UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement and Convertible Promissory Note.
On February 28, 2023, Visium Technologies, Inc. a Florida corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with two individual investors pursuant to which the Company agreed to issue to each Investor a 12% Unsecured Promissory Note, (the “Note”) in the total principal amount of $150,000 in exchange for a purchase price of $150,000 and an aggregate 66,668 Visium Technologies, Inc. par value $0.0001 common shares. The Notes were funded by the Investors on March 1, 2023. The Note proceeds will be used by the Company for general working capital purposes. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions.
The Note matures 12 months after the date of issuance.
The foregoing descriptions of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and the Note, copies of which are filed as Exhibits 10.29 and 10.30, 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.
Section 9- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Set forth below is a list of exhibits to this Current Report on Form 8-K:
Exhibit No.: |
| Description: |
| Form of Unsecured Promissory Note issued on February 28, 2023, by Visium Technologies, Inc.* | |
| Form of Securities Purchase Agreement, dated February 28, 2023* |
* Filed herewith.
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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.
| VISIUM TECHNOLOGIES, INC. |
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Date: March 13, 2023 | By: | /s/ Mark Lucky |
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| Mark Lucky |
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| Chief Executive Officer |
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