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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (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

 or

 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

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.)

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:

 Title
 of each class:

 Trading Symbol(s)

 Name
 of each exchange on which registered

 Stock, par value $0.00001

 VISL

 The
 Nasdaq Capital Market

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

 None

 (Title
of class)

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

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

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

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

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.

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.

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, 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 $ 13.5 million based on the closing price of $5.66
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 2,448,482 shares of its common stock outstanding as of March 29, 2024.

TECHNOLOGIES, INC.

 FORM

 ANNUAL
REPORT

 For
the Fiscal Year Ended December 31, 2023

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Conditions and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 FINANCIAL STATEMENTS

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

 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.

 We
 acknowledge material weaknesses in our internal controls and procedures over financial reporting. In the future, we may identify additional
 material weaknesses that may cause 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.

 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 substantially
 disrupt our ability to obtain orders and fulfill sales as we design and qualify new components.

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

 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.

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

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

 We
 may be subject to infringement claims in the future.

 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.

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

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

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

 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.

 Our
 failure to meet Nasdaq's continued listing requirements could result in our common stock's delisting, which could negatively
 impact its market price and liquidity and our ability to access the capital markets.

 PART
I

 Item
1. Business

 Overview

Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, and manages
high-quality, live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live
news, sports, entertainment, and news events for the broadcast markets. We also furnish the surveillance and defense markets with
real-time video intelligence solutions using various tailored transmission products. Our team also provides professional and
technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience in 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, 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 hardware components, hosted systems management platforms, related software licenses and ancillary support services.

 Industry-wide
contributors acknowledge our live broadcast solutions. Our equipment is 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
include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

 Military
and Government:

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

 integrated
 suites of airborne downlink transmitters, receivers, and antenna systems

 data
 and video connectivity for airborne, marine, and ground assets

 UAV
 video distribution

 flexible
 support for COFDM and bonded cellular/5G Networks

 terrestrial
 point-to-point

 tactical
 mobile command

 IP-based,
 high-end encryption, full-duplex, real-time connectivity at extended operating ranges

 high-throughput
 air/marine/ground-to-anywhere uplink and downlink systems

 secure
 live streaming platforms for use in mobile and fixed assets, and

 personal
 portable products

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

 Connected
Edge Solutions:

Mobile Viewpoint (MVP) offers the hardware and software solutions needed to acquire, produce, contribute to, and deliver video over
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

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

 The
acquisition 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 is growing fast: from 2016 to 2021, there was a 15-fold increase in live video internet traffic (71.9% CAGR);

 the
 acceleration towards 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
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 amateur and semi-pro
athletics. MVP's technology 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
recent acquisition of the assets of Broadcast Microwave Services, LLC. ("BMS") assets represents a pivotal step in
our ongoing mission to enhance our product offerings, extend our market reach, and solidify our position as a force in
the Airborne Video Downlink Systems (AVDS) market. The integration of BMS's assets into our operations is expected to enhance
the reach of product offerings to our customers as follows:

 it
 provides us with a long-standing customer base in U.S federal sectors, global OEMs, and EMEA markets,

 combinations 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
 positioning of the Company in the growing drone command and control market,

 one-stop
 solutions for live video communications needs, using proprietary COFDM bonded cellular, 5G, and AI-driven technologies for public
 safety, air-to-ground video distribution, streamlining operational processes and enhancing efficiency,

 a
 more responsive and globally accessible support network ensuring that customers remain connected with their audiences, teams, and
 operations, and

 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
the sports and entertainment market, we have identified the e-sports live-streaming applications
markets 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 the 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 usher in expect 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 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 wireless video products built around providing complete solutions. We have traditionally focused on developing
core product technologies for the final assembled products that cross-market segments. Such technology focus areas include R.F., 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 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. 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.
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.

 As
a result of our acquisition of Mobile Viewpoint, we also offer a portfolio of products that includes the WMT line of mobile encoders
and TerraLink rack encoders for live streaming over 4G and 5G, and systems developed using AI technologies for the automated coverage
of news and sports productions., The TrolleyLive Remote Pro is an all-in-one production unit for remote live broadcasts. LinkMatrix is
a central platform for managing all devices and synchronizing all data sources.

 Quantum

 IP
Link 3.0

 WMT
BaseLink Encoder

 TerraLink
4CM Rack Encoder

 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 receive system. The HHT3 and Mobil Commander are handheld receivers/monitors
designed for tactical situations.

 As
a result of 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.

 HHT3

 Mobil
Commander

 AeroLink

 Aero5

 Competition
and Competitive Positioning

 We
believe our primary competitors are Domo Tactical Communications (formerly a division of Cobham), Silvus Technologies, Persistent Systems,
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
completing the global rebranding of our solutions under the single Vislink Technologies, Inc. entity in 2018 and the acquisition of MVP
in 2021, we believe we can now offer an expanded range of product offerings, additional services, and enhanced capabilities. We think
this expansion of product offerings will position us for growth in the Live Production and Mil/Gov markets. We seek to improve margins
and control product quality and our competitive agility as we refine our production processes.

 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, and other event appearances support our sales efforts.

 As
of December 31, 2023, our business development, sales, and marketing team comprised 20 full-time employees and five 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-chip, tier-1 clients in Live Production markets and high-profile agencies
and organizations in Mil/Gov markets.

 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 us to develop supply chains tailored to our needs on a per-product and per-solution basis. As we advance, we 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.

 Intellectual

 We
have developed a broad intellectual property portfolio covering wired and wireless communications systems. As of December 31, 2023, we
have 11 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.

 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 (908) 852-3700 is the telephone
number. Our website address is www.vislink.com. Our website's information is not part of the report but only for informational
purposes.

 Available
Information

 We
file reports with the Securities and Exchange Commission ("SEC"), and 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 Investors section of our website, we provide information concerning
corporate governance, 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 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
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, we employed 112 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.

 We
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 with 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.

 We
have incurred net losses since inception, including net losses of $9.1 million and $13.6 million for the years ended December 31, 2023,
and 2022, respectively. As a result of ongoing losses, as of December 31, 2023, we had an accumulated deficit of $309.2 million, $8.5
million of cash, and $5.7 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.

 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
available cash balances, potential borrowing capacity, and anticipated cash flow from operations may need to be revised to satisfy our
liquidity requirements, including because of lower demand for our products, whether as a result of the risks described in this Annual
Report or otherwise. As such, we may seek to sell common or preferred equity or debt securities, other forms of third-party funding,
or seek debt financing. Our current and future funding requirements will depend on many different factors, including:

 the
 cost of expanding our operations and offerings, including our sales and marketing efforts;

 our
 rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of our products and maintaining
 or improving our sales to our current customers;

 the
 cost of research and development activities, including 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 expansion, and

 the
 potential cost and delays resulting from regulatory oversight of our business and products.

 We
may also consider raising additional capital in the future to expand our business, pursue strategic investments, take advantage of financing
opportunities, or for other reasons, including:

 expanding
 our sales and marketing efforts to increase market adoption of our products and address competitive developments;

 funding
 development and marketing efforts of any future products or additional features to then-current products;

 acquiring,
 licensing, or investing in new technologies;

 providing
 for supply and inventory costs associated with plans to accommodate potential increases in demand for our products;

 acquiring
 or investing in complementary businesses or assets, and

 financing
 capital expenditures and general and administrative expenses.

 Additional
capital may not be available to us at such times or in needed amounts. Even if capital is available, it might be available only on unfavorable
terms. Any issuance of additional equity or equity-linked securities could be dilutive to our existing stockholders, and any new 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
licensing arrangements with third parties. It may be necessary to relinquish or license some rights to our technologies or products 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 secure further funding, we
may be able to forego strategic opportunities or delay, scale back, and 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.

 Our
business may be exposed to risks associated with public health crises, such 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 markets. A public health crisis or an outbreak of a
pandemic in one or more of the geographic areas in which we operate could affect our ability to source product materials and components,
labor, and otherwise to provide products and services to our customers and adversely affect our results of operations and financial condition.

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

 The
communications industry is highly competitive, rapidly evolving, and constantly changing. We expect that new competitors are likely to
join existing competitors. Many of our competitors may be larger and have more excellent financial, technical, operational, marketing,
and other resources and experience than we do. If a competitor expends significant resources, we may not compete successfully. Also,
the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies
to provide products. If our competitors were to offer better and more cost-effective products than our products, we might not be able
to capture any significant market share.

 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 may contain defects and errors that are only detectable when the products are in use. Because our
products are used for personal and business purposes, such 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 failures,
or other difficulties could adversely affect our customers' ability 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. Our customers may also experience component or software failures or defects requiring significant product
recalls, rework, and repairs not covered by warranty reserves.

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

 We
must test our finite-lived intangible assets for impairment if events occur or circumstances change that would indicate that the remaining
net book value of the intangible assets might not be recoverable. These events or circumstances could include a significant change in
the business climate, including a substantial, sustained decline in an entity's market value, legal factors, operating
performance indicators, competition, sale, or disposition of a considerable portion of our business, potential government actions, and
other factors. If our finite-lived intangible assets' fair value is less than their book value in the future, we
could be required to record impairment charges. The amount of any future impairment could be significant and could have a material adverse
effect on our reported financial results for the period in which the charge is taken.

 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.

 We
expect our products to be in many different locations and user environments and can provide video transmission, mobile broadband connectivity,
and interference mitigation, among other applications. Our products' ability to operate effectively can be negatively impacted
by many different elements unrelated to our products. Although our products may not cause technical issues, users often may perceive
the underlying cause of our technology's poor performance. This perception, even if incorrect, could harm our business and reputation.
Similarly, a high-profile network failure may be caused by improper operation or failure of a network component we did not supply. Still,
other service providers may perceive that our products were implicated, which, even if incorrect, could harm our business, operating
results, and financial condition.

 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 results of operations.

 Once
our products are deployed, our channel partners and end customers will depend on our support organization to resolve any issues relating
to our products. Significant support will be necessary for our products' successful marketing and sales. In many cases, our channel
partners will likely provide support directly to our end customers, and we will need more control over the quality of the support supplied
by our channel partners. These channel partners may also support other third-party products, potentially distracting resources from support
for our products. Our channel partners need to effectively assist our end customers in deploying our products, succeed in helping our
end customers quickly, resolve post-deployment issues, or provide adequate ongoing support to maintain our ability to sell our products
to existing end customers. Our reputation with potential end customers could be harmed. We sometimes guarantee a certain performance
level to our channel partners and end customers, which could prove resource-intensive and expensive if unforeseen technical problems
arise.

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

 While
we attempt to offset increases in operating costs through various measures focused on increasing revenues, there is no assurance that
we will do so. Therefore, operating expenses may rise faster than associated revenues, resulting in a material adverse impact on our
cash flow and margins.

 We
are also impacted by inflationary increases in wages and benefits, whether driven by competition for talent or ordinary course pay increases
and other rising costs. Increases in the inflation rate could also significantly impact our cost base. In all countries in which we operate,
wage inflation, whether driven by competition for talent or ordinary course pay increases, may also increase our cost of providing services
and reduce our profitability if we are not able to pass those costs on to our clients or charge premium prices when justified by market
demand.

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

 We
expect to rapidly expand our operations and grow our sales, development, and administrative functions. This expansion is expected to
significantly strain our management and require hiring a considerable quantity of qualified personnel. Accordingly, recruiting and retaining
such personnel in the future will be critical to our success. There is intense competition from other companies for qualified personnel
in our activities. If we fail to identify, attract, retain, and motivate these highly skilled personnel, we may be unable to continue
our marketing and development activities, which could adversely affect our business, financial condition, results of 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 of their expertise and experience in the telecommunications industry. We have agreements
with our executive officers containing customary non-disclosure, non-compete, confidentiality, and assignment of inventions provisions.
Our officers do not have "key person" life insurance policies. The loss of our key personnel's technical knowledge,
management, and industry expertise could result in delays in product development, the loss of customers and sales, and the diversion
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 to build and operate our products. Until full integration with IMT and VCS, we
may rely on our contract manufacturers to obtain the parts, subassemblies, and products necessary to manufacture our products. Shortages
in components we use in our products are possible, and our ability to predict such components' availability is limited. While parts
and supplies are generally available from various sources, our contract manufacturers currently depend on a single or limited number
of suppliers for several of our products. If our suppliers of these components or technology were to enter into exclusive relationships
with other providers of wireless networking equipment or were to discontinue providing such components and technology to us, and we could
not replace them cost-effectively or at all, our ability to deliver our products would be impaired. Our contract manufacturers generally
rely on purchase orders rather than long-term contracts with these suppliers.

 Specific
supply chain disruptions may also arise because of global conflicts, such as the armed conflict between Russia and Ukraine, the war in
Gaza, trade sanctions, and similar events. It may be difficult for us to assess our suppliers' ability to meet our future demand
promptly based on past performance. As a result, even if available, our contract manufacturers and we may not secure sufficient components
at reasonable prices or acceptable quality to build our products on time. Therefore, we may be unable to meet customer demand for our
products, adversely affecting our business, operating results, 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 current contract manufacturers are unable or
unwilling to manufacture our products in the future, the loss of such contract manufacturers could adversely affect our business, operating
results, and financial condition.

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

 Given
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 on the proprietary technology we have developed internally.
We rely primarily on patent laws to protect our proprietary rights. As of December 31, 2023, in the United States, we have 11 patents
granted, no patent applications pending, and no provisional applications pending. Internationally, we have two patents granted, no patent
applications pending, and no Patent Cooperation Treaty (PCT) applications. There can be no assurance that patents are awaiting, that
future patent applications will be issued, or that we will have the resources to protect any such issued patent from infringement if
issued.

