Current Report Filing (8-k)
30 9월 2021 - 1:37AM
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): September 27,
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
On September 27, 2021, Visium Technologies, Inc., a Florida
corporation (the “Company”) entered into a securities
purchase agreement (the “Purchase Agreement”) with a
single institutional investor (the “Purchaser”)
resulting in the raise of $750,000 in gross proceeds to the
Company. Pursuant to the terms of the Purchase Agreement, the
Company agreed to sell, in a registered director offering, an
aggregate of 150,000,000 shares (the “Shares”) of the
Company’s common stock, par value $0.0001 per share (the
“Common Stock”) at a purchase price of $0.005 per Share
(the “Offering”). The Offering closed on September 27,
2021.
Network1 Financial Securities, Inc. acted as the sole placement
agent (the “Placement Agent”) for the Company in
connection with the Offering. Pursuant to that certain Placement
Agency Agreement, dated as of August 18, 2021, between the Company
and the Placement Agent (the “Placement Agency
Agreement”), the Placement Agent is entitled to a cash fee
equal to $52,500.
The Company estimates that net proceeds to the Company from the
Offering will be approximately $687,500 after deducting estimated
expenses payable by the Company. The Company intends to use the net
proceeds from this offering for fees and expenses associated with
application to the OTCQB Marketplace operated by OTC Markets Group
Inc. and working capital and general corporate
purposes.
The Shares will be issued to the Purchaser in a registered direct
offering pursuant to which the Shares will be registered under the
Securities Act of 1933, as amended, pursuant to a prospectus
supplement to the Company’s currently effective registration
statement on Form S-3 (File No. 333-255146), which was initially
filed with the Securities and Exchange Commission (the
“SEC”) on April 9, 2021, and was declared effective on
April 15, 2021 (the “Shelf Registration Statement”). A
Prospectus Supplement for the closing was filed on September 27,
2021 and is available on the SEC’s website
athttp://www.sec.gov.
The
foregoing descriptions of the Purchase Agreement and Placement
Agency Agreement do not purport to be complete and are qualified in
their entirety by reference to the Purchase Agreement and Placement
Agency Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K.
The
Company is filing the opinion of its counsel, Lucosky Brookman LLP,
relating to the legality of the issuance and sale of the Shares as
Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference
and into the Shelf Registration Statement.
Item. 9.01. Financial Statements and Exhibits.
Exhibit
No.:
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Description:
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5.1*
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Opinion
of Lucosky Brookman LLP
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10.1*
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Securities
Purchase Agreement
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10.2
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Placement
Agency Agreement (incorporated by reference to Exhibit 10.2 of the
Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 15,
2021)
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23.1
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Consent
of Lucosky Brookman LLP (contained in Exhibit 5.1
hereto)
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* 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.
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VISIUM
TECHNOLOGIES, INC.
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Date:
September 27, 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
Visium Technologies Inc (PK) (OTC 시장)의 실시간 뉴스: 최근 기사 0
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