Attached files
| file | filename |
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| EX-4 - FORM OF UNSECDURED PROMISSORY NOTE- LABRYS - VISIUM TECHNOLOGIES, INC. | promnotelabrysvism2021-06.htm |
| EX-4.2 - FORM OF WARRANT - VISIUM TECHNOLOGIES, INC. | warrantlabrysvism2021-061.htm |
| EX-10 - SECURITIES PURCHASE AGREEMENT - VISIUM TECHNOLOGIES, INC. | spalabrysvism2021-0617.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934
Date of Report (Date of earliest event reported): June 21,
2021
VISIUM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Florida
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000-25753
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87-04496677
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4094 Majestic Lane, Suite 360
Fairfax, Virginia 22033
(Address of principal executive offices, including zip
code)
(703) 273-0383
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant
under any of the following provisions:
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☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material
Definitive Agreement
Securities Purchase Agreement and Promissory Note
On June 17, 2021, Visium Technologies, Inc., a Florida corporation
(the “Company”), entered into that certain Securities
Purchase Agreement (the “Purchase Agreement”) with
Labrys Fund, LP, a Delaware limited partnership (the
“Investor”), pursuant to which the Investor purchased a
promissory note made by the Company in favor of the Investor (the
“Note”) in the principal amount of $115,000 (the
“Principal Amount”) for a purchase price of $109,250
(the “Purchase Price”). The Note, which reflects a
$5,750 original issuance discount, bears interest of 8% per year
and matures on June 17, 2022 (the “Maturity Date”). The
Company has the right to prepay the Note in full, including accrued
but unpaid interest, without prepayment penalty provided an event
of default, as defined therein, has not occurred. The Note is
convertible into shares of the Company’s common stock at
conversion price of $0.006 per share, subject to adjustment as
provided therein. The closing of the Purchase Agreement occurred on
June 21, 2021.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant to purchase 7,467,532 shares of the Company’s common stock (the
“Warrant”) as a condition to closing. The Warrant is
exercisable for a term of two-years from the date of issuance, at
an exercise price of $0.0077, subject to adjustment as provided
therein. The Warrants provide for cashless exercise to the extent
that the market price (as defined therein) of one share of the
Company’s common stock is greater than the exercise price of
the Warrant.
The foregoing descriptions of the Purchase Agreement, the Note and
the Warrant do not purport to be complete and are qualified in
their entirety by reference to the full text of the Purchase
Agreement, the Note and the Warrant, copies of the forms of which
are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this
Current Report on Form 8-K and incorporated by reference
herein.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided above in Item 1.01 herein is incorporated
by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities
The applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 3.02.
The issuance of the securities set forth herein was made in
reliance on the exemption provided by Section 4(a)(2) of the
Securities Act for the offer and sale of securities not involving a
public offering. The Company’s reliance upon Section 4(a)(2)
of the Securities Act in issuing the securities was based upon the
following factors: (a) the issuance of the Shares was an isolated
private transaction by us which did not involve a public offering;
(b) there was only one recipient; (c) there were no subsequent or
contemporaneous public offerings of the Shares by the Company; (d)
the Shares were not broken down into smaller denominations; (e) the
negotiations for the issuance of the Shares took place directly
between the individual and the Company; and (f) the recipient of
the Shares is an accredited investor.
Item. 9.01. Financial Statements and Exhibits.
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Exhibit
No.:
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Description:
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4.1*
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Form of
Unsecured Promissory Note
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4.2*
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Form of
Warrant
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10.1*
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Securities
Purchase Agreement
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* filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VISIUM
TECHNOLOGIES, INC.
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Date:
June 25, 2021
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By:
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/s/ Mark
Lucky
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Mark
Lucky
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Chief
Executive Officer
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