regarding required disclosure.
Management’s assessment of the Company’s design and operation of disclosure controls is ongoing. It is mindful to note that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that the system’s objectives are met. Also, any control system’s design is based on certain assumptions about the likelihood of future events. Based on the evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2021, our Certifying Officers have concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level, due to 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 the Exchange Act). Internal control over 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 preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 in accordance with generally accepted accounting principles, (b) that our receipts and expenditures are being made only in accordance with 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 financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to 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 or procedures may deteriorate.
As required by Rules 13a-15(c) under the Exchange Act, our Certifying Officers evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 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 as of December 31, 2021, the Company concluded such control was not effective and that there were control deficiencies that constituted material weaknesses, described as follows:
● |
Due to our size and limited resources, 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 | |
● |
Due to our size and limited resources, we have not adequately documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
1 |
Notwithstanding the identified material weakness as of December 31, 2021, management, including the Certifying Officers, believe that the condensed consolidated financial statements contained in this Annual Report filing fairly present, in all material respect, our financial condition, results of operations, and cash flows for the fiscal period presented in conformity with GAAP.
c) Changes in Internal Controls over Financial Reporting
We have continued our remediation efforts in connection with the identification of material weaknesses, as discussed above. Specifically, we have enhanced the supervisory review of our accounting procedures. As of December 31, 2021, the material weakness discussed above had not been fully remediated. Accordingly, we continue to remediate our controls regarding operating efficiency.
On August 16, 2021, the Company acquired Mobile Viewpoint Corporate B.V. (“MVP”). See Note 3 of “Notes to The Condensed Consolidated Financial Statements.” We have completed integrating MVP into our operations and internal control processes. As we completed this integration, we analyzed, evaluated, and, where necessary, made changes in control and procedures related to the MVP business.
d) Auditor’s Report on Internal Control over Financial Reporting
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. According to SEC rules, management’s report was not subject to attestation by the Company’s registered public accounting firm that permits us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.
2 |
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(b) Exhibits
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 of the agreements filed as exhibits to this Report contains 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 agreements; | |
● | may apply standards of materiality that differ from those of a reasonable investor; and | |
● | 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.
3 |
4 |
* | Filed herewith | |
(1) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on May 5, 2020. | |
(2) | Filed as an Exhibit on Form S-1 with the SEC on October 23, 2013. | |
(3) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on June 13, 2014. | |
(4) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on July 20, 2015. | |
(5) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 10, 2016. | |
(6) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 26, 2015. | |
(7) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on April 27, 2016 | |
(8) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on June 20, 2016. | |
(9) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on December 27, 2016. | |
(10) | Filed an Exhibit on Current Report on Form 8-K with the SEC on February 26, 2019. | |
(11) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on August 5, 2020. | |
(12) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on August 20, 2021. | |
(13) | Filed as an Exhibit on Form S-1/A with the SEC on May 21, 2013. | |
(14) | Filed as an Exhibit on Current Report to Form 8-K with the SEC on August 19, 2013. | |
(15) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on May 13, 2016. | |
(16) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 6, 2017. | |
(17) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 10, 2017. | |
(18) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on August 16, 2017. | |
(19) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on May 29, 2018. | |
(20) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on October 11, 2018. | |
(21) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on July 16, 2019. | |
(22) | Filed as an Exhibit on Form S-1 with the SEC on March 7, 2013. | |
(23) | Filed as an Exhibit on Annual Report on Form 10-K with the SEC on April 14, 2016. | |
(24) | Filed as an Exhibit on Form S-1 with the SEC on June 27, 2016 | |
(25) | Filed as Appendix D on Definitive Schedule 14A with the SEC on May 22, 2017 | |
(26) | Filed as Appendix E on Definitive Schedule 14A with the SEC on May 22, 2017 | |
(27) | Filed as Appendix F on Definitive Schedule 14A with the SEC on May 22, 2017 | |
(28) | Filed as an Exhibit on Current Report on Form 8-K/A with the SEC on January 24, 2020. | |
(29) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 27, 2020. | |
(30) | Filed as an Exhibit on Current Report on Form 8-K with the SEC on February 28, 2020. | |
(31) | Filed as an Exhibit on Annual Report on Form 10-K with the SEC on April 1, 2020. | |
(32) | Filed as an Exhibit on Quarterly Report on Form 10-Q with the SEC on November 12, 2020. | |
(33) | Filed as an Exhibit on Annual Report on Form 10-K with the SEC on March 6, 2014. | |
(34) | Filed as an Exhibit on Form S-1/A with the SEC on October 30, 2019. |
5 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
VISLINK TECHNOLOGIES, INC. | ||
Date: September 21, 2022 | By: | /s/ Carleton Miller |
Carleton Miller | ||
Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) | ||
Date: September 21, 2022 | 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 Miller | Chief Executive Officer | September 21, 2022 | ||
Carleton Miller | (Principal Executive Officer) | |||
/s/ Michael C. Bond | Chief Financial Officer | September 21, 2022 | ||
Michael C. Bond | (Principal Financial and Accounting Officer) | |||
/s/ Susan Swenson | Chairman of the Board of Directors | September 21, 2022 | ||
Susan Swenson | ||||
/s/ Jude T. Panetta | Director | September 21, 2022 | ||
Jude T. Panetta | ||||
Director | ||||
James T. Conway | ||||
/s/ Ralph Faison | Director | September 21, 2022 | ||
Ralph Faison | ||||
/s/ Brian K. Krolicki | Director | September 21, 2022 | ||
Brian K. Krolicki |
6 |