SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 1: ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN
Visium Technologies, Inc., or the Company, is a Florida corporation that was originally incorporated in Nevada in October 1987. It was formerly known as Jaguar Investments, Inc. between October 1987 and May 2003, Power2Ship, Inc. between May 2003 and November 2006, Fittipaldi Logistics, Inc. between November 2006 and December 2007, and as NuState Energy Holdings, Inc. between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc.
The Company is focused on digital risk management, cybersecurity, and technology services for network physical security, the Cloud, mobility solutions, critical infrastructure security, and the Internet of Things (“IOT”).
In April 2022 the Company created JAJ Advisory, LLC, a Viriginia limited liability company. The LLC was established to account for non-cybersecurity related business activities that the Company may pursue.
On June 20, 2022, the Company held a special meeting of stockholders, pursuant to which the stockholders of the Company voted approved certain corporate actions, and the Company filed an amendment to its Articles of Incorporation with the State Department of Corporations in the State of Florida to effect the following changes, effective September 22, 2022:
(i) | reverse the Common stock by a ratio of one thousand three hundred fifty for one (1,350:1). The board of directors was authorized to implement the reverse stock split. |
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(ii) | Reduce the number of shares of Common Stock that the company is authorized to issue to one billion (1,000,000,000) from ten billion (10,000,000,000). |
The principal effects of the Reverse Split include the following:
● | the number of outstanding shares of the Company’s common stock and treasury stock is decrease based on the Reverse Split ratio of 1,350:1; |
● | the number of shares of the Company’s common stock held by individual stockholders will decrease based on the Reverse Split ratio selected by the Board, and the number of stockholders who own “odd lots” of less than 100 shares of our common stock will increase; |
● | the number of shares common stock reserved for issuance under our stock incentive plans are reduced proportionally based on the Reverse Split ratio of 1,350:1 (along with any other appropriate adjustments or modifications); and |
● | the exercise price of our outstanding stock options and warrants and the conversion price of our outstanding convertible securities, including preferred stock, and the number of shares reserved for issuance upon exercise or conversion thereof are adjusted in accordance with their terms based on the Reverse Split ratio of 1,350:1. |
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis. For the three months ended September 30, 2022 we had a net loss of $1,037,823, had net cash used in operating activities of $167,466 and had negative working capital of $3,601,480. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
COVID-19 Update
In March 2021, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. The pandemic has had significant impacts around the globe and in many locations in which we operate. While the impacts have not caused a material adverse financial impact to our business to date, the future impacts remain uncertain. The extent to which the COVID-19 pandemic may impact our business going forward will depend on numerous evolving factors that we cannot reliably predict. These factors may adversely impact business spending on technology as well as customers’ ability to pay for our products and services on an ongoing basis. The effect, if any, of the COVID-19 pandemic would not be fully reflected in our results of operations and overall financial performance until future periods.
Throughout the pandemic we have continued to make investments to support business growth and product development, including investments in research and development as we continue to introduce new applications to extend the functionality of our products, sales and marketing to support customer growth, and other critical functions to ensure the highest levels of customer service and support as well as ensuring that we maintain the required infrastructure to be a public company. We expect to continue to make these investments. As of September 30, 2022, COVID-19 has not had a material impact on our results of operations or financial condition.
Basis of Presentation
The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state Visium Technologies, Inc.’s (the “Company” or “we”, “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”), nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.
These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2022, contained in the Company’s Annual Report on Form 10-K filed with the SEC on October 4, 2022. The results of operations for the three months ended September 30, 2022, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending June 30, 2023.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fiscal Year
The fiscal year ends on June 30. References to fiscal year 2023, for example, refer to the fiscal year ending June 30, 2023.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets and derivative liability.
Cash and Cash Equivalents
The Company considers all highly liquid, temporary, cash equivalents or investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company had no cash equivalents during the three months ended September 30, 2022 and year ended June 30, 2022.
Concentration of Credit Risks
The Company is subject to a concentration of credit risk from cash.
The Company’s cash account is held at a financial institution and is insured by the Federal Deposit Insurance Corporation, or FDIC, up to $250,000. As of September 30, 2022 these limits were not exceeded.
Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of September 30, 2022 and June 30, 2022 which consist of embedded conversion options in convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any. The Company recorded a derivative liability as of September 30, 2022 of $23,926.
Fair Value of Financial Instruments
The Company accounts for assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level 1: | Observable inputs such as quoted market prices in active markets for identical assets or liabilities. |
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Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by market data. |
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Level 3: | Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. |
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable and convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates.