 Further,
we cannot 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 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,
it may be possible for a third party to copy or otherwise obtain and use this technology 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 parties from obtaining or using the technology we rely on. Also, adequate protection may be unavailable or limited in some jurisdictions.
Litigation may be necessary in the future to enforce or protect our rights.

 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
and others may infringe on our intellectual property rights or allege we have violated theirs. If we are found to infringe on others'
rights, we could 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 of intellectual property can be difficult and
expensive, and we may be unable to detect infringement or misappropriation of our proprietary rights. We may also incur significant litigation
expenses in protecting our intellectual property or defending our use of intellectual property, reducing our ability to fund product
initiatives. These expenses could hurt our future cash flows and the results of operations. Litigation can also distract management from
the day-to-day operations of the business.

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

 Many
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 in the United States.
It may not protect our intellectual property in some countries where our products are sold or may be sold in the future. Even if patents
are granted outside the United States, effective enforcement may not be available in those countries.

 In
particular, the legal regime relating to China's intellectual property rights is limited, and it is often difficult to protect
and enforce such rights. The regulatory scheme for implementing China's intellectual property laws may not be as 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 mostly unimpeded, to our commercial detriment in the
Chinese and other export markets. Also, rules of evidence may be unclear, inconsistent, or difficult to comply with, making it difficult
to prove infringement of our intellectual property rights. As a result, enforcement cases involving technology, such as copyright infringement
of software code or unauthorized manufacture or sale of products containing patented inventions, may be difficult or impossible to sustain.

 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 is characterized by the rapid development of new technologies, which requires us to continuously introduce
new products and expand into new markets that may be created. Therefore, our success depends on adapting our products and systems, incorporating
new technologies, and growing into markets that new technologies may design. If technologies are protected by others' intellectual
property rights, including our competitors, we may be prevented from introducing new products or expanding into new markets created by
these technologies. If others' intellectual property rights prevent us from using innovative technologies, our financial condition,
operating results, or prospects may be harmed.

 We
may be subject to infringement claims in the future.

 We
may need to be made aware of filed patent applications and issued patents that could include claims covering our products. Parties making
claims of infringement may be able to obtain injunctive or other equitable relief that could effectively block our ability to sell or
supply our products or license our technology and cause us to pay substantial royalties, licensing fees, or damages. The defense of any
lawsuit could divert management's efforts and attention from ordinary business operations and result in time-consuming and expensive
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.

 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.

 We
have incorporated third-party licensed technology into our products. It may be necessary to renew licenses relating to these products
or seek additional licenses for existing or new products. There can be no assurance that the required licenses will be available on acceptable
terms or at all. The inability to obtain specific licenses or other rights, or to obtain those licenses or rights on favorable terms,
or the need to engage in litigation regarding these matters could result in delays in product releases until such time, if ever, as equivalent
technology could be identified, licensed or developed and integrated into 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.

 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.

 As
our customer base increases, we expect to place orders based on customer demand forecasts with our contract manufacturers. Our projections
will be based on multiple assumptions, each of which may cause our estimates to be inaccurate, affecting our ability to provide products
to our customers. When demand for our products increases significantly, we may not be able to meet demand on a timely basis, and we may
need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer relations,
or we may incur additional costs to rush the manufacture and delivery of other products. If we underestimate customers' demand,
we may forego revenue opportunities, lose market share, and damage customer relationships. Conversely, if we overestimate customer demand,
we may purchase more inventory than we can sell at any given time or at all. Also, we grant our distributors stock rotation rights, which
require us to accept stock back from a distributor's inventory, including obsolete 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 increase our costs of revenues and reduce our liquidity. Our failure to accurately manage inventory relative to demand would adversely
affect our 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 to compete successfully depends on our ability to design, develop, manufacture, assemble, test, market, and support new products
and enhancements on a timely and 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 developed 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 we compete or plan to compete 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. 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.

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

 We
rely extensively and increasingly on information technologies and infrastructure to manage our business, including developing new business
opportunities and digital streaming products and services. Our business operations depend on secure transmission and other data and video
processing over the internet and interconnected systems. Malicious technology-related events, such as cyberattacks, computer hacking,
computer viruses, ransomware, worms, and other destructive or disruptive software and other attempts to access confidential or personal
data, denial of service attacks, and other malicious activities, are becoming increasingly diverse and sophisticated. These events are
rising worldwide, highlighting the need for continual and effective cybersecurity awareness and education. Our business, which involves
the collection, use, transmission, and other distribution of data and video, may make us and our clients and business partners attractive
targets of hackers, denial of 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,
misuse, loss, corruption, inaccessibility, or destruction of this data (including personal, confidential and sensitive information),
unavailability of services, or other adverse events. In the past, we have faced cyber-attacks of this nature, and we expect to continue
to face such attacks in the future. Some of these attacks have been successful, 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 sensitive information, and general data (including personal information).

 Data
breaches and improper use of social media by employees and others may risk sensitive data, such as personal information, strategic plans,
and trade secrets, being exposed to third parties or the public. Any such breaches or breakdowns could expose us to legal liability,
be expensive to remedy, result in a loss of our or our clients' or vendors' proprietary information, and damage our reputation.
Efforts to develop, implement, and maintain security measures are costly, may not successfully prevent these events from occurring, and
may require ongoing monitoring and updating as technologies and cyberattack techniques change frequently or are not recognized until
they are successful.

 Furthermore,
computer malware, viruses, hacking, and phishing attacks have become more prevalent in our industry and may occur in future systems.
Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain
performance, reliability, security, and availability of our products and technical infrastructure to the satisfaction of our users may
harm our reputation and our ability to attract and retain customers.

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

 New
technological innovations generally require a substantial investment before they are commercially viable. We intend to continue to make
significant investments in developing new products and technologies, and it is possible that our development efforts will not be successful
and that our latest technologies will not result in meaningful 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, protect our intellectual property, 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 products and technologies and products currently under development obsolete and unmarketable. If we fail to anticipate
or respond 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 damaged.

 Adopting
and implementing such regulations could decrease demand for our products, increase the cost of building and selling them, impact our
ability to ship products into affected areas, and reduce our ability to recognize revenue on time. Any of these impacts could have a
material adverse effect on our business, financial condition, 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, 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.

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

 A
portion of our business is derived from military and government markets. The military and government market largely depends on government
budgets and is subject to governmental appropriations. Although multi-year contracts may be authorized with major procurements, funds
are generally appropriated on a fiscal-year basis, even though a program may be expected to continue for several years. Consequently,
programs are often only partially funded, and additional funds are committed if further appropriations are made. We cannot assure you
that maintenance of 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 financial position and the results
of operations. 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
potential customers for our communication and surveillance products and solutions will likely include the U.S. Government or Government-related
entities subject to congressional appropriations. Reduced funding for military and government procurement and research and development
programs would likely adversely impact our ability to generate revenues.

 We
anticipate that a portion of our revenue will be derived from our communication, surveillance, and satellite products and solutions,
at least in the foreseeable future, from U.S. Government and Government-related entities, including the U.S. Department of Defense and
other departments and agencies. Government programs where we may seek to participate and contracts for our products must compete with
different programs for consideration during Congress' budget and appropriations hearings. They may be affected by political power
changes, appointments, general economic conditions, and other factors beyond our control. A government closure 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 could negatively
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.

 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 in the private sector. We must comply
with laws and regulations relating to the formation, administration, performance, and pricing of contracts with government entities,
including U.S. federal, state, and local governmental bodies.

 Government
entities often require highly specialized contract terms that may differ from our standard arrangements. Government entities frequently
impose complicated compliance requirements, require preferential pricing or "most favored nation" terms and conditions, or
are otherwise time-consuming and expensive. Compliance with these exceptional standards or satisfaction with such requirements could
complicate our efforts to obtain business or increase costs. Even if we meet these standards or conditions, the increased costs of providing
our solutions to government customers could harm our margins.

 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
failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on our operations.

 We
are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), and other anti-corruption, anti-bribery,
and anti-money laundering laws in the jurisdictions in which we do business, both domestically and abroad. These laws generally prohibit
us and our 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 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 of foreign countries might attempt to regulate our products or levy sales or other
taxes relating to our activities. In addition, 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 States may be affected
by changes in trade protection laws, policies and measures, 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 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 approval,
or changes to the regulations, could make it difficult or impossible to sell to foreign customers in some countries and could adversely
affect our revenue. In addition, we could be subject to fines and penalties for violating these export regulations if found in violation.
Such violation could result in penalties, including prohibiting us from exporting our products to one or more countries, and could materially
and adversely affect our business.

 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 or regulations apply directly to access to or commerce on intellectual property
networks. Still, future regulations could include sales taxes, tariffs in previously unregulated areas, and provider access charges.
We could 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 aspects of fixed broadband networks and wireless networks. These regulations might impact service providers
and 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 market and networking and security equipment requirements.

 Environmental regulations concerning electronic equipment manufacturing or operations may adversely impact our business and financial
condition. For instance, the European Union has adopted electronic waste, e-waste, e-scrap, or electrical and electronic equipment waste,
Restriction of the Use of Certain Hazardous Substances, Registration, Evaluation, Authorization, and Restriction of Chemicals. Furthermore,
some governments have regulations prohibiting government entities from purchasing security products that do not meet specified indigenous
certification criteria, even though those criteria may conflict with accepted international standards. Similar laws are in effect or under
consideration in several jurisdictions where we do business.

 Adopting and implementing such regulations could decrease demand for our products, increase the cost of building and selling them, impact
our ability to ship products into affected areas, and reduce our ability to recognize revenue on time. Any of these impacts could have
a material adverse 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 the our business operations.

 Our
products may be subject to governmental regulations in a variety of jurisdictions. Our technology and products must comply with these
regulations and many industry standards to achieve and maintain market acceptance. In the United States, our technology and products
must comply with various FCC rules and others. We may also have to comply with similar international regulations. For example, our wireless
communication products operate through the transmission of radio signals, and radio emissions are subject to regulation in the United
States and other countries in which we intend to do business. In the United States, various federal agencies, including the Center for
Devices and Radiological Health of the Food and Drug Administration, the FCC, the Occupational Safety and Health Administration, and
various state agencies, have promulgated regulations that 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, and
chemical substances and use standards.

 As
these regulations and standards evolve, and if new rules or standards are implemented, we may be required to modify our technology or
products or develop and support new versions. Our compliance with these regulations and standards may become more burdensome. The failure
of technology or our products to comply, or delays in compliance with the various existing and evolving industry regulations and standards,
could prevent or delay the introduction of our technology or products, harming our business. End-customer uncertainty regarding future
policies may also affect demand for communications products, including our products. Moreover, channel partners or end customers may
require us, or we may otherwise deem it necessary or advisable, to alter our technology or products to address actual or anticipated
changes in the regulatory environment. Our inability to change our technology or products to address these requirements and any regulatory
changes may adversely affect our business, operating results, and financial condition.

 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 States and various foreign governments have imposed controls, export license requirements, and restrictions on importing or exporting
some technologies, especially encryption technology. Also, governmental agencies have occasionally proposed additional regulation of
encryption technology, such as requiring certification, notifications, review of source code, or the escrow and governmental recovery
of private encryption keys. For example, Russia and China recently have implemented new requirements for encryption products, and India
has imposed certain warranties and other 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 sales prospects and adversely affect our revenue expectations. 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.

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

 In
recent years, the FCC and foreign regulatory 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 the effects of radiofrequency
emissions may discourage the 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, hearing aids, and medical devices. Concerns have also been expressed over the possibility of safety risks due to a lack
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
Related to our Common Stock

 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 contain provisions that
could delay or prevent a change in our Vislink Technology Inc.'s control. These provisions could also make it more difficult for
stockholders to elect directors and take other corporate actions. These provisions include:

 authorizing
 the Board to issue, without stockholder approval, preferred stock with rights senior to those of our common stock; and

 they
 require advance notification of stockholder nominations and proposals.

 Also,
the provisions of Section 203 of the DGCL govern us. These provisions may prohibit large stockholders, particularly those owning 15%
or more of our outstanding voting stock, from merging or combining with us for a specific time without our Board's consent. 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 of our common stock, and result in the market price
of our common stock being lower than it would be without these provisions.

 We
acknowledge material weaknesses in our internal controls and procedures over financial reporting and have determined that our disclosure
controls were ineffective. In the future, we may identify additional material weaknesses that may cause us to fail to meet our reporting
obligations, including timeliness, or result in material misstatements of our financial statements. If we fail to remediate our material
weaknesses or implement adequate controls and procedures for our financial reporting, our ability to accurately and timely report our
financial results could be adversely affected, which would likely adversely affect the value of our common stock.

 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 designing and implementing measures to improve our internal control over financial reporting and disclosure controls to remediate
the material weaknesses related to our financial reporting as of December 31, 2023. As a result, until we can remediate this situation,
there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting
will not result in errors in our financial statements, which could lead to a restatement of those financial statements.

 We
are in the process of affecting the following:

 additional
 review procedures within our accounting and finance department,

 implementation
 of application controls in our accounting system, and

 implementation
 of suitable accounting controls and processes.

 If
we cannot conclude on an 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 may not issue an unqualified
opinion or cause us to be untimely concerning our reporting obligations. If we cannot conclude that we have effective internal control
over financial reporting and disclosure controls, investors could lose confidence in our reported financial information, which could
have a material adverse effect on the trading price of our common stock. Failure to remedy any 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.

