Current Report Filing (8-k)
October 20 2022 - 04:58PM
Edgar (US Regulatory)
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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): October
14, 2022
VISIUM TECHNOLOGIES,
INC.
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(Exact name of Registrant as specified in its charter)
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Florida
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000-25753
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87-0449667
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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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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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:
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 Convertible Promissory Note
On October 14, 2022, Visium Technologies, Inc. a Florida
corporation (the “Company”) entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending
LLC, a Virginia limited liability company (the “Investor”),
pursuant to which the Company issued to the Investor on that date a
10% Convertible Promissory Note (the “Note”) in the principal
amount of $105,000 in exchange for a purchase price of $100,000.
The Note was funded by the Investor on October 14, 2022, and on
such date pursuant to the Purchase Agreement, the Company
reimbursed the Investor for expenses for legal fees and due
diligence of $5,000. The Note proceeds will be used by the Company
for general working capital purposes. The Purchase Agreement
includes customary representations, warranties and covenants by the
Company and customary closing conditions.
The Note matures 12 months after the date of issuance. The Note is
convertible into shares of the Company’s common stock at any time
during the period the Note is outstanding, at a fixed conversion
price of $1.50 within 180 days following the issue date and at a
variable conversion price of 65% multiplied by certain lowest
trading price of the Company’s common stock thereafter.
If Note is paid off in full within 180 days following the
issue date a prepayment percentage of 120% will apply for amounts
owed.
The foregoing descriptions of the Purchase Agreement and the Note
do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement and the
Note, copies 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 9.01 Financial Statements and Exhibits.
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: October 20, 2022
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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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Visium Technologies (PK) (USOTC:VISM)
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