Amended Current Report Filing (8-k/a)
December 01 2020 - 09:12AM
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): November 25,
2020
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:
[ ]
Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
☐
Visium Technologies, Inc. (the “Company”), filed
Form 8-K on December 1, 2020 (the “Original Form
8-K”).
This Amendment No. 1 on Form 8-K/A is
being filed to provide inadvertently omitted information under Item
3.02 from the original Form 8-K.
Item 1.01
Entry
into a Material Definitive Agreement
Securities Purchase Agreement and Promissory Note.
On
November 23, 2020, 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 (“Labrys”) pursuant to which Labrys
purchased a self-amortizing promissory note made by the Company in
favor of Labrys (the “Note”) in the principal amount of $150,000
(the “Principal Amount”) for $135,000 in immediately available
funds (the “Purchase Price”). Pursuant to the Purchase Agreement,
the Company issued Labrys 90,000,000 shares of the Company’s common
stock (the “Shares”) as a condition to closing. The closing of the
Purchase Agreement occurred on November 25, 2020, with the Purchase
Price funded to the Company on such date.
The
Note, which reflects a 10% original issuance discount, bears
interest at 12% per year and matures on November 23, 2021 (the
“Maturity Date”). The Note is to be repaid in nine equal
installments in the amount of $16,800 per month, with the first
payment due 90 calendar days from the issuance date of the Note.
The Company has the right to accelerate payments or prepay the Note
in full without prepayment penalty. In the event of default, Labrys
has the right to convert the amount of any missed payment into
shares of the Company’s common stock at the price equal to 105% of
the closing bid price on the day prior to the issuance of such
conversion notice.
The
foregoing descriptions of the SPA and the Note do not purport to be
complete and are qualified in their entirety by reference to the
full text of the SPA and the Note, copies of the forms of which are
filed as Exhibits 10.1 and 4.1, 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.
Section 9- Financial Statements and
Exhibits
Item 9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Set
forth below is a list of exhibits to this Current Report on Form
8-K:
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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 issued on November 23, 2020, by Visium
Technologies, Inc.
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10.1
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Form of
Securities Purchase Agreement, dated November 23,
2020.
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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:
December 1, 2020
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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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