 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
Common stock trading price could be highly volatile and subject to wide fluctuations in response to various factors, including factors
beyond our control. These factors include those discussed in the other "Risk Factors" section of this Report on Form 10-K.

 Also,
the stock markets 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 the market price was volatile, holders of
that stock sometimes instituted securities class action litigation against the issuer. If any of our stockholders were to bring such
a lawsuit against us, we could incur substantial costs defending the case, and our management's attention would be diverted from
the operation of our business, which could seriously harm our financial position. Any adverse determination in litigation could also
subject us to significant liabilities.

 Some
companies that have had volatile market prices for their securities have been the target of 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 or activist campaign, it could
result in substantial costs and divert resources and the attention of executive management from our business.

 Our
failure to meet Nasdaq's continued listing requirements could result in our common stock's delisting, which could negatively
impact its market price and liquidity and our ability to access the capital markets.

 Any
Nasdaq action relating to failure to comply with Nasdaq's continued listing requirement, including a formal delisting, could
hurt the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any such
delisting action may materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other
transactions on acceptable terms, or at all. Delisting or potentially delisting from the Nasdaq Capital Market could also have
other negative results, including the potential loss of institutional investor interest and fewer business development opportunities.

 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 reports that industry or financial analysts publish about us or
our business or business sectors. We do not control these analysts. There is no guarantee that analysts will cover our common stock.
The lack of research coverage may adversely affect our market price if analysts do not cover our common stock. In addition, some financial
analysts may 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, or the 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.

 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.

 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 they involve unknown risks and uncertainties that may cause
actual results, performance, 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 assumptions used
to forecast or calculate such guidance or expectations or the occurrence of risks related to our performance and business, including
those discussed in these risk factors. Failure to meet financial guidance or expectations regarding our future performance could
harm our reputation 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 subject to 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 Street Reform and Consumer Protection Act of 2010, the listing requirements
of Nasdaq, and other applicable securities rules and regulations. The Exchange 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, make some activities more difficult, time-consuming, or costly, and increase demand for our systems and
resources.

 As
a result of the disclosure of information filing, our business and financial condition are more visible, which we believe may result
in threatened or actual litigation, 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 claims and the
time and resources necessary to fix them could divert resources from our management and harm 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 and reports that industry or securities analysts may publish
about us, our business, our market, or our competitors. If any analysts who may 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.

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

 Our
goodwill, other intangible assets, and long-lived assets are subject to an impairment test annually and tested whenever events and circumstances
indicate that goodwill, intangible assets, and long-lived assets may be impaired. Any excess goodwill resulting from the impairment test
is written off in the determination period. Intangible assets (other than goodwill and indefinite-lived intangible assets) and other
long-lived assets are generally amortized or depreciated over the useful life of such assets. From time to time, we may acquire 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. 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.

 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 to generally accepted U.S. 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 carrying values of assets, liabilities, equity, revenue, and expenses that are not readily apparent from
other sources. Our operating results may be adversely affected if our assumptions change or circumstances differ from those in our assumptions.
This 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.

 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.

 We
will require additional capital to continue to execute our business plan and advance our research and development efforts. If we raise
additional capital by issuing additional equity securities and exercising outstanding warrants, our stockholders may experience substantial
dilution. We may sell shares of preferred or common stock in one or more transactions at prices that may be at a discount to the then-current
market value of our common stock and on other terms and conditions as we determine from time to time. Any such transaction could result
in substantial dilution of our existing stockholders. If we sell shares of our common stock in more than one transaction, stockholders
who purchase our common stock may be materially diluted by subsequent sales. Such sales could also cause a drop in the market price of
our common stock. The issuance of shares of our common stock in connection with 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 the issuance, or even
potential issuance, of such shares, could hurt the market price of our common stock.

 The
exercise of stock options, warrants, and other securities could cause our stockholders to experience substantial dilution. In addition
to warrants issued in 2018, 2019, and 2020, in February 2021, we issued warrants to purchase up to 454,546 shares of our common stock.
Moreover, holders of our stock options and warrants are likely to exercise them, if ever, when we otherwise could obtain a price for
the sale of our securities that is higher than the exercise price per security of the options or warrants. Such exercises, or the possibility
of such exercises, may impede our efforts to obtain additional financing by selling additional securities or making such financing more
costly. It may also reduce the price of our common stock.

 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 other things, strategic acquisitions, as well as potential opportunistic acquisitions and 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.

 Our
acquisition strategy involves several risks.

 As
we engage in the acquisition discussion with other companies anticipating potential acquisition opportunities, including those that would
be material or could involve businesses with operating characteristics that differ from our existing business operations, it may become
available shortly. We intend to pursue them actively if appropriate acquisition opportunities are available. Acquisitions involve several
unique risks, including:

 failure
 of the acquired business to achieve expected results, as well as the potential impairment of the acquired assets if operating results
 decline after acquisition;

 diversion
 of management's attention;

 additional
 financing, if necessary and available, which could increase leverage and costs, dilute equity, or both;

 the
 potential adverse effect on our financial statements from the increase in goodwill and other intangibles;

 difficulties
 in integrating the operations, systems, technologies, products, and personnel of acquired companies;

 initial
 dependence on unfamiliar supply chains or relatively small supply partners;

 the
 potential loss of key employees, customers, distributors, vendors, and other business partners of the companies we acquire after
 the acquisition;

 the
 high cost and expenses of identifying, negotiating, and completing acquisitions;

 the
 integration of acquisitions requires significant time and resources, and

 risks
 associated with unanticipated events or liabilities.

 These
risks could adversely affect our business, the operating results, and financial condition. Furthermore, the inability to effectively
manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could
negatively impact our earnings and growth.

 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.

 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
possible threat sources and threat events, assess threats based on their potential likelihood and impact, and identify controls that
are in place or necessary to manage and/or mitigate such risks.

 Engage
Third Parties on 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

 We
plan to implement and conduct security assessments of all third-party service providers before engagement and maintain ongoing monitoring
to ensure compliance with relevant cybersecurity standards.

 Risks
from Cybersecurity Threats

 We
have not experienced any material cybersecurity incidents, and the expenses incurred from any security incidents have been
immaterial. However, as discussed under "Risk Factors" in Part I, Item 1A of this Annual Report, cybersecurity threats
pose multiple and potentially material risks to us, including potentially to our results of operations and financial condition. We
rely extensively on information technology systems and could face cybersecurity risk. As cybersecurity threats become more frequent,
sophisticated, and coordinated, it is reasonably likely that we may expend greater resources to continue to modify and enhance
protective measures against such security risks.

 Governance

 Board
of Directors Oversight

 Our
Board of Directors is responsible for exercising oversight of management's identification and management of, and planning for,
risks from cybersecurity threats. While the full Board 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 Audit Committee discusses with management
not less than annually our significant financial risk exposures, including those related to data privacy, data security, and network
security, and management's program to monitor, assess, and control such exposures, including our risk assessment and risk management
policies. The Audit Committee reports to the Board as necessary concerning its activities, including making such reports and recommendations
to the Board as it deems necessary and appropriate.

 Management's
Role in Managing Risk

 Ben
Mann, our Global IT Manager, is responsible for information security, and has 33 years of IT-related work experience. Our Chief Financial
Officer leads our management's efforts to keep the Audit Committee informed regarding on cybersecurity risks and events, and will
provide briefings to the Audit Committee on no less than an annual or ad hoc basis when needed. These briefings encompass:

 evaluation
 of existing cybersecurity risks;

 status
 of ongoing cybersecurity initiatives and strategies, and

 incident
 reports and learnings from cybersecurity events.

 Risk
Management Personnel

 Management's
role in assessing, monitoring, and managing our material cybersecurity risks is primarily the responsibility of our Global IT Manager,
who reports to our CFO. Both the Global IT Manager and CFO rely on third-party experts, including consultants, and cybersecurity
assessors. The Global IT Manager manages vendor work related to cybersecurity and is primarily responsible for the evolving cybersecurity
processes and policies, 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, ransomware, and social engineering 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 privacy requirements, incident reporting, and encryption to secure sensitive information. In addition, we also regularly
perform phishing tests on our employees and update our training plan at least annually. We maintain business continuity and disaster
recovery capabilities to mitigate interruptions to critical information systems and the loss of data and services from natural or artificial
disasters' effects on our physical operations.

 Monitor
Cybersecurity Incidents

 The
Global IT Manager implements and oversees processes for regularly monitoring our IT systems. This includes deploying security measures
to identify potential vulnerabilities. The Global IT Manager runs an incident response plan for a cybersecurity incident. This plan provides
actions to mitigate the impact and long-term strategies for remediation and preventing future incidents.

 Reporting
to the Board of Directors

 The
Global IT Manager regularly informs the CFO of cybersecurity risks and incidents. Furthermore, significant cybersecurity matters and
strategic risk management decisions would be escalated by the CFO to the Audit Committee and the Board of Directors.

 Item
2. Properties

 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 for general business offices, 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,
CA

 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.

 PART
II

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

 Our
common stock shares are listed on the Nasdaq Capital Market under "VISL."

 Holders

 As
of March 29, 2024, 2,448,482 shares of common stock were outstanding, held by 26 shareholders of record.

 Our
transfer agent and registrar is Continental Stock Transfer & Trust Company, 17 Battery Place, 8 th 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.

 Recent
Sales of Unregistered Securities

 None.

 Item
6. Reserved

 Not
applicable.

 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

Technologies, Inc., incorporated in Delaware in 2006, is a global technology business that collects, delivers, manages high-quality,
live video and associated data from the action scene to the viewing screen. We provide solutions for collecting live news, sports, entertainment,
and news events for the broadcast markets. We also furnish the surveillance and defense markets with real-time video intelligence solutions
using various tailored transmission products. 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.

 Live
Broadcast:

 We
deliver an extensive portfolio of solutions for live news, sports, and entertainment industries. These solutions include video collection,
transmission, management, and distribution via microwave, cellular, I.P. (Internet Protocol), MESH, and bonded cellular/5G networks.
We also provide solutions utilizing A.I. (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 hardware components, hosted systems management platforms, related software licenses and ancillary support services.

 Industry-wide
contributors acknowledge our live broadcast solutions. Our equipment is 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
include globally watched international sporting contests, award shows, racing events, and annual music and cultural events.

 Military
and Government:

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

 integrated
 suites of airborne downlink transmitters, receivers, and antenna systems

 data
 and video connectivity for airborne, marine, and ground assets

 UAV
 video distribution

 flexible
 support for COFDM and bonded cellular/5G Networks

 terrestrial
 point-to-point

 tactical
 mobile command

 IP-based,
 high-end encryption, full-duplex, real-time connectivity at extended operating ranges

 high-throughput
 air/marine/ground-to-anywhere uplink and downlink systems

 secure
 live streaming platforms for use in mobile and fixed assets, and

 personal
 portable products

 Military
and Government (continued):

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

 Connected
Edge Solutions:

Mobile Viewpoint (MVP) offers the hardware and software solutions needed to acquire, produce, contribute to, and deliver video over
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

 Ukraine/Russian
Conflict

 The
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.

 We
do not generate revenue from Russia or Ukraine or have a physical presence, employees, or contractors in these countries. The Russian
government's invasion of Ukraine and the resultant sanctions imposed by the U.S., EU, and other governments and international organizations—designed
to inflict severe consequences on the Russian economy—are impacting business continuity, liquidity, and asset values in Ukraine
and Russia. It is difficult to estimate the impact of the ongoing invasion on the global economy, including increased inflation and higher
energy and transportation costs. As a result, the invasion of Ukraine could adversely impact our financial results. Although we do not
presently foresee risks that may affect our Company's liquidity, operating results, and financial reporting, we continue to monitor
developments in Ukraine to assess material adverse effects on our business, financial condition, or results of operations.

 Israel-Hamas
Conflict

 The
conflict between Israel and Hamas affects regional stability and potentially influences global economic and financial markets. While
our Company has no direct operations or revenue from the affected regions, the conflict's implications, such as energy price fluctuations
and supply chain disruptions, could indirectly impact our business.

 The
situation's 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.

 Climate
Change-Related Effects

 Climate
change is an important global issue that presents opportunities and challenges for us, our partners, and our communities. It matters
to us and will likely be driven by changes in physical climate parameters, regulations, public policy, technology, and product demand.

 The
lack of empirical data surrounding the credit and other financial 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 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.

 Further,
the effects of climate change may negatively impact regional and local economic activity, which could adversely affect our customers
and the communities in which we operate. In addition, advocacy groups and the general public are growing concerned that greenhouse gas
emissions and other human activities have caused or will cause significant changes in weather patterns and temperatures and the frequency
and severity of natural disasters.

 While
we seek to mitigate the risks associated with climate change, we recognize inherent climate-related risks regardless of where we conduct
our businesses. Any of our locations may be vulnerable to the adverse effects of climate change. Climate-related events can disrupt our
business, including our customers, and cause us to experience higher attrition, losses, and additional costs to resume operations.

 Income
Taxes

 Under
Section 382 of the Internal Revenue Code of 1986, as amended, or the "Code," a corporation that undergoes an "ownership
change" is, generally, a greater than 50 percentage point change in our equity ownership by certain stockholders or groups of stockholders
and would be subject to limitations on its ability to use its pre-change net operating losses ("NOLs") to offset future taxable
income. Similar rules 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.

