VISM Visium

Filed: 1 Nov 19, 5:00pm






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported): October 24, 2019



(Exact name of Registrant as specified in its charter)


Florida 000-25753 87-04496677

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


11325 Random Hills Road, Suite 360

Fairfax, Virginia 22030

(Address of principal executive offices, including zip code)


(703) 225-3443

(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:


[  ]Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).






Item 1.01Entry into a Material Definitive Agreement


Securities Purchase Agreement and Convertible Promissory Note with Power Up Lending Group Ltd.


On October 17, 2019, Visium Technologies, Inc. a Florida corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with Power Up Lending Group Ltd., a Virginia corporation (the “Investor” or “Power Up”), pursuant to which the Company agreed to issue to the Investor a 12% Convertible Promissory Note, (the “Note”) in the principal amount of $48,000 in exchange for a purchase price of $45,000. The Note was funded by the Investor on October 24, 2019, and on such date pursuant to the SPA, the Company reimbursed the Investor for expenses for legal fees and due diligence of $3,000. 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 Note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Note, at a conversion price equal to 61% multiplied by the lowest trading price, as such term is defined in the Note, during the 20 trading day period ending on the last complete trading day prior to the date of conversion, provided, however, that the Investor may not convert the Note to the extent that such conversion would result in the Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor.


The Note carries a pre-payment penalty if the Note is paid off in 30, 60, 90,120,150, or 180 days following the issue date. The pre-payment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 120%, 125%, 130%, 135%, 140%, and 145% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.


Pursuant to the Note, during any period where funds are owed under the Note, if the Company enters into any future financing transactions with a third party investor, excluding certain exempted issuances listed in the Note, the Company will be required to give notice of same to the Investor at least 10 days prior to closing of such future financing, and in the event that the Investor determines that the terms of the subsequent investment are preferable to the terms of the securities issued to the Investor pursuant to the terms of the SPA, the Company will have to amend and restate the securities issued to the Investor pursuant to the SPA (which may include the conversion terms of the Note), to be identical to the instruments evidencing the subsequent investment.


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 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.


Item 2.03Creation 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:
4.51 Convertible Promissory Note issