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)
 
Florida
 
000-25753
 
87-04496677
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
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:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
N/A
 
N/A
 
N/A
 
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.
  
Exhibit No.:
Description:
4.1*
Form of Unsecured Promissory Note
4.2*
Form of Warrant
10.1*
Securities Purchase Agreement
 
 * 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.
 
 
 
VISIUM TECHNOLOGIES, INC.
 
 
Date: June 25, 2021
By: 
/s/ Mark Lucky               
 
 
Mark Lucky
 
 
Chief Executive Officer
 
 
 
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