 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, and 2022 (in thousands).

 2023

 2022

 Revenue, net

 $
 27,482

 $
 28,131

 Cost of revenue and operating expenses

 Cost of components and personnel

 13,380

 15,204

 Inventory valuation adjustments

 2,930

 General and administrative expenses

 19,376

 18,195

 Research and development

 3,493

 4,058

 Impairment of right-of-use assets

 Amortization and depreciation

 1,261

 1,722

 Total cost of revenue and operating expenses

 38,080

 42,197

 Loss from operations

 (10,598
)

 (14,066
)

 Other income (expenses)

 Unrealized gains on investments held to maturity

 —

 Realized loss on redemption of investments

 (82
)

 —

 Gain on settlement of debt

 —

 Other income

 Dividend income

 —

 Interest income (expense), net

 (38
)

 Total other income

 1,253

 Net loss before income taxes

 $
 (9,345
)

 $
 (13,755
)

 Revenue

 For the fiscal year ending December 31,
2023, revenue decreased to $27.5 million from $28.1 million in the prior year. This approximate 2% decrease is primarily due to
market and operational influences, including shifting consumer preferences that led to diminished demand for specific products and
global economic conditions that curtailed expenditures by our telecommunications customers, directly affecting the
company's revenue streams.

 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
the fiscal year ending December 31, 2023, our cost of components and personnel decreased to $13.4 million from $15.2 million in the previous
year, a reduction of $1.8 million or 12%. This reduction directly results from streamlining our product offerings by discontinuing several
underperforming product lines.

 The
relocation of our Colchester, UK manufacturing division to the United States is also expected to decrease operational expenses by centralizing
manufacturing operations within the United States.

 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.

 Inventory
Valuation Adjustments

 In
the fiscal year ending December 31, 2023, inventory valuation adjustments amounted to $0.5 million, a substantial decrease
from $2.9 million in the prior year. This 83% was due to reduction initiatives to streamline our product portfolio and enhance operational
efficiencies.

 General
and Administrative Expenses

 In
the fiscal year ending on December 31, 2023, our general and administrative expenses increased to $19.4 million from $18.2 million in
the prior year. This escalation of $1.2 million, equivalent to a 7% rise, reflects the Company's strategic initiatives to promote
future growth and expand its operational capacity. The increase includes a $0.4 million rise in rent and utilities, reflecting our
expansion into more efficient and strategically located facilities to support our operations.

 The
expense increase also reflects an additional $0.4 million in professional fees and consulting 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.

 Offsetting
these increases, we spent $0.4 million less on freight and postage and $0.2 million less on advertising, salaries, and benefits. These
reductions were attributable to our ongoing efforts to realign our marketing strategies and optimize logistics and distribution channels
to achieve greater operational efficiency and effectiveness.

 Research
and Development

 For
the 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.

 Despite
the reduction in overall R&D expenditure, we continue to invest in crucial areas of technological development, including advanced
communication solutions and next-generation broadcast technologies. These investments are critical to sustaining our leadership in delivering high-quality live video and associated data capture solutions.

and Depreciation

 For
the fiscal year ending December 31, 2023, our reported amortization and depreciation expenses were $1.3 million, a 24% decrease from
$1.7 million in the previous year. This decrease was primarily due to a reduction in the net book value of intangible assets.

 Net
Loss

 The
decrease in net losses before income taxes from $13.8 million in 2022 to $9.3 million in 2023, representing a 33% reduction, can be
attributed to our efforts in seeking to enhance operational efficiency, reduce costs, and optimize our product portfolio. 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.

 Liquidity
and Capital Resources

 For
the fiscal year ending December 31, 2023, we incurred an operational loss of approximately $10.6 million and utilized $9.7 million in
cash for operating activities. As of December 31, 2023, we had $8.5 million in cash and an investment in Federal bonds (Federal National
Mortgage Association and HSBC bonds) valued at $5.7 million.

 Developments,
including those beyond our control, may cause us to consume our available capital more quickly than we expect. These include
potential economic conditions, including inflation, foreign exchange fluctuations, the markets we compete in or wish to enter,
strategic acquisitions, our market strategy, research and development activities, regulatory matters, and technology and product
innovations. We believe we will have sufficient funds to continue our operations for at least 12 months from the date of filing
these financial statements in our Annual Report.

 Our
cash balances were as follows (in thousands):

 For
 the Years Ended

 2023

 2022

 Cash

 $
 8,482

 $
 25,627

 Cash
Flows

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

 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
)

 Net decrease in cash

 $
 (17,145
)

 $
 (10,604
)

 Operating
Activities

 During 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 efforts aimed at enhancing our market position and preparing 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.

the fiscal year ending December 31, 2022, the Company recorded approximately $9.2 million in net cash outflows for operating activities.
This was mainly due to a reduction of $3.2 million in accounts receivable, $2.1 million in prepaid expenses and other current assets,
and $1.8 million in accrued fees and interest expenses. These outflows were partially balanced by a $3.7 million increase in inventory.
Moreover, the Company reported a net loss of $13.5 million, which included $1.8 million in inventory impairment, $1.7 million in depreciation
and amortization, and $1.1 million in adjustments to inventory valuation.

 Investing
Activities

the year ending December 31, 2023, the Company recorded approximately $6.7 million in net cash used for investing activities to
strengthen its asset portfolio via investments and 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 received from redeeming a portion
of the government bond investments.

the year ending December 31, 2022, the Company recorded approximately $0.5 million in net cash for investing activities, mainly purchasing
furniture and computer equipment.

 Financing
Activities

 In
the year ending December 31, 2023, the Company recorded approximately $0.6 million in net cash for financing activities, mainly due to
principal payments on the Company's Directors and Officers (D&O) insurance policy.

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

 Nasdaq
Compliance

 On
January 11, 2023, we held a special meeting of stockholders (the "Special Meeting"), at which stockholders approved a proposal
to authorize the Board, at its discretion but before the one-year anniversary of the date of the Special Meeting, to implement an amendment
to our certificate of incorporation to effect a reverse stock split of all of the outstanding shares of common stock, at a ratio in the
range of 1-for-2 to 1-for-50.

 On
May 1, 2023, we effected a 1-for-20 reverse stock split (the "Reverse Stock Split"). Upon its effectiveness, every 20
shares of outstanding common stock decreased to one share of common stock. We have retroactively applied the Reverse Stock Split throughout
this Annual Report to all periods presented.

 Off-Balance
Sheet Arrangements

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

Accounting Policies, Estimates, and Judgments

 Our
consolidated financial statements are prepared under U.S. GAAP, which requires us to make estimates, judgments, and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. These policies influence our most significant accounts and
require an understanding of highly uncertain matters or the susceptibility of such matters to change. We consider our policies on business
combinations, asset acquisitions, use of estimates, risks, and uncertainties, revenue recognition, leases, stock-based compensation,
impairment and abandonment, and income taxes as critical due to their significance to our financial statements and the degree of judgment
involved in their application.

 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.

 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.

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.

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.

 Investment
in Debt Securities

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.

 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.

and Equipment

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

and licenses:

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.

 Revenue
Recognition

 We
account for the Company's 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 our customers at an amount that reflects
the consideration we expect to receive. The application of ASC Topic 606 requires us to use more judgment and make more estimates than
under previously issued guidance. Variations in judgments or assumptions about performance obligations or transaction prices could materially
affect the timing and amount of revenue recognized, impacting our financial results.

 The
Company generates all its revenue from contracts with customers. We recognize 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 we expect 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, 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.

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.

 Stock-Based

 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.

 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
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.

 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.

 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.

 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 our design and operation of disclosure controls is ongoing. 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, 2023, our Certifying Officers have concluded
that, as of December 31, 2023, our disclosure controls and procedures were not adequate 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 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
of its inherent limitations, internal control over financial reporting may 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 or procedures may deteriorate.

 As
required by Rule 13a-15(c) under the Exchange Act, our Certifying Officers evaluated the effectiveness of our internal control over financial
reporting 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
as of December 31, 2023, management concluded that such control was 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.

 Notwithstanding
the identified material weakness as of December 31, 2023, management, including the Certifying Officers, believe that the condensed consolidated
financial statements contained in this Annual Report filing reasonably 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

 Although
we have continued our remediation efforts in connection with identified material weaknesses, the material weakness, as discussed above,
has yet to be fully remediated. As we remediate the material weakness in our internal controls, we made changes to our internal controls,
including changes to enhance the supervisory review of our accounting procedures.

 (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 reports were not subject to attestation by our registered public accounting firm, which
permits us to provide only management reports on internal control over financial reporting in this Annual Report.

 Item
9B. Other Information

 On
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 Michael 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:

 A maximum payout
 of 20% per quarter of the annual standard targeted bonus opportunity for Q1 and Q2 2024, respectively;

 A maximum payout of 30%
 per quarter of the annual standard targeted bonus opportunity for Q3 and Q4 2024 respectively; and

 The potential maximum performance
 bonus opportunities will be considered in connection with the review of our audited financial results for 2024 by our Board of Directors
 and our Audit Committee.

 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.

 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 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the

 Item
11. Executive Compensation

 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 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the

 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 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the

 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 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the

 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 Annual Meeting of Stockholders or an amendment to this Annual Report, which we intend to file with the

 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, and 2022, 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, 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

 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.

 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.

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 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.

 TECHNOLOGIES, INC.

 Date:
 April 3, 2024

 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

 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

 Carleton
 M. Miller

 (Principal
 Executive Officer)

 /s/
 Michael C. Bond

 Chief
 Financial Officer

 April

 Michael
 C. Bond

 (Principal
 Financial and Accounting Officer)

 /s/
 Susan G. Swenson

 Chairman
 of the Board of Directors

 April

 Susan
 G. Swenson

 /s/
 Jude T. Panetta

 Director

 April

 Jude
 T. Panetta

 /s/
 Ralph E. Faison

 Director

 April

 Ralph
 E. Faison

 /s/
 Brian K. Krolicki

 Director

 April

 Brian
 K. Krolicki

31, 2023, and 2022

 Page

 Consolidated
 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

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 and 2022, the related consolidated statements of operations, comprehensive loss, change in stockholders' equity and
cash flows for each of the two years in the period ended December 31, 2023, 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 and 2022, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2023 and 2022, 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.

Audit Matters

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

 F- 2

BALANCE SHEETS

 (IN
THOUSANDS, EXCEPT SHARE DATA)

 2023

 2022

 31,

 2023

 2022

 ASSETS

 Current
 assets

 Cash

 $
 8,482

 $
 25,627

 receivable, net

 8,680

 6,007

 Inventories,
 net

 14,029

 12,021

 Investments
 held to maturity

 5,731

 —

 Prepaid
 expenses and other current assets

 1,560

 1,232

 Total
 current assets

 38,482

 44,887

 Right
 of use assets, operating leases

 1,075

 and equipment, net

 1,902

 1,434

 Intangible
 assets, net

 3,866

 4,400

 Total
 assets

 $
 44,992

 $
 51,796

 LIABILITIES
 AND STOCKHOLDERS' EQUITY

 Current
 liabilities

 payable

 $
 3,183

 $
 2,626

 Accrued
 expenses

 1,578

 1,568

 Notes
 payable

 —

 Operating
 lease obligations, current

 deposits and deferred revenue

 1,490

 1,540

 Total
 current liabilities

 6,714

 6,273

 Operating
 lease obligations, net of current portion

 1,107

 Deferred
 tax liabilities

 Total
 liabilities

 8,015

 8,144

 Commitments and contingencies
 (See Note 17)

 -

 -

 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.

 —

 —

 Stockholders'
 equity

 Preferred
 stock, $ 0.00001 par value per share: 10,000,000 shares authorized on December 31, 2023, and 2022, respectively

 —

 —

 stock, $ 0.00001 par value per share, 100,000,000 shares authorized on December 31, 2023, and 2022, respectively:

 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.

