Current Report Filing (8-k)
22 1월 2021 - 6:05AM
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 14,
2021
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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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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☐
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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:
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 January 12, 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
$200,000 (the “Principal Amount”) for a purchase price
of $190,000 (the “Purchase Price”). Pursuant to the
Purchase Agreement, the Company issued to the Investor a warrant to
purchase 22,172,949 shares of the Company’s common stock (the
“Warrant”) as a condition to closing. The closing of
the Purchase Agreement occurred on January 14, 2021, with the
Purchase Price funded to the Company on such date.
The Note, which reflects a $10,000 original issuance discount,
bears interest at 8% per year and matures on January 12, 2022 (the
“Maturity Date”). The Note includes an interim payment
of $26,000, payable to the Investor on July 12, 2021. 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 $0.005 per share, subject to adjustment as
provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to 110% of the closing price
of the Company’s common stock on the date of issuance,
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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Description:
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4.1
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Form of Unsecured
Promissory Note issued on January 12, 2021, by Visium Technologies,
Inc.
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4.2
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Form of Warrant
issued on January 12, 2021, by Visium Technologies,
Inc.
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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:
January 21, 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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Visium Technologies (PK) (USOTC:VISM)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Visium Technologies (PK) (USOTC:VISM)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024