Convertible Instruments
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability.
The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock. During fiscal years 2014 through 2022 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities. See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Revenue Recognition
All revenues are recorded in accordance with ASC 606, which is recognized when: (i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation.
Income Taxes
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of September 30, 2022, the Company had not filed tax returns for the tax years ending June 30, 2008 through 2021 and such returns, when filed, potentially will be subject to audit by the taxing authorities for a minimum of three years beyond the filing date under the three-year statute of limitations. The Company has not accrued any potential tax penalties associated with not filing these tax returns. Due to recurring losses, management believes such potential tax penalties, if any, would not be material in amount.
Share-Based Payments
The Company accounts for stock-based compensation in accordance with ASU 2021-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned.
Under ASC Topic 718, “Compensation - Stock Compensation”. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Segment Reporting
The Company operates in one business segment which technologies are focused on data analytics, visualization, and cybersecurity.
Recent Accounting Pronouncements
All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position. There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.
Basic and Diluted Earnings Per Share
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock. Potential common shares that would be as follows:
| | September 30, | | | June 30, | |
| | 2022 | | | 2022 | |
Weighted average common shares outstanding | | | 2,896,601 | | | | 2,505,011 | |
Effect of dilutive securities-when applicable: | | | | | | | | |
Convertible promissory notes | | | 529,378 | | | | 482,472 | |
Preferred stock | | | 11,348 | | | | 11,348 | |
Common stock options | | | 2,222 | | | | 2,222 | |
Warrants | | | 143,716 | | | | 5,049 | |
Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions | | | 3,583,265 | | | | 3,006,102 | |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 3: PREPAID LICENSE FEE
In April 2022, the Company entered into two-year software license agreement to enable product development. The license fee is prepaid at a rate of $70,000 annually, beginning July 1 of each year. The prepaid license fee is amortized on a straight-line basis over the term of the license agreement, and is included in Development expense in our Statement of Operations. As of September 30, 2022 the prepaid license fee was $52,500
NOTE 4: DERIVATIVE LIABILITY
Accounting for Derivative Warrant Liability
The Company’s derivative warrant instruments have been measured at fair value at September 30, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model. The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows.
Derivative liability – convertible notes
The Company has certain convertible notes with variable price conversion terms. Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded conversion options derivative liabilities. The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at September 30, 2022 and June 30, 2022 using the Cox, Ross & Rubinstein Binomial Tree valuation model.
The revaluation of the warrants and convertible debt at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $11,371 and a loss of $18,908 for the three months ended September 30, 2022 and 2021, respectively in the Company’s consolidated statements of operations, under the caption “Gain in change of fair value of derivative liability”. The fair value of the warrants at September 30, 2022 and June 30, 2022 was $2,034 and $3,947, respectively. The fair value of the derivative liability related to the convertible debt at September 30, 2022 and June 30, 2022 is $21,892 and $31,350, respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.
The Company has determined its derivative liability to be a Level 3 fair value measurement. The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows:
| | Three Months Ended September 30, | |
| | 2022 | | | 2021 | |
Effective exercise price | | $ | 0.80 – $27.00 | | | $ | 7.425 – $27.00 | |
Effective market price | | $ | 0.65 | | | $ | 27.00 | |
Expected volatility | | 289.4%to619.1% | | | 191.4%-315.8% | |
Risk-free interest | | 3.2%-4.2% | | | 0.05%-0.28% | |
Expected terms | | 60 – 732 days | | | 60 – 1073 days | |
Expected dividend rate | | | 0 | % | | | 0 | % |
Changes in the derivative liabilities during the three months ended September 30, 2022 is follows:
Derivative liability at June 30, 2022 | | $ | 35,297 | |
Gain on change in fair value of derivative liability | | $ | (11,371 | ) |
Derivative liability at September 30, 2022 | | $ | 23,926 | |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 5: ACCRUED INTEREST PAYABLE
Changes in accrued interest payable during the three months ended September 30, 2022 is as follows:
Accrued interest payable at June 30, 2022 | | $ | 404,712 | |
Interest expense accrued for the three months ended September 30, 2022 | | | 34,782 | |
Accrued interest payable at September 30, 2022 | | $ | 439,494 | |
NOTE 6: CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Convertible Notes Payable
At September 30, 2022 and June 30, 2022 convertible debentures consisted of the following:
| | September 30, | | | June 30, | |
| | 2022 | | | 2022 | |
Convertible notes payable | | $ | 1,487,431 | | | $ | 1,487,431 | |
Discount on convertible notes | | | - | | | | (412,944 | ) |
Convertible notes, net | | | 1,487,431 | | | | 1,074,487 | |
The Company had convertible promissory notes aggregating approximately $1,487,431 and $1,074,487 at September 30, 2022 and June 30, 2022, respectively. The related accrued interest amounted to approximately $228,500 and $206,900 at September 30, 2022 and June 30, 2022, respectively. The convertible notes payable bear interest at rates ranging from 0% to 18% per annum. The convertible notes are generally convertible, at the holders’ option, at rates ranging from $0.80 to $22,500 per share, as a result of the two reverse stock splits. At September 30, 2022, approximately $324,000 of convertible promissory notes had matured, are in default and remain unpaid. There are no punitive default provisions included in the terms of these convertible promissory notes.