 —

 —

 stock value

 —

 —

 Additional
 paid-in capital

 347,507

 345,365

 other comprehensive loss

 ( 1,027
)

 ( 1,337
)

 Treasury
 stock, at cost – 133 shares as of December 31, 2023, and 2022, respectively

 ( 277
)

 ( 277
)

 deficit

 ( 309,226
)

 ( 300,099
)

 Total
 stockholders' equity

 36,977

 43,652

 Total liabilities and stockholders'
 equity

 $
 44,992

 $
 51,796

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

 F- 3

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 (IN
THOUSANDS, EXCEPT NET LOSS PER SHARE DATA)

 2023

 2022

 2023

 2022

 Revenue, net

 $
 27,482

 $
 28,131

 Cost of revenue and operating expenses

 Cost of components and personnel

 13,380

 15,204

 Inventory valuation adjustments

 2,930

 General and administrative expenses

 19,376

 18,195

 Research and development

 3,493

 4,058

 Impairment of right-of-use assets

 Depreciation and amortization

 1,261

 1,722

 Total cost of revenue and operating expenses

 38,080

 42,197

 Loss from operations

 ( 10,598
)

 ( 14,066
)

 Other income (expenses)

 Unrealized gain on investments in debt securities held to maturity

 —

 Realized loss on investments in debt securities

 ( 82
)

 —

 Gain on settlement of debt

 —

 Other income

 Dividend income

 —

 Interest income (expense), net

 ( 38
)

 Total other income

 1,253

 Net loss before income taxes

 ( 9,345
)

 ( 13,755
)

 Income taxes

 Deferred tax benefits

)

)

 Dividends

 —

 ( 20
)

 Net loss attributable to common shareholders

 $
)

 $
 ( 13,560
)

 Net loss per share attributable to Common Shareholders:

 Basic and diluted loss per share

 $
 ( 3.83
)

 $
 ( 5.81
)

 Weighted average number of shares outstanding:

 Basic and diluted

 2,381

 2,335

 Comprehensive loss:

 $
)

 $
)

 Unrealized gain on currency translation adjustment

 1,040

 Comprehensive loss

 $
 ( 8,817
)

 $
 ( 12,500
)

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

 F- 4

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 (IN
THOUSANDS, EXCEPT SHARE DATA)

 Series
 A

 Additional

 Other

 Preferred
 Stock

 Stock

 Paid
 In

 Comprehensive

 Treasury

 Shares

 Amount

 Shares

 Amount

 Capital

 Income
 (Loss)

 Stock

 Deficit

 Total

 January 1, 2022, *

 —

 $
 —

 2,287,651

 $
 —

 $
 343,746

 $
 ( 297
)

 $
 ( 277
)

 $
 ( 286,539
)

 $
 56,633

 —

 —

 —

 —

 —

 —

 —

)

)

 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:

 of accounts payable vendor balance

 —

 —

 3,870

 —

 —

 —

 —

 of withholding tax upon conversion of restricted stock units

 —

 —

 17,889

 —

 —

 —

 —

 —

 —

 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

 —

 —

 —

 —

 —

 —

 —

)

)

 Unrealized gain on currency
 translation adjustment

 —

 —

 —

 —

 —

 —

 —

 Elimination of Series A Preferred
 Stock

 ( 47,419
)

 —

 —

 —

 —

 —

 —

 —

 —

 Issuance of common stock in
 connection with:

 awards for services previously accrued

 —

 —

 10,000

 —

 —

 —

 —

 of withholding tax upon conversion of restricted stock units

 —

 —

 14,193

 —

 —

 —

 —

 —

 —

 with the conversion of restricted stock unit awards

 —

 —

 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

 *

 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

STATEMENTS OF CASH FLOWS

 (IN
THOUSANDS)

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Cash flows used in operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Gain on settlement of debt

 —

 ( 46
)

 Unrealized gain on investments in debt securities

 —

 Realized loss on investments in debt securities

 ( 82
)

 —

 Accretion of bond discount

 —

 Stock-based compensation

 1,942

 1,565

 Stock issuance commitments

 —

 Provision for bad debt

 Recovery of bad debt

 ( 10
)

 ( 517
)

 Inventory valuation adjustments

 2,930

 Amortization of right-of-use assets, operating assets

 Impairment of right-of-use assets

 Depreciation and amortization

 1,261

 1,722

 Deferred tax benefits

 ( 218
)

 ( 215
)

 Changes in assets and liabilities

 Accounts receivable

 ( 2,666
)

 3,197

 Inventory

 ( 2,185
)

 ( 3,731
)

 Prepaid expenses and other current assets

 1,897

 Accounts payable

 ( 347
)

 Accrued expenses and interest expense

 ( 1,780
)

 Accrued directors' compensation

 ( 8
)

 —

 Operating lease liabilities

 ( 344
)

 ( 506
)

 Deferred revenue and customer deposits

 ( 342
)

 ( 558
)

 Net cash used in operating activities

 ( 9,748
)

 ( 9,419
)

 Cash flows used in investing activities

 Cash used for investment in securities held to maturity

 ( 15,473
)

 —

 Cash used in asset acquisition

 ( 269
)

 —

 Proceeds for bond redemption

 9,740

 —

 Cash used for property and equipment

 ( 698
)

 ( 466
)

 Net cash used in investing activities

 ( 6,700
)

 ( 466
)

 Cash flows used in financing activities

 Principal payments made on D & O notes payable

 ( 607
)

 ( 765
)

 Net cash used in financing activities

 ( 607
)

 ( 765
)

 Effect of exchange rate changes on cash

 ( 90
)

 Net decrease in cash

 ( 17,145
)

 ( 10,604
)

 Cash and cash equivalents, beginning of the period

 25,627

 36,231

 Cash and cash equivalents, end of the period

 $
 8,482

 $
 25,627

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

 F- 6

STATEMENTS OF CASH FLOWS (continued)

 (IN
THOUSANDS)

 Years Ended December 31

 2023

 2022

 Supplemental disclosure of cash payments:

 Cash paid during the period for interest

 $

 $

 Supplemental disclosure of non-cash information:

 Notes payable recognized on D & O Insurance policy (Note 15)

 $

 $

 Issuance of shares of Series A Preferred Stock as dividends for common stock shareholders

 $
 —

 $

 Common stock issued in connection with:

 Board compensation awards previously accrued

 $

 $

 Settlement of amounts due accounts payable

 $
 —

 $

 ROU assets and operating lease obligations recognized (Note 16):

 Operating lease assets recognized

 $

 $
 —

 Less: non-cash changes to operating lease assets amortization

 amortization

 ( 375
)

 ( 201
)

 impairments

 ( 83
)

 ( 43
)

 loss on lease impairments

 ( 88
)

 ROU assets and operating lease obligations
 recognized

 $
 ( 375
)

 $
 ( 332
)

 Operating lease liabilities recognized

 $

 $
 —

 Less: non-cash changes to operating lease liabilities accretion

 ( 469
)

 ( 506
)

 Operating lease liabilities recognized

 $
 ( 344
)

 $
 ( 506
)

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

 F- 7

 NOTES

 NOTE
1 — NATURE OF OPERATIONS

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 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 tailored transmission products. Our team also offers professional and technical services utilizing a staff
of technology experts with decades of applied knowledge and real-world experience in terrestrial microwave, fiber optic,
surveillance, and wireless communications systems, delivering a broad spectrum of customer solutions.

 Live
Broadcast:

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

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

 Military
and Government:

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

 integrated
 suites of airborne downlink transmitters, receivers, and antenna systems

 data
 and video connectivity for airborne, marine, and ground assets

 UAV
 video distribution

 flexible
 support for COFDM and bonded cellular/5G Networks

 terrestrial
 point-to-point

 tactical
 mobile command

 IP-based,
 high-end encryption, full-duplex, real-time connectivity at extended operating ranges

 high-throughput
 air/marine/ground-to-anywhere uplink and downlink systems

 secure
 live streaming platforms for use in mobile and fixed assets, and

 personal
 portable products

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, 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.

 F- 8

 NOTES

 NOTE
1 — NATURE OF OPERATIONS (continued)

 Connected
Edge Solutions:

 Our Mobile Viewpoint Technologies (MVP) offers the hardware and software solutions needed to acquire, produce, contribute to, and deliver video over 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

 NOTE
2 — LIQUIDITY AND FINANCIAL CONDITION

 For
the fiscal year ending December 31, 2023, we incurred a net
loss of approximately $ 10.6 million and utilized $ 9.7 million in cash for operating activities. The Company
maintained a working capital of $ 31.8 million, alongside $ 8.5 million in cash, against $ 309.2 million in accumulated deficits.

 Developments, including those beyond our control, may cause us to consume our available capital more quickly than
we expect. These include potential economic conditions, including inflation, foreign exchange fluctuations, the
markets we compete in or wish to enter, strategic acquisitions, our market strategy, research and development activities, regulatory matters,
and technology and product innovations. We believe we will have sufficient funds to continue our operations for at least 12 months from
the date of filing these financial statements in our Annual Report.

 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 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.

 F- 9

 NOTES

 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 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. The Company has eliminated all intercompany accounts and transactions upon consolidating the
Company's 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.

 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.

 Risks
and Uncertainties

 The future impacts of the Russia-Ukraine war and the Israel-Hamas conflict, as well as their residual effects, include economic uncertainty,
an inflationary environment, currency fluctuations, disruption within the global supply chain, and labor markets worldwide industries,
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 revenue, 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 of our efforts to
mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness,
and other developments. We monitor the circumstances mentioned above to assess direct material adverse effects on our business, financial
condition, or results of operations. Therefore, these impacts may change accounting estimates and assumptions over time. Interim period
results are not necessarily indicative of the expected results for the full fiscal year.

 F- 10

 NOTES

 NOTE

 Allowance
for Credit Losses

 In
June 2016, the FASB established Topic 326, Financial Instruments—Credit Losses, Measurement of Credit Losses on Financial Instruments
(ASU) No. 2016-13, 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.

 Cash
and Cash Equivalents

 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.

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

 NOTES

 NOTE

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.

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.

 Investment
in Debt Securities

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.

 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.

 F- 12

 NOTES

 NOTE

 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.

and Equipment

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 and repairs
and maintenance are recognized in the expenses as incurred.

 Intangible

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 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. An independent
third-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.

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, where applicable, based on limited historical data, required revisions to the estimated warranty liability
will occur.

 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.

OF PRODUCT WARRANTY LIABILITY

 Reserve

 2021

 $
 131,000

 reserve expense

 98,000

 claims settled and true-up of accrual.

 ( 117,000
)

 December 31, 2022

 $
 112,000

 reserve expense

 432,000

 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

 NOTES

 NOTE

 Revenue
Recognition

 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 with revenue-producing
activities are excluded from income.

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.

 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.

 F- 14

 NOTES

 NOTE

 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. No lease and non-lease components are separated for all of the Company's real estate contracts.

 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 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.

 Stock-Based

 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.

 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.

 F- 15

 NOTES

 NOTE

 Stock-Based
Compensation (continued)

 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.

 Impairment
and Abandonment

 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, 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- 16

 NOTES

 NOTE

 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 in which little or no market data exists, requiring an entity to develop its assumptions.

 F- 17

 NOTES

 NOTE

 Fair
Value of Financial Instruments and Fair Value Measurements (continued)

 Our
financial instruments include cash equivalents, investments, accounts receivable, prepaid expenses and other assets, accounts
payable, accrued expenses, and short-term 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 in nature 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.

 Redeemable
Preferred Stock

 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:

 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.

 F- 18

 NOTES

 NOTE

 Recently
Issued Accounting Pronouncements (continued)

 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, the Company has 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, the Company inherently met the updated disclosure requirements
of ASU 2023-07 without needing 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 the Company formally adopted ASU 2023-07, the Company remained 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.

 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):

 SCHEDULE OF ANTI-DILUTIVE POTENTIAL COMMON STOCK EQUIVALENTS EXCLUDE FROM CALCULATION OF LOSS PER SHARE

 2023

 2022

 For

 31,

 2023

 2022

 Anti-dilutive potential common
 stock equivalents excluded from the calculation of loss per share:

 Stock
 options

 Warrants

 Total

 F- 19

 NOTES

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

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

 SCHEDULE OF FOREIGN EXCHANGE AND CHANGE IN ACCUMULATED COMPREHENSIVE INCOME

 2023

 2022

 2023

 2022

 Net foreign exchange transactions:

 (Gains) Losses

 $
 49,000

 $
 24,000

 Accumulated comprehensive income:

 Unrealized (gains) losses on currency translation adjustment

 $
 ( 310,000
)

 $
 1,040,000

 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 – 1.273840 to $ 1.00; 1.105890 to $ 1.00

 The
 average exchange rate for the year ended December 31, 2023 – 1.243463 to $ 1.00; 1.081317 to $ 1.00

 As
 of December 31, 2022 – 1.208970 to $ 1.00; 1.069850 to $ 1.00

 The
 average exchange rate for the year ended December 31, 2022 – 1.236579 to $ 1.00; 1.052082 to $ 1.00

 NOTE
6 — CASH AND CASH EQUIVALENTS

 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. The following table illustrates the
Company's cash and cash equivalents:

 SCHEDULE OF CASH AND CASH EQUIVALENTS

 2023

 2022

 For

 31,

 2023

 2022

 Cash on hand

 $
 1,776,000

 $
 25,627,000

 Federally insured money market
 mutual funds

 6,706,000

 —

 Total
 cash and cash equivalents

 $
 8,482,000

 $
 25,627,000

 NOTE
7 — INVESTMENTS

 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

 NOTES

 NOTE
7 — INVESTMENTS (continued)

 The
Company identified these transactions as investments in debt securities. It applies the guidance under ASC Topic 320, "Investments
in debt securities," and for interest income guidance under ASC Topic 310-20, "Receivables." As of December 31, the
abovementioned investments have a stated maturity of one year or less. Management intends to treat these investments as held to maturity.

 The
Company's investments held to maturity are as follows as of December 31, 2023:

 SCHEDULE OF INVESTMENTS HELD TO MATURITY

 Amortized
 Cost

 Unrealized
 Gains

 Unrealized
 Losses

 Fair
 Value

 Federal Bonds

 $
 5,663,000

 $
 68,000

 $
 —

 $
 5,731,000

 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 on a recurring basis on December 31, 2023, and 2022, consistent with the fair value hierarchy
provisions. The asset impairment is a non-recurring level 3 measurement.

 SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

 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, 2023:

 Bonds Held to Maturity

 $
 —

 $
 5,731,000

 $
 —

 $
 5,731,000

 Right
 of use asset impairment

 —

 —

 83,000

 83,000

 $
 —

 $
 5,731,000

 $
 83,000

 $
 5,814,000

 Liabilities

 $
 —

 $
 —

 $
 —

 $
 —

 December 31, 2022:

 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

 NOTES

 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:

 SCHEDULE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

 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

 NOTE
10 — ACCOUNTS RECEIVABLE

receivable consist of the following:

OF ACCOUNTS RECEIVABLE

 2023

 2022

 2023

 2022

 Accounts receivable

 $
 9,389,000

 $
 6,680,000

 Allowance for doubtful accounts

 ( 709,000
)

 ( 673,000
)

 Net accounts receivable

 $
 8,680,000

 $
 6,007,000

the years ended December 31, 2023, and 2022, the Company incurred bad debt expenses of $ 25,000 and $ 21,000, respectively. Additionally,
for the years ended December 31, 2023, and 2022, we experienced bad debt recoveries of $ 10,000 and $ 517,000, respectively.

