SCHEDULE 13D/A: Hale Capital Partners Secures Board Seat and Observer Role at Vislink Technologies Following Cooperation Agreement

Hale Capital Partners and its affiliates have reached a Cooperation and Confidentiality Agreement with Vislink Technologies, Inc., leading to the nomination of William Bender to the board and Martin Hale as a board observer.

Summary

• This is Amendment No. 4 to a Schedule 13D filing by Hale Capital Partners, LP and its affiliates regarding their beneficial ownership in Vislink Technologies, Inc.
• The filing updates beneficial ownership information and discloses a new Cooperation and Confidentiality Agreement with the Issuer.
• As of April 30, 2025, Vislink Technologies, Inc. had 2,467,618 shares of common stock outstanding.
• Hale Capital Partners, LP (HCP) beneficially owns 63,681 shares, representing approximately 2.6% of the outstanding shares.
• Martin M. Hale, Jr., Hale Fund Management, LLC (HFM), and Hale Capital Management, LP (HCM) are deemed to beneficially own an aggregate of 416,503 shares, representing approximately 16.9% of the outstanding shares (including shares held by HCP and HCP V).
• Hale Capital Partners Fund V, LP (HCP V) beneficially owns 352,822 shares, representing approximately 14.3% of the outstanding shares.
• Transactions include a purchase of 20,500 shares by HCP on May 15, 2025, at $2.51 per share, and an internal transfer of 352,822 shares from HCP to HCP V on June 4, 2025, at $2.45 per share.
• The aggregate purchase price of the shares held by the Reporting Persons is $1,149,599.
• On June 12, 2025, the Reporting Persons entered into a Cooperation and Confidentiality Agreement with Vislink Technologies, Inc.
• Under the agreement, Vislink agreed to nominate William Bender for election to its board of directors at the 2025 Annual Meeting of Stockholders, with a term expiring at the 2026 Annual Meeting.
• Martin Hale will be appointed as an observer of the Board.
• The Reporting Persons have withdrawn their prior nomination of Mr. Bender and agreed to customary standstill, non-disparagement, and voting commitments.
• The agreement stipulates that the Board size shall not exceed six directors without the Reporting Persons' written consent, if Mr. Bender is elected.

Sentiment

Score: 7

Explanation: The document indicates a constructive resolution of potential shareholder activism, leading to board representation and a period of stability through a cooperation agreement. This is generally a positive development for corporate governance and investor relations.

Positives

• A Cooperation Agreement has been reached, resolving potential shareholder activism and providing a clear path for board representation.
• The nomination of William Bender to the Board and the appointment of Martin Hale as a Board observer provide increased shareholder oversight and input.
• The agreement includes standstill and non-disparagement provisions, which can lead to a more stable and collaborative relationship between the activist investor and the company.

Negatives

• The internal transfer of a significant block of shares (352,822) from one affiliate to another, while not a market sale, could be misinterpreted without full context by some market participants.

Risks

• The Cooperation Agreement's standstill provisions are subject to an 'Expiration Date' which is tied to the 2025 Annual Meeting nomination window or an 'Insolvency Event,' indicating potential for future disagreements or financial distress if conditions are not met.
• The agreement's terms, such as the board size limitation, could potentially constrain future strategic flexibility for the company's board.

Future Outlook

The Cooperation Agreement establishes a framework for future corporate governance, including the nomination of a new director and the appointment of a board observer, aiming to foster a more collaborative relationship between the Reporting Persons and Vislink Technologies, Inc. This arrangement is set to continue until at least the 2026 Annual Meeting, subject to certain conditions.

Management Comments

• Martin M. Hale, Jr. is the Chief Executive Officer of HCP, managing member of HFP (general partner of HCP), managing member of HFP II (general partner of HCP V), and sole owner and Chief Executive Officer of HFM (general partner of HCM, manager of HCP and HCP V).

Industry Context

This filing reflects a common outcome in shareholder activism, where an activist investor, after accumulating a significant stake, engages with company management to secure board representation and influence corporate governance, often avoiding a costly and public proxy contest. This type of resolution is generally viewed positively as it brings stability and aligns shareholder interests with board oversight.

Management Changes

Corporate Governance

Related Party Transactions

• An internal transfer of 352,822 shares occurred on June 4, 2025, from Hale Capital Partners, LP (HCP) to its affiliate, Hale Capital Partners Fund V, LP (HCP V), using a transaction price based on the closing trading price of the Shares on the date of the internal transfer ($2.45 per share).

Stakeholder Impact

• Shareholders: Benefit from increased representation on the board and a resolution to potential shareholder activism, which can lead to more stable governance and potentially improved strategic direction.
• Management/Board: Will integrate a new director and board observer, potentially bringing new perspectives and oversight, but also operating under certain agreed-upon constraints like board size.
• Employees: No direct impact mentioned, but a more stable corporate governance environment can indirectly benefit employees by reducing uncertainty.

Next Steps

• Vislink Technologies, Inc. to nominate William Bender for election to its board of directors at the 2025 Annual Meeting of Stockholders.
• Martin Hale to serve as an observer of the Board.
• Reporting Persons to abide by standstill, non-disparagement, and voting commitments until the Expiration Date of the Cooperation Agreement.

Key Dates

Recommendation

Keywords

Vislink Technologies, Hale Capital Partners, SEC filing, Schedule 13D, corporate governance, shareholder activism, board nomination, investment management, common stock, beneficial ownership