In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as part of a modification to three outstanding convertible notes payable. The Company evaluated these amendments under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt.
Under ASC 470-50, the issuance of these warrants resulted in a loss on the extinguishment of debt, as follows:
Value of warrants issued | | $ | 186,972 | |
Write-off of unamortized debt discount | | | 317,953 | |
Loss on extinguishment of debt | | $ | 504,925 | |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 6: CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE, continued
For the three months ended September 30, 2022, there were no conversions of debt into common stock.
Notes Payable
The Company had promissory notes aggregating $205,000 at September 30, 2022 and June 30, 2022, respectively. The related accrued interest amounted to approximately $210,945 and $206,912 at September 30, 2022 and June 30, 2022, respectively. The notes payable bear interest at rates ranging from 0% to 16% per annum and are payable monthly. All promissory notes outstanding as of September 30, 2022 have matured, are in default, and remain unpaid.
NOTE 7: STOCKHOLDERS’ DEFICIT
Common Stock
At September 30, 2022, the Company had 1,000,000,000 authorized common shares.
The Company effected a reverse split of our Common stock by a ratio of one thousand three hundred fifty for one (1,350:1). The board of directors was authorized to implement the reverse stock split effective September 22, 2022. The reverse stock split adjusted the then outstanding Common shares of the company from 3,916,144,800 Common Shares to a total of 2,896,396 Common Shares. This action also reduced the number of Authorized common shares of the Company from 10,000,000,000 to 1,000,000,000.
Issuances of Common Stock During the Three Months Ended September 30, 2022
Stock Based Compensation
During the three months ended September 30, 2022 the Company issued 3,705 shares of its $0.0001 par value common stock as compensation to its directors and officers. The shares were valued at $27,210, or $7.34 per share, based on the quoted share price at the time of the transactions.
During the three months ended September 30, 2022 1,482 shares of its $0.0001 par value common stock vested to a consultant, as compensation under a consulting agreement. The shares were valued at $15,772, or $10.67 per share based on the quoted share price at the time of the transactions.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 7: STOCKHOLDERS’ DEFICIT, continued
Preferred Stock
Series A and B issued and outstanding shares of the Company’s convertible preferred stock have a par value of $0.001. All classes rank(ed) prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends. All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock.
Series A Convertible Preferred Stock
The Series A Preferred Stock has a stated value of $750.00 per share. Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares are governed by Lock-Up/Leak-Out Agreements.
Series B Convertible Preferred Stock
Thirty million (30,000,000) shares of preferred stock were designated as a new Series B Preferred stock in April 2016. This new Series B Preferred Stock has a $0.001 par value, and each 300 shares is convertible into one share of the Company’s common stock, with a stated value of $375 per share.
Series AA Convertible Preferred Stock
In March 2018, the Company authorized and issued one share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company. Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock. Mark Lucky, our CEO, is the holder of the one share of Series AA Convertible Preferred Stock.
Common Stock Warrants
In January and February 2022, we issued 2,268 warrants with a two year life, and fixed exercise prices ranging from $7.425 to $27.00 per share.
In July and October 2021 we issued 2,781 warrants with a three year life, and fixed exercise prices of $10.3957, $12,285, and $20.385.