 NOTE
11 — INVENTORIES

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

OF INVENTORIES

 2023

 2022

 2023

 2022

 Raw materials

 $
 12,890,000

 $
 12,038,000

 Work-in-process

 1,458,000

 1,474,000

 Finished goods

 5,599,000

 4,460,000

 Sub-total inventories

 19,947,000

 17,972,000

 Less reserve for slow-moving and excess inventory

 ( 5,918,000
)

 ( 5,951,000
)

 Total inventories, net

 $
 14,029,000

 $
 12,021,000

 Inventory
valuation adjustments consist primarily of written-off items due to obsolescence or reserved for slow-moving or excess inventory. The
Company recorded inventory valuation adjustments of $ 487,000 and $ 1,143,000 as of December 31, 2023, and 2022, respectively. Additionally,
under the Company's product rationalization program, management eliminated specific product lines impairing $- 0 - and $ 1,787,000
of inventory as of December 31, 2023, and 2022, respectively.

 F- 22

 NOTES

 NOTE
12 — PROPERTY AND EQUIPMENT

and equipment consist of the following:

OF PROPERTY AND EQUIPMENT

 (Years)

 2023

 2022

 For

 Useful
 Life

 31,

 (Years)

 2023

 2022

 Cost:

 Furniture
 and fixtures

 1 – 10

 $
 347,000

 $
 308,000

 Leasehold
 improvements (a)

 1 – 14

 443,000

 443,000

 Computers,
 software, and equipment

 1 – 11

 3,677,000

 3,016,000

 and equipment, cost

 4,467,000

 3,767,000

 depreciation

 ( 2,565,000
)

 ( 2,333,000
)

 and equipment, net

 $
 1,902,000

 $
 1,434,000

and equipment depreciation amounted to $ 232,000 and $ 201,000 for the years ended December 31, 2023, and 2022, respectively. Additionally,
the Company removed $ 228,000 of fully depreciated leasehold improvement from its records during December 31, 2022, and none for the year
ending December 31, 2023.

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

 NOTE
13 — INTANGIBLE ASSETS

 The
Company continuously monitors operating results, events, and circumstances that may indicate potential impairment of intangible assets.
Management concluded that no triggering events occurred during the 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

 and Licenses

 Trade
 Names & Technology

 Relationships

 Cost

 Cost

 Cost

 Cost

 Net

 31, 2023:

 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

 —

 ( 593,000
)

 —

 —

 —

 ( 138,000
)

 —

 ( 299,000
)

 ( 1,030,000
)

 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

 31, 2022:

 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

 —

 ( 592,000
)

 —

 ( 535,000
)

 —

 ( 137,000
)

 —

 ( 257,000
)

 ( 1,521,000
)

 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

 NOTES

 NOTE
13 — INTANGIBLE ASSETS (continued)

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

 Proprietary
Technology:

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

and Licenses:

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

 Trade
Name, Technology, and Customer Relationships:

 Other
intangible assets are amortized for 3 to 15 years. IMT, Vislink Technologies, Inc., MVP, and Poway acquisitions contributed to developing
these intangible assets, including trade names, technology, and customer lists.

 The
Company has recognized net capitalized intangible costs as follows:

 SCHEDULE OF CAPITALIZED INTANGIBLE COSTS

 2023

 2022

 For

 31,

 2023

 2022

 Proprietary Technology

 $
 726,000

 $
 1,319,000

 Patents and Licenses

 —

 —

 Trade Names and Technology

 922,000

 1,060,000

 Relationships

 2,218,000

 2,021,000

 Net
 capitalized intangible costs

 $
 3,866,000

 $
 4,400,000

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

 SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

 2023

 2022

 For

 31,

 2023

 2022

 Proprietary Technology

 $
 593,000

 $
 592,000

 Patents and Licenses

 —

 535,000

 Trade Names and Technology

 138,000

 137,000

 Relationships

 299,000

 257,000

 of intangible assets

 $
 1,030,000

 $
 1,521,000

 The
weighted average remaining life of the amortization of the Company's intangible assets is approximately 4.9 years. The following
table represents the estimated amortization expense for total intangible assets for the succeeding five years:

 SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE FOR INTANGIBLE ASSETS

 Period ending December
 31,

 2024

 $
 783,000

 2025

 781,000

 2026

 651,000

 2027

 346,000

 2028

 288,000

 Thereafter

 1,017,000

 Intangible assets, estimated amortization expense

 $
 3,866,000

 F- 24

 NOTES

 NOTE
14 — ACCRUED EXPENSES

 Accrued
expenses consist of the following:

 SCHEDULE OF ACCRUED EXPENSES

 2023

 2022

 For

 31,

 2023

 2022

 $
 567,000

 $
 246,000

 Commissions

 106,000

 47,000

 135,000

 112,000

 Accrued expenses other

 770,000

 908,000

 Deferred
 equity

 —

 255,000

 Accrued
 expenses

 $
 1,578,000

 $
 1,568,000

 NOTE
15 — NOTES PAYABLE

 The
table below represents the Company's notes payable as of December 31, 2023, and 2022:

 SCHEDULE OF NOTES PAYABLE

 2023

 2022

 For

 31,

 2023

 2022

 On
April 5, 2022,

 $
 —

 $
 84,000

 On April 5,
 2022, the Company renewed its D & O insurance policy, decreasing the premium to approximately $ 1,037,000, less a down payment
 of $ 194,000, financing the remaining balance of approximately $ 943,000. The loan's terms are nine months at a 2.09 % annual
 interest rate and a monthly principal and interest payment of approximately $ 84,000. The Company recorded interest expense of $ 6,000
 and $- 0 - for the years ended December 31, 2022, and 2021, respectively.

 $
 —

 $
 84,000

 On
 April 5, 2023, the Company renewed its D & O insurance policy, reducing the premium to approximately $ 811,000, less a down payment
 of $ 288,000, financing the remaining balance of approximately $ 523,000. The loan's terms are for nine months at a 6.14 % annual
 interest rate and a monthly principal and interest payment of approximately $ 67,000. Accordingly, the Company recorded interest expenses
 of $ 12,100 and $- 0 - for the years ending December 31, 2023, and 2022, respectively.

 —

 —

 Notes
 payable

 $
 —

 $
 84,000

 NOTE
16 — LEASES

 Aside
from renting office spaces, deployment sites, and storage warehouses, the company leases warehouse facilities internationally and domestically.
As of December 31, 2023, the operating leases exhibit diverse terms and provisions, with lease durations spanning one to four years.
Some individual leases include rent escalation clauses and lease concessions that entail additional rental payments in the latter years
of the lease period. Such contracts are accounted for on a straight-line basis throughout the minimum lease term.

 The
table below lists the location and lease expiration date from 2025 through 2027:

 SCHEDULE OF LEASE OBLIGATIONS ASSUMED

 Location

 Square
 Footage

 Lease-End
 Date

 Approximate
 Future Payments

 Colchester,
 U.K. – Waterside House

 13,223

 Dec

 2025

 $

 502,000

 Lutton,
 UK

 Jan

 2025

 32,000

 Billerica,
 MA

 2,000

 Dec

 2026

 316,000

 Mount
 Olive, NJ

 7,979

 May

 2027

 470,000

 Trivex,
 Singapore

 Aug

 2025

 60,000

 F- 25

 NOTES

 NOTE
16 — LEASES (continued):

 The
following represents lease activity for the year ending December 31, 2023:

 Lutton,
UK

 A
one-year lease for 600 square feet of administrative office space in Lutton, UK, was signed on September 1, 2023, and will run through
 May 31, 2024, at approximately $ 2,100 per month. A two-year lease for 600 square feet was executed at another location and will run from
February 1, 2023, through January 31, 2025, at approximately $ 2,500 per month.

 Dubai,
UAE

 The
Company renewed its lease for 976 square feet of administrative office space in Dubai Studio City, UAE, commencing on July 3, 2023, and
terminating on July 2, 2024, for approximately $ 1,632 monthly.

 Poway,
CA

 Included
in the September 14, 2023, acquisition of assets from Broadcast Microwave Services, LLC (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 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 terminates on October 27, 2023.

 Trivex,
Singapore

 The
Company renewed its lease for 950 square feet of administrative office space commencing on August 10, 2023, and terminating on August
92, 2025, for approximately $ 3,100 monthly.

 The
following represents lease activity for the year ending December 31, 2022:

 Lutton,
UK

 On
April 28, 2022, the Company entered a one-year lease for 600 square feet of administrative office space in Lutton, UK, commencing on
May 3, 2022, and terminating on May 31, 2023, for 1,320 monthly or approximately $ 1,800 per month.

 Dubai,
UAE

 The
Company renewed its lease for 976 square feet of administrative office space commencing on July 3, 2022, and terminating on July 2, 2023,
in Dubai Studio City, UAE, for AED 5,995 or approximately US$ 1,632 monthly.

 F- 26

 NOTES

 NOTE
16 — LEASES (continued):

 The
following represents lease activity for the year ending December 31, 2022 (continued):

 Billerica,
MA

 Management
vacated the Billerica property during the third quarter of the fiscal year 2022. The economic environment of this location precluded
subletting an unoccupied site, and the leased facility was determined to be abandoned. Under ASC 360, leased space abandonment is an
impairment indicator. The Company assessed the lease ROU assets for impairment, recognizing a loss on impairment of right-of-use assets
of approximately $ 88,000.

 The
following table illustrates Right-Of-Use operating lease data recorded for the years ended December 31, 2023, and 2022:

OF RIGHT OF USE OPERATING LEASE DATA

 2023

 2022

 2023

 2022

 Right-of-use assets:

 Cost

 $
 2,385,000

 $
 2,260,000

 Accumulated amortization

 ( 1,643,000
)

 ( 1,185,000
)

 $
 742,000

 $
 1,075,000

 Operating lease liability:

 Current portion

 $
 463,000

 $
 455,000

 Non-current portion

 755,000

 1,107,000

 $
 1,218,000

 $
 1,562,000

 Weighted average discount rate

 9.4
 %

 9.4
 %

 Weighted average remaining term for lease contracts

 2.6 years

 3.4 years

 Lease maturity dates for right-of-use operating leases

 July 2025 to May 2027

 July 2023 to May 2027

 Lease cost:

 Operating lease cost

 $
 435,000

 $
 438,000

 Short-term lease cost

 126,000

 93,000

 Total lease cost

 $
 561,000

 $
 531,000

 Cash paid for lease liabilities:

 Cash flows from operating leases

 $
 643,000

 $
 543,000

 Right-of-use assets obtained in exchange for new operating lease liabilities

 $
 171,000

 $
 —

 Maturities
of our operating lease liabilities were as follows as of December 31, 2023:

 SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

 Amount

 2024

 $
 559,000

 2025

 513,000

 2026

 249,000

 2027

 59,000

 2028

 —

 Thereafter

 —

 Total lease payments

 1,380,000

 Less:
 imputed interest

 162,000

 Present value of lease
 liabilities

 1,218,000

 Less:
 Current lease liabilities

 463,000

 Non-current lease liabilities

 $
 755,000

 F- 27

 NOTES

 NOTE
17 — PREFERRED SHARES

 Preferred
Stock

 In
March 2013, the issuance of up to 10.0 million shares of "Blank Check" preferred stock
with a par value of $ 0.00001 per share received approval from the stockholders of the Company.

 The
following shares were designated as authorized:

 Three
 million shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") on December 31, 2014.

 Three
 million shares of Series B Convertible Preferred Stock ("Series B Preferred Stock") on February 11, 2015.

 Three
 million shares of Series C Convertible Preferred Stock ("Series C Preferred Stock") on February 24, 2015.

 On
February 5, 2016, the Company terminated the Series A Preferred Stock and Series C Preferred Stock and increased the number of designated
shares of Series B Preferred Stock to 5,000,000. The following shares were designated as authorized: Five million shares of Series D
Convertible Preferred Stock ("Series D Preferred Stock") on April 25, 2016. On December 6, 2016, the Company terminated the
Series B Preferred Stock. The following shares were designated as authorized: Five thousand shares of Series E Convertible Preferred
Stock ("Series E Preferred Stock") on December 21, 2016. On November 9, 2022, the Company's Board of Directors (i)
terminated the Series D Preferred Stock and Series E Preferred Stock and (ii) designated the following shares as authorized: 47,500 shares
of new Series A Preferred Stock.

 Series
A Preferred Stock

 On
November 9, 2022, the Company's Board of directors declared a dividend of one one-thousandth of a share of Series A Preferred Stock,
par value $ 0.00001 per share ("Series A Preferred Stock"), for each outstanding share of the Company's common stock,
to stockholders of record on November 21, 2022.

