Item 1.01. Entry into a Material Definitive Agreement
As previously reported, on February 7, 2022 and on March 1, 2022, Visium
Technologies, Inc., a Florida corporation (the "Company"), entered into
Securities Purchase Agreements (the "Purchase Agreements") with three investors
(the "Investors"), pursuant to which each Investor purchased a promissory note
made by the Company in favor of the Investors (the "Notes") in the total
combined principal amount of $810,000 (the "Total Principal Amount") for a
combined purchase price of $745,200 (the "Total Purchase Price"). The Notes each
bear an aggregate original issue discount of $43,200, each bear interest of 8%
per year and mature one year from the date of issuance, on February 7, 2023 or
March 1, 2023 (the "Maturity Date"). The Notes are convertible into shares of
the Company's common stock at conversion price of $0.0018 per share, subject to
adjustment as provided therein. The Company has the right to prepay each Note
in full, including accrued but unpaid interest, without prepayment penalty
provided an event of default, as defined therein, has not occurred. In the seven
(7) trading days prior to any prepayment the Investors shall have the right to
convert their Notes into Common Stock of the Company in accordance with the
terms of such Note. The Notes contain events of defaults and certain negatives
covenants that are typical in the types of transactions contemplated by the
Purchase Agreements. Pursuant to the Purchase Agreements, the Company issued to
the Investors an aggregate 81,000,000 commitment shares of the Company's common
stock (the "Commitment Shares") as a condition to closing.
On September 16, 2022, the Company entered into Amendment #1 with each of the
Investors (the "Amendments"), pursuant to which the following amendments were
made to the respective Purchase Agreements, Notes and other transaction
documents: (i) the Investors waived the Company's obligations to make interim
payments; (ii) the time period for the Company to file a registration statement
for the resale of the shares underlying the Notes was extended until October 31,
2022. Pursuant to the Amendments, the Company issued to each of the Investors a
warrant to purchase 43,200,000 shares of the Company's common stock (129,600,000
shares in the aggregate) (the "Warrants"). The Warrants are exercisable at a
price of $0.001, provided, however, that if the Company consummates an Uplist
Offering (as defined in the Warrant to refer to an offering resulting in the
Company's stock being listed with a national stock exchange), then the exercise
price shall equal the offering price per share of Common Stock (or unit, if
units are offered in the Uplist Offering) at which the Uplist Offering is made
(the "Uplist Exercise Price"), subject to adjustment as provided in the Warrant.
The Warrants are exercisable for a period of five years and exercise may be
cashless under certain circumstances.
The foregoing descriptions of the Purchase Agreements, the Notes, Amendment #1
and the Warrants do not purport to be complete and are qualified in their
entirety by reference to the full text of the Purchase Agreements, the Notes,
Amendment #1 and the Warrants, copies of the forms of which are filed as
Exhibits 10.1, 4.1, 10.2 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
Investors.
2
Item. 9.01. Financial Statements and Exhibits.
Exhibit No.: Description:
4.1 Form of Unsecured Promissory Note (incorporated by reference to
the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 4, 2022)
4.2* Form of Warrant
10.1 Form of Securities Purchase Agreement (incorporated by reference
to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2022)
10.2* Form of Amendment #1
* filed herewith
3
© Edgar Online, source Glimpses