In September 2022 we issued 138,667 warrants with a five year life, and a fixed exercise price of $1.35 per share, as part of a modification to three outstanding convertible notes payable.. The Company evaluated these amendments under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the issuance of these warrants in exchange for deferring the interim interest payments that were due resulted in significant and consequential changes to the economic substance of the debt and thus resulted in accounting for these modifications as an extinguishment of the debt. The Company recorded a loss of extinguishment of debt of $504,925. The Company used a binomial option pricing model to estimate the fair value of the warrants issued, using the following assumptions on the date that the warrants were issued:
Expected volatility | | | 285.9 | % |
Expected term | | 1,825 Days | |
Risk-free interest rate | | | 3.54 | % |
Forfeiture Rate | | | 0 | % |
Expected dividend yield | | | 0 | % |
A summary of the status of the Company’s outstanding common stock warrants as of September 30, 2022 and changes during the fiscal year ending on that date is as follows:
| | Number of | | | Weighted Average | |
| | Warrants | | | Exercise Price | |
Common Stock Warrants | | | | | | |
Balance at beginning of year | | | 5,049 | | | $ | 14.85 | |
Granted | | | 138,667 | | | $ | 1.35 | |
Exercised | | | - | | | | - | |
Forfeited | | | - | | | | - | |
Balance at end of period | | | 143,716 | | | $ | 1.84 | |
| | | | | | | | |
Warrants exercisable at end of period | | | 143,716 | | | $ | 1.84 | |
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The following table summarizes information about common stock warrants outstanding at September 30, 2022:
| | | Warrants Outstanding | | | Warrants Exercisable | |
Range of Exercise Price | | | Number Outstanding at September 30, 2022 | | | Weighted Average Remaining Contractual Life | | | Weighted Average Exercise Price | | | Number Exercisable at September 30, 2022 | | | Weighted Average Exercise Price | |
| $ | 1.35 | | | | 138,667 | | | 4.92 Years | | | $ | 1.35 | | | | 138,667 | | | $ | 1.35 | |
| 7.425 | | | | 1,212 | | | 0.28 Years | | | | 7.425 | | | | 1,212 | | | | 7.425 | |
| 10.395 | | | | 631 | | | 0.78 Years | | | | 10.395 | | | | 631 | | | | 10.395 | |
| 12.285 | | | | 1,339 | | | 2.01 Years | | | | 12.285 | | | | 1,339 | | | | 12.285 | |
| 20.385 | | | | 811 | | | 2.01 Years | | | | 20.385 | | | | 811 | | | | 20.385 | |
| 27.00 | | | | 1,056 | | | | 0.36 | | | | 27.00 | | | | 1,056 | | | | 27.00 | |
| | | | | 143,716 | | | 4.79 Years | | | $ | 1.83 | | | | 143,716 | | | $ | 1.83 | |
Note 8 - STOCK-BASED COMPENSATION
The Company adopted an Incentive Stock Plan on April 18, 2021. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company.
Under the 2022 Stock Incentive Plan, the Company has issued options to purchase 2,222 shares at an average price of $27.00 with a fair value of $0.00. For the three months ended September 30, 2022 and 2021, the Company did not issue any options to purchase shares, respectively. Upon exercise, shares of new common stock are issued by the Company.
For the three months ended September 30, 2022 and 2021, the Company recognized an expense of $0 and $40,524, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of September 30, 2022, the Company had $0 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 0.83 years. The Company used straight-line amortization of compensation expense over the one-year requisite service or vesting period of the grant. The Company recognizes forfeitures as they occur. There are options to purchase approximately 4,250,000 shares that have vested as of September 30, 2022.