 Each
share of Series A Preferred Stock entitled the holder to 1,000,000 votes per share, and each fraction of a share had a ratable number
of votes. Thus, each one-thousandth share of Series A Preferred Stock was entitled to 1,000 votes. The outstanding shares of Series A
Preferred Stock voted together with the outstanding shares of the Company's common stock as a single class exclusively concerning
the proposal to adopt an amendment to the Company's Certificate of Incorporation, as amended, to reclassify the outstanding shares
of the Company's Common Stock into a smaller number of shares of common stock at a ratio specified in or determined under the terms
of such amendment (the "Reverse Stock Split"). The Series A Preferred Stock was not entitled to vote on any other matter
except to the extent required under the Delaware General Corporation Law.

 The Series A Preferred Stock was not convertible
into, or exchangeable for, shares of any other class, series of stock, or other securities of the Company. The Series A Preferred Stock
had no stated maturity and is not subject to any sinking fund. The Series A Preferred Stock was not restricted to the Company's
redemption or repurchase of shares when there was any arrearage in the payment of dividends or sinking fund installments. The Certificate
of Designation was filed with the Delaware Secretary of State and became effective on November 9, 2022. The holders of Series A Preferred
Stock were not entitled to receive dividends.

 On
January 11, 2023, the Company held a special meeting of stockholders (the "Special Meeting") whereby stockholders voted
on a proposal to authorize the Board, at its discretion, to affect the Reverse Stock Split. All shares of Series A Preferred Stock
that were not present in person or by proxy at the Special Meeting held to vote on the Reverse Stock Split immediately before the
opening of the polls at such meeting (the "Initial Redemption Time") were automatically redeemed in whole, but not in
part, by the Company at the Initial Redemption Time without further action on the part of the Company or the holder of shares of
Series A Preferred Stock (the "Initial Redemption"). Any outstanding shares of Series A Preferred Stock that were not
redeemed according to an Initial Redemption were redeemed in whole but not in part on March 24, 2023 (i) if the Board ordered such
redemption in its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion
or (ii) automatically upon the approval by the Company's stockholders of the Reverse Stock Split at the Special Meeting held
for voting on such proposal ("the Subsequent Redemption").

 Each
share of Series A Preferred Stock redeemed in any redemption described above was redeemed in consideration for the right to receive an
amount equal to $0.00001 in cash for each ten (10) whole shares of Series A Preferred Stock that were "beneficially owned"
by the "beneficial owner" (as such terms are defined in the certificate of designation concerning the Series A Preferred
Stock) thereof as of the applicable redemption time and redeemed under such redemption, payable upon receipt by the Company of a written
request submitted by the relevant holder to the corporate secretary of the Company following the applicable redemption time.

 F- 28

 NOTES

 NOTE
17 — PREFERRED SHARES (continued)

 Series
A Preferred Stock (continued)

 The
Company was not solely in control of the redemption of the shares of Series A Preferred Stock since the holders had the option of deciding
whether to vote in respect of the above-described Reverse Stock Split, which determined whether a given holder's shares of Series
A Preferred Stock were redeemed in the Initial Redemption or the Subsequent Redemption. Since the redemption of the Series A Preferred
Stock was not solely in the control of the Company, the shares of Series A Preferred Stock were classified within mezzanine equity in
the Company's audited consolidated balance sheet. The shares of Series A Preferred Stock were measured at redemption value. The
value of Series A Preferred Stock shares as of December 31, 2023 and 2022, was de minimis.

 Certificate
of Elimination

 On
April 25, 2016, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware, designating 5,000,000
shares out of the Company's authorized but unissued shares of its preferred stock as Series D Convertible Preferred Stock, par
value $ 0.00001 per share.

 On
December 21, 2016, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware, designating 5,000
shares out of the Company's authorized but unissued shares of its preferred stock as Series E Convertible Preferred Stock, par
value $ 0.00001 per share.

 On
November 9, 2022, the Company filed Certificates of Elimination for each of the Series D Preferred Stock and Series E Preferred Stock
with the Secretary of State of the State of Delaware, which, effective upon filing, eliminated all matters outlined in the Certificates
of Designation of Series D Preferred Stock and Series E Preferred Stock previously filed by the Company. According to the Certificates
of Elimination, the shares that were previously designated as Series D Preferred Stock and Series E Preferred Stock resume the status
of authorized but unissued shares of preferred stock, par value $ 0.00001 per share, of the Company, issuable from time to time, in one
or more series, under the Certificate of Incorporation.

 On
March 22, 2023, the Board of Directors of the Company (the "Board") approved a resolution to eliminate the Company's
Certificate of Designation, Preferences, and Rights (the "Certificate of Elimination") of the Series A Preferred Stock, par
value $ 0.00001 per share (the "Series A Preferred Stock"), that was filed with the Secretary of State of the State of Delaware
on November 9, 2022. Upon the effective filing of this Certificate of Elimination, the shares previously designated under the certificate
of designation as Series A Preferred Stock shall resume the status of authorized but unissued shares of the Company's preferred
stock.

 On
March 24, 2023, the Company filed a certificate of elimination (the "Certificate of Elimination") with the Secretary of State
of the State of Delaware for the Series A Preferred Stock. The Certificate of Elimination (i) eliminated the previous designation of
 47,500 shares of Series A Preferred Stock from the Company's Certificate of Incorporation, as amended, none of which were outstanding
at the time of the filing of such Certificate of Elimination, and (ii) caused such shares of Series A Preferred Stock to resume their
status as authorized but unissued and non-designated shares of preferred stock of the Company.

 As
of December 31, 2023, - 0 - shares are authorized, and no Series A Preferred Stock are issued or outstanding.

 F- 29

 NOTES

 NOTE
18 — STOCKHOLDERS' EQUITY

Stock

 The
Company is authorized to issue up to 100,000,000 shares of Common Stock, $ 0.00001 par value per share. As of December 31, 2023, and 2022,
the Company had 2,439,923 and 2,367,362 issued and 2,439,790 and 2,367,229 shares outstanding, respectively.

Stock Activity

 For
 the year ending December 31, 2023

 Issued 10,000 shares of common stock to specific board members as part of a commitment agreement valued at $ 200,000. The
 common stock's value was determined on the agreement's original date.

 Issued
 14,193 shares of common stock as payment of the minimum withholding tax obligation due upon the vesting of shares restricted stock
 units.

 Issued
 48,368 shares of common stock, net of 14,193 shares attributable to withholding tax, upon the exercise of restricted stock units
 under the Company's various stock compensation plans.

 Recognized approximately $ 1,942,000 of stock-based compensation costs associated with outstanding stock options in general
 and administrative expenses offsetting additional capital investments.

 For
 the year ending December 31, 2022

 Issued
 357,778 shares of common stock as payment of the minimum withholding tax obligation due upon the vesting of shares restricted stock
 units.

 Issued
 1,159,044 shares of common stock, net of 357,778 shares attributable to withholding tax, upon the exercise of restricted stock units
 under the Company's various stock compensation plans.

 Under
 the terms of an $ 80,000 consulting agreement, on May 4, 2022, 38,703 shares of common stock were valued at $ 0.81 per share on the
 issuance date with a total value of $ 31,349 in satisfaction of $ 40,000. The value of the common stock issued was based on the fair
 value of the stock at the time of the issuance. On July 19, 2022, 38,703 shares of common stock were valued at $ 0.59 per share on
 the issuance date, with a total value of $ 22,835 in satisfaction of the remaining balance of $ 40,000. The Company recognized a total
 gain on debt settlement of $ 25,816.

 Recognized
 approximately $ 1,565,000 of stock-based compensation costs associated with outstanding stock options recorded in general and administrative
 expenses offsetting additional paid-in capital.

 F- 30

 NOTES

 NOTE
18 — STOCKHOLDERS' EQUITY (continued)

Stock Warrants

the year ended December 31, 2023, 2,666 warrants expired. As of December 31, 2023, these outstanding warrants contained no intrinsic
value. The weighted average exercise price of warrants outstanding on December 31, 2023, is $ 65.10, with a weighted average remaining
contractual life of 2.1 years.

 The
following tables set forth common stock purchase warrants outstanding as of December 31, 2023, and 2022:

 SCHEDULE OF WARRANT OUTSTANDING

 Number of Warrants
 (in shares)

 Exercise
 Price

 Outstanding, December 31, 2021

 460,491

 $
 82.00

 Warrants expired

 ( 1,745
)

 ( 2624.00
)

 Outstanding and exercisable, December 31, 2022

 458,746

 71.60

 Warrants expired

 ( 2,666
)

 ( 1,200.30
)

 Outstanding and exercisable, December 31, 2023

 456,080

 $
 65.10

 SCHEDULE OF WARRANT OUTSTANDING EXERCISE PRICE

 stock issuable upon exercise of warrants outstanding and exercisable

 For
 the year-ending

 For
 the year-ending

 31, 2023

 31, 2022

 Range
 of Exercise Prices

 Warrants
 Outstanding and Exercisable (in shares)

 Average Remaining Contractual Life (years)

 Average Exercise
 Price

 Warrants
 Outstanding and Exercisable
 (in
 shares)

 Average Remaining Exercisable Contractual Life (years)

 Average Exercise
 Price

 $
 65.00

 454,546

 3.11
 yrs

 $
 65.00

 454,546

 3.11 yrs

 $
 65.00

 $
 68.20

 1,500

 1.18
 yrs

 $
 68.20

 1,500

 1.18 yrs

 $
 68.20

 $
 600.00

 1.54
 yrs

 $
 600.00

 1.54 yrs

 $
 600.00

 $
 1,200.00

 —

 —

 $
 —

 2,666

 0.41
 yrs

 $
 1,200.00

 456,080

 3.10
 yrs

 $
 65.10

 458,746

 3.10
 yrs

 $
 71.60

 F- 31

 NOTES

 NOTE
19 — STOCK-BASED COMPENSATION

 Overview

Technologies, Inc. and its subsidiaries ("the Company") leverage stock-based compensation as a strategic tool to attract,
motivate, and retain key personnel. This aligns their interests with those of our shareholders by offering them a stake in the Company's
success. We administer various plans that grant stock options and Restricted Stock Units (RSUs) to our officers, directors, key employees,
and consultants.

 Long-Term
Stock Incentive Plan Awards

 The
Company operates multiple equity incentive plans, including the 2013 Stock Option Plan, 2015 Incentive Compensation Plan, 2016 Incentive
Compensation Plan, and 2017 Incentive Compensation Plan. These plans facilitate the granting of stock options, which may be settled in
shares or net-settled, emphasizing our flexible approach to compensation. The options vest over three years and are exercisable up to
ten years from the grant date.

 Significant
modifications and enhancements have been made to our plans over time to ensure they continue to serve the intended purpose effectively.
This includes the immediate vesting provisions for terminated employees and removing a cap on the annual share awards per participant,
reflecting our adaptability to changing business and operational needs.

 Inducement
Awards

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

 Time-Based
and Performance-Based Stock Option Awards

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

 Time-based
and Performance-Based Restricted Stock Unit Awards ("RSUs")

 The
Company's RSUs are granted under terms that ensure they vest based on time or performance-based criteria. Performance-based awards
are tied to achieving specific financial metrics, aligning employee rewards with the Company's success.

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

 2023
Omnibus Equity Incentive Plan

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

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

 As
shown in the following table, stock-based compensation expense is included in general and administrative costs under the following plans:

OF STOCK BASED COMPENSATION EXPENSE

 Equity-based plans:

 2023

 2022

 Equity-based plans:

 2023

 2022

 Long-term stock incentive plan awards

 $
 —

 $
 1,000

 Time-vested option inducement awards

 181,000

 179,000

 Time-based restricted stock awards

 1,761,000

 1,385,000

 Stock-based compensation expense

 $
 1,942,000

 $
 1,565,000

 F- 32

 NOTES

 NOTE
19 — STOCK-BASED COMPENSATION (continued)

 The
following table illustrates supplementary data under various equity compensation plans:

OF VARIOUS EQUITY STOCK OPTION PLAN

 For

 For

 31,

 31,

 2023

 2022

 2023

 2022

 Quantity

 Quantity

 Quantity

 Quantity

 Long-term
 stock incentive plan awards

 Time-vested
 option inducement awards

 Balance-January
 1, outstanding

 2,250

 $

 1,756.01

 2,496

 $

 1,760.80

 24,725

 $

 12.90

 24,725

 $

 20.20

 Canceled,
 expired, forfeited

 ( 88

)

 ( 1,431.14

)

 ( 246

)

 ( 1,934.00

)

 ( 6,759

)

 ( 8.63

)

 —

 —

 31, outstanding

 2,162

 $

 1,768.46

 2,250

 $

 1,756.01

 17,966

 $

 6.27

 24,725

 $

 12.90

 31, exercisable

 2,162

 $

 1,768.46

 2,250

 $

 1,756.01

 17,592

 $

 27.23

 18,027

 $

 21.13

 compensation expense

 $ —

 $ —

 $ 113,000

 $ 319,000

 amortization period

 0.0
 years

 0.0
 years

 0.1
 years

 1.1
 years

 average remaining contractual life – options outstanding and exercisable

 3.5
 years and 3.5 years

 4.5
 years and 4.5 years

 6.1
 years and 6.1 years

 7.1
 years and 7.1 years

 Intrinsic
 value per share

 $ —

 $ —

 $ —

 $ —

 Range
 of exercise prices

 $ 139.20
 to $ 1,944.00

 $ 139.20
 to $ 1,944.00

 $ 34.20

 $ 19.20
 to $ 34.20

 Performance-based stock option

 inducement awards

 Time-based
 restricted stock awards

 Balance-January
 1, outstanding

 $

 33.12

 $

 33.12

 140,736

 $

 23.09

 39,933

 $

 63.40

 Granted

 —

 —

 —

 —

 53,750

 8.17

 107,053

 20.80

 Canceled,
 expired, forfeited

 —

 —

 —

 —

 ( 19,415

)

