Current Report Filing (8-k)
January 10 2019 - 5:25PM
Edgar (US Regulatory)
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): January 8, 2019
VISIUM
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its charter)
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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11325
Random Hills Road, Suite 360
Fairfax,
Virginia 22030
(Address
of principal executive offices, including zip code)
(703)
225-3443
(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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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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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
On
January 8, 2019, Visium Technologies, Inc., a Florida corporation (the “Company”), entered into that certain
securities purchase agreement (the “Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited
liability company (the “Holder”), whereby the Holder purchased from the Company, for a purchase price of $142,500
(the “Purchase Price”) (i) an 8% senior convertible promissory note in the principal amount of $150,000.00 (the “Note”)
convertible into shares of the Company’s common stock (the “Common Stock”); and (ii) a warrant to purchase
250,000 shares of the Company’s Common Stock, exercisable at a price of $0.15, subject to adjustment, per share over the
course of a three year term (the “Warrant”, and together with the Note, the “Securities”). The
Warrant provides for a cashless exercise provision. The closing occurred following the satisfaction of customary closing conditions.
The
Note matures twelve (12) months from the date of issuance and may be prepaid at any time pursuant to the terms of the Note. The
Note is convertible into shares of the Company’s Common Stock at a price of $0.15 per share for the first one hundred eighty
(180) calendar days after the date of issuance (the “Conversion Price”). After the one hundred eightieth (180
th
)
day after the date of issuance, the Conversion Price is then equal to the lower of (i) the Conversion Price or (ii) 65% multiplied
by the lowest traded price of the Common Stock during the ten (10) consecutive Trading Day period (as defined in the Note) immediately
preceding the Trading Day that the Company receives a notice of conversion (the “Alternate Conversion Price”). The
Conversion Price may further be adjusted in connection with the terms of the Note.
The
above descriptions of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety
by the full text of the forms of such documents, which are provided as exhibits 10.1, 10.2 and 4.1, respectively, to this Current
Report on Form 8-K, and are incorporated herein by reference.
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 Securities 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 Securities by the Company; (d) the Securities were not broken down into smaller denominations;
(e) the negotiations for the issuance of the Securities took place directly between the individual and the Company; and (f) the
recipient of the Securities is an accredited investor.
Item
9.01. Financial Statements and Exhibits.
*
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.
Date:
January 10, 2019
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VISIUM
TECHNOLOGIES, INC.
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By:
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/s/
Mark Lucky
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Mark
Lucky
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Chief
Financial Officer
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