The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the binomial option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:
| | Year ended June 30, | |
| | 2022 | | | 2021 | |
Expected volatility | | | - | % | | | 370% - 497 | % |
Expected term | | | - | | | | 4 Years | |
Risk-free interest rate | | | - | % | | | 0.76%-0.84 | % |
Forfeiture Rate | | | - | % | | | 0.00 | % |
Expected dividend yield | | | - | % | | | 0.00 | % |
The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
A summary of the status of the Company’s outstanding stock options as of June 30, 2022 and 2021 and changes during the periods ending on that date is as follows:
| | | | | Weighted Average | | | Aggregate | | | Weighted | |
| | | | | Exercise | | | Grant Date Fair | | | Intrinsic | | | Average Remaining | |
| | Shares | | | Price | | | Value | | | Value | | | Term (Yrs) | |
Options | | | | | | | | | | | | | | | |
At June 30, 2022 | | | 2,222 | | | $ | 27.00 | | | $ | - | | | $ | - | | | | 3.59 | |
Granted | | | - | | | | - | | | | - | | | | - | | | | | |
Exercised | | | - | | | | - | | | | - | | | | - | | | | | |
Forfeiture and cancelled | | | - | | | | - | | | | - | | | | - | | | | | |
At September 30, 2022 | | | 2,222 | | | $ | 27.00 | | | $ | - | | | $ | 0 | | | | 3.59 | |
The following table summarizes information about employee stock options outstanding at June 30, 2022:
| | | Outstanding Options | | | Vested Options | |
| | | Number | | | | | | | | | Number | | | | | | | |
| | | Outstanding | | | Weighted | | | Weighted | | | Exercisable | | | Weighted | | | Weighted | |
| | | at | | | Averaged | | | Averaged | | | at | | | Averaged | | | Averaged | |
| | | June 30, | | | Remaining | | | Exercise | | | June 30, | | | Exercise | | | Remaining | |
Range of Exercise Price | | | 2022 | | | Life | | | Price | | | 2022 | | | Price | | | Life | |
| $ | 27.00 | | | | 2,222 | | | | 3.59 | | | $ | 27.00 | | | | 2,222 | | | $ | 27.00 | | | | 3.59 | |
Outstanding options | | | | 2,222 | | | | 3.59 | | | $ | 27.00 | | | | 2,222 | | | $ | 27.00 | | | | 3.59 | |
As of September 30, 2022, the Company had no unrecognized pre-tax non-cash compensation expense.
Restricted Stock Awards
Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the three months ended September 30, 2022 is presented in the following table:
| | For the Three months ended | |
| | September 30, 2022 | |
| | | | | Weighted | |
| | | | | Average | |
| | | | | Grant Date | |
| | Shares | | | Fair Value | |
Unvested at beginning of period | | | 7,407 | | | $ | 9.29 | |
Granted | | | - | | | $ | - | |
Forfeited | | | - | | | | - | |
Vested | | | (5,185 | ) | | $ | 11.07 | |
Unvested at end of period | | | 2,222 | | | $ | 5.13 | |
Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of September 30, 2022 was $11,400 and is expected to be recognized over a weighted average period of 0.25 years. The recognition of expense related to vested shares is accounted for as stock-based consulting expense and stock-based compensation expense.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 9: RELATED PARTY TRANSACTIONS
Equity transactions with related parties are described in Note 7.
From time to time we have borrowed operating funds from Mr. Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital. The advances were payable upon demand and were interest free. At September 30, 2022 there was $53,000 outstanding of such advances made to the Company.
NOTE 10: COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company operates virtually, with no office space rented. The Company has no future minimum annual payments under non-cancelable operating leases at September 30, 2022.
Contingencies
The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies. This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of September 30, 2022, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.
License Contingent Consideration
Our license agreements with George Mason University and The MITRE Corporation include provisions for a royalty payment on revenues collected of 5% and 6%, respectively. As of September 30, 2022, we have not generated any revenue related to these license agreements.
Legal Claims
The Company is subject to litigation, claims, investigations, and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, the Company believes that it has valid defenses with respect to any matters currently pending against the Company and intends to defend itself vigorously. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s cash flows, results of operations, or financial position.
VISIUM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
Note 11 – Fair Value Measurement
Fair value measurements
At September 30, 2022 and June 30, 2022, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate. The derivative liabilities are the only Level 3 fair value measures.
At September 30, 2022 the estimated fair values of the liabilities measured on a recurring basis are as follows:
| | Fair Value Measurements at | |
| | September 30, 2022: | |
| | (Level 1) | | | (Level 2) | | | (Level 3) | |
Derivative liability – Convertible notes | | $ | | | | $ | | | | $ | 21,892 | |
Derivative liability – Warrants | | | - | | | | - | | | | 2,034 | |
Total derivative liability | | $ | - | | | $ | - | | | $ | 23,926 | |
NOTE 12: SUBSEQUENT EVENTS
In October 2022 the Company issued 10,000 shares of our $0.0001 par value common stock to a consultant for services provided, valued at $3,100, or at an average price per share of $0.31.
In October 2022 our directors and officers vested 174,075 shares of our $0.0001 par value common stock, valued at $57,535, or an average price per share of $0.33.
In October 2022 our employees vested 81,667 shares of our $0.0001 par value common stock to four employees as compensation, valued at $25,317, or an average price per share of $0.31.
Securities Purchase Agreement and Convertible Promissory Note
On October 14, 2022 the Company entered into a Securities Purchase Agreement an Investor, pursuant to which the Company issued to the Investor on that date a 10% Convertible Promissory 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 the Note is paid off in full within 180 days following the issue date a prepayment percentage of 120% will apply for amounts owed.