 ( 21.48

)

 ( 6,250

)

 ( 13.60

)

 Stock
 units exercised

 —

 —

 —

 —

 ( 48,368

)

 ( 41.58

)

 —

 —

 31, outstanding

 $

 33.12

 $

 33.12

 126,703

 $

 11.92

 140,736

 23.09

 31, exercisable

 —

 $

 —

 —

 $

 —

 30,692

 $

 36.98

 20,794

 $

 66.60

 compensation expense

 $ 414,000

 $ 414,000

 $ 1,511,000

 $ 3,248,000

 amortization period

 1.1
 years

 2.1
 years

 1.6
 years

 2.3
 years

 average remaining contractual life – options outstanding and exercisable

 6.1
 years and 0.0 years

 7.1
 years and 0.0 years

 1.9
 years and 1.7 years

 2.5
 years and 1.4 years

 Intrinsic
 value per share

 $ —

 $ —

 $ —

 $ —

 Range
 of exercise prices

 $ 34.20

 $ 34.20

 $ 5.71
 to $ 72.00

 $ 19.60
 to $ 72.00

 Performance-based
 restricted stock awards

 Balance-January
 1, outstanding

 71,303

 $

 21.01

 63,369

 $

 58.00

 Granted

 5.68

 71,303

 21.00

 Canceled,
 expired, forfeited

 ( 19,649

)

 ( 21.62

)

 —

 —

 Stock
 units exercised

 —

 —

 ( 63,369

)

 ( 58.00

)

 31, outstanding

 64,154

 $

 18.02

 71,303

 $

 21.01

 31, exercisable

 —

 $

 —

 —

 $

 —

 compensation expense

 $ 1,156,000

 $ 1,498,000

 amortization period

 2.1
 years

 2.8
 years

 average remaining contractual life – options outstanding and exercisable

 2.1
 years and 0.0 years

 2.8
 years and 0.0 years

 Intrinsic
 value per share

 $ —

 $ —

 Range
 of exercise prices

 $ 5.80
 to $ 21.00

 $ 21.00

 F- 33

 NOTES

 NOTE
20 — COMMITMENTS AND CONTINGENCIES

 Pension:

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

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

OF MATCHING CONTRIBUTIONS

 For
 the year ended

 31,

 2023

 2022

 Company
 matching contributions - Group Personal Pension Plan, U.K.

 $
 140,000

 $
 166,000

 NOTE
21 — CONCENTRATIONS

Concentration Risk

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. Conversely, during the year ending December 31, 2022, the Company noted sales to a single customer amounting to $ 3,436,000,
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 $ 1,111,000
( 13 %) and $ 1,138,000 ( 19 %), respectively. Each instance surpassed the 10% mark of the Company's total consolidated accounts receivable,
indicating a significant concentration in customer receivables.

 Vendor
Concentration Risk

the fiscal year ending December 31, the Company recorded $ 2,132,000 to a single vendor, exceeding 10 % of the Company's total consolidated
vendor purchases. During the year ending December 31, 2022, there were no instances where the Company's purchases from any single
vendor exceeded 10% of its total annual consolidated inventory purchases.

 However,
on December 31 of 2023 and 2022, the Company recorded accounts payable to a particular vendor at approximately $ 652,000 ( 20 %) and $ 273,000
 ( 10 %), respectively. Each amount exceeded 10% of the Company's total consolidated accounts payable, highlighting a concentration
risk associated with this vendor.

 F- 34

 NOTES

 NOTE
22 – REVENUE

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

OF DISAGGREGATION OF REVENUE

 For

 31,

 2023

 2022

 Primary geographical markets:

 North
 America

 $
 13,501,000

 $
 12,037,000

 South
 America

 528,000

 182,000

 Europe

 6,420,000

 8,958,000

 Asia

 3,354,000

 1,851,000

 Rest
 of World

 3,679,000

 5,103,000

 $
 27,482,000

 $
 28,131,000

 Primary revenue source:

 Equipment
 sales

 $
 24,054,000

 $
 25,667,000

 Installation,
 integration, and repairs

 1,688,000

 1,450,000

 Warranties

 1,740,000

 1,014,000

 $
 27,482,000

 $
 28,131,000

 Long-lived assets:

 United
 States

 $
 2,767,000

 $
 1,970,000

 Netherlands

 20,000

 27,000

 United
 Kingdom

 3,723,000

 4,912,000

 $
 6,510,000

 $
 6,909,000

 NOTE
23 — REBATES

 The
following table represents tax rebates related to the research costs incurred by our U.K. subsidiary, which are included in other income.

OF TAX REBATES

 For

 31,

 2023

 2022

 Total
 tax rebates

 $
 331,000

 $
 271,000

 While
the Company plans to continue filing rebate forms for the 2023 fiscal year, it cannot guarantee that rebates will be available at a similar
level or at all in future years.

 F- 35

 NOTES

 NOTE
24 — GAINS ON SETTLEMENT OF DEBT

 The
following table represents the Company's gains on settlement of debt for the years ending December 31, 2023, and 2022:

 SCHEDULE OF GAINS ON SETTLEMENT OF DEBT

 2023

 2022

 For
 the Years Ended

 31,

 2023

 2022

 On May 4, 2022,
 and July 19, 2022, the Company issued 38,703 shares of common stock on each date with an accumulated value of $ 54,184 in satisfaction
 of an amount payable of $ 80,000

 $
 —

 $
 25,816

 On
 November 21, 2022, the Company settled the dividends payable in the amount of $ 19,916 by issuing 47,419 Series A Preferred shares
 with a zero carrying value.

 —

 19,916

 Gains
 on settlement of debt

 $
 —

 $
 45,732

 F- 36

 NOTES

 NOTE
25 — INCOME TAXES

 The
provision (benefit) for income taxes consists of the following:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFIT)

 2023

 2022

 2023

 2022

 Current tax provision

 $
 —

 $
 —

 State

 4,400

 25,000

 Current income tax expense,
 total

 4,400

 25,000

 Deferred tax provision (benefit)

 ( 982,000
)

 ( 532,000
)

 State

 ( 2,457,000
)

 ( 427,000
)

 Foreign

 ( 1,516,000
)

 ( 978,000
)

 Change in the valuation allowance

 4,737,000

 1,722,000

 Total deferred tax provision (benefit)

 ( 218,000
)

 ( 215,000
)

 Income tax provision

 $
 ( 214,000
)

 $
 ( 190,000
)

 A
reconciliation of the statutory tax rate to the effective tax rate is as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 2023

 2022

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 State and local taxes, net of federal benefit

 1.15

 0.30

 Permanent differences

 0.49

 5.28

 Executive compensation

 0.00

 ( 2.26
)

 Equity compensation

 ( 3.63
)

 ( 11.06
)

 Provision to return

 7.49

 0.00

 DTA adjustment for state NOL

 0.00

 0.00

 Foreign Rate Differential

 1.44

 ( 1.27
)

 Change rate

 27.13

 2.66

 Valuation allowance

 ( 52.73
)

 ( 13.27
)

 Effective tax rate

 2.34
 %

 1.37
 %

 Under
the provisions of ASC 740, the Company may recognize the benefits of uncertain tax positions when it is more likely than not that the
merits of the position(s) will be sustained upon audit by the relevant tax authorities. No uncertain tax positions were taken or expected
on a tax return that would be determined to be an unrecognized tax benefit recorded on the Company's financial statements for the
years ended December 31, 2023, or 2022. The Company does not expect its unrecognized tax benefit position to change during the next twelve
months.

 F- 37

 NOTES

 NOTE
25 — INCOME TAXES (continued)

 Deferred
income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting
purposes and the amounts used for income tax reporting. Significant components of the Company's deferred tax assets are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 For
 the Years Ended

 31,

 2023

 2022

 Deferred Tax Assets

 R&D credit

 $
 3,007,000

 $
 3,007,000

 Inventory

 422,000

 576,000

 Allowance
 for bad debt

 73,000

 72,000

 related

 12,000

 7,000

 Pension

 55,000

 72,000

 Other
 accruals

 34,000

 7,000

 State
 net operating losses

 7,235,000

 4,779,000

 net operating losses

 47,296,000

 44,821,000

 Interest
 disallowance

 1,150,000

 1,151,000

 Stock
 options

 6,995,000

 7,172,000

 Other

 465,000

 296,000

 Valuation
 Allowance

 ( 66,468,000
)

 ( 61,731,000
)

 Total
 Deferred Tax Assets

 276,000

 229,000

 Deferred Tax Liabilities

 and Equipment

 ( 178,000
)

 ( 90,000
)

 Intangibles

 ( 616,000
)

 ( 870,000
)

 Prepaid
 Expenses

 ( 29,000
)

 ( 33,000
)

 Total
 Deferred Tax Liabilities

 ( 822,000
)

 ( 993,000
)

 Net
 Deferred Tax Liability

 $
 ( 546,000
)

 $
 ( 764,000
)

 As
of December 31, 2023, the Company has federal net operating losses ("NOL") of approximately $ 187.3 million that will expire
beginning in 2027. The Company has federal NOLs of approximately $ 30.6 million that may be carried forward indefinitely. The Company
also has state NOL carryforwards of $ 160.9 million, which will expire beginning in 2027. Besides, the Company has foreign NOL carryforwards
of approximately $ 30.6 million that generally do not expire except under certain circumstances. The Company also has research and development
credits of approximately $ 3.0 million, which will begin to expire in 2027. The years that remain open for review by taxing authorities
are 2020 to 2023 for Federal, Foreign, and State Income Tax returns. Finally, the federal and state NOLs and various income tax credits
are subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code, in addition to state provisions, and may not
be able to be fully realized.

 Realizing
the NOL carryforwards and other temporary deferred tax differences is contingent on future taxable earnings. The Company's deferred
tax assets were reviewed for expected utilization using a "more likely than not" approach by assessing the available positive
and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company's
deferred tax assets, as it was determined, based on past and present losses, that it was "more likely than not" that the
Company's deferred tax assets would not be realized. The valuation allowance was increased to the full carrying amount of the Company's
deferred tax assets. In future years, if management determines that the deferred tax assets are "more likely than not" to
be realized, the recognized tax benefits relating to reversing the valuation allowance will be recorded. The Company will continue to
assess and evaluate strategies that enable the deferred tax asset, or portion thereof, to be utilized. It will reduce the valuation allowance
appropriately when it is determined that the "more likely than not" criteria are satisfied.

 The
net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382 and similar state provisions
should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The limitation amount
would be determined based on the company's value immediately before the ownership change, and subsequent ownership changes could
further impact the annual limitation amount. An ownership change under Section 382 may have occurred in the past or could happen in the
future, such that the NOLs available for utilization could be significantly limited. The Company plans to perform a Section 382 analysis
in the future.

 F- 38

 NOTES

 NOTE
25 — INCOME TAXES (continued)

 Effective
for tax years beginning after December 31, 2017, the Tax Act includes a participation exemption system of taxation, which generally provides
for 100% dividends received deduction on certain qualifying dividend distributions received by U.S. C-corporation shareholders from their
10% or more owned foreign subsidiaries. As a result of this new participation exemption system, it is generally anticipated that the
Company should not be subject to additional U.S. federal income taxation on its future receipt of actual dividend income (instead of
deemed inclusion amounts under specific anti-deferral rules) from its foreign subsidiary.

 For
tax years beginning after December 31, 2017, the Tax Act introduced a new limitation on the deduction of interest expense. Current-year
interest deductions are limited (among other restrictions) to 30% of adjusted taxable income, with various modifications and exceptions.
The Company does incur interest expenses and evaluates each year the impact, if any, of the new limitation.

 The
Company has not provided for deferred taxes and foreign withholding taxes on the excess of the financial reporting basis over the tax
basis in our investments in foreign subsidiaries that are nearly permanent in duration. In general, it is the Company's practice
and intention to reinvest our foreign subsidiary's earnings in those operations. Generally, our foreign subsidiary's earnings
have become subject to U.S. taxation based on specific U.S. tax law provisions, such as the recently enacted territorial transition tax
under section 965 and under certain other circumstances. Due to the complexities of the provisions introduced with the Tax Act, and the
underlying assumptions that would have to be made, it is not practicable to estimate the amount of tax provision required to account
for these foreign undistributed earnings. The Company will account for any additional expense or deduction in the year it is claimed.
The Company will continue to review each year whether this treatment is appropriate.

 The
Company did not identify any material uncertain tax positions and is not under any income tax examinations.

 NOTE
26 — RECLASSIFICATION OF PRIOR YEAR PRESENTATION

 For consistency in financial reporting, we've updated the presentation of our prior period financial statements. This involved reclassifying
certain items for the fiscal years ending December 31, 2023, and December 31, 2022, to align with this year's reporting standards. The
adjustments were only for presentation and did not affect our overall financial results.

 NOTE
27 — SUBSEQUENT EVENTS

 Under
ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, and has determined that it does not have any other
material subsequent events to disclose in these financial statements except for the following:

 On February 12, 2024, Vislink Poway, LLC signed a renewal agreement with CPI Apartment Fund 10 LLC for the premises at 13475 Danielson
Street, Suite 100, 130, and 160, Poway, California. The renewal term is set for one year and ten and 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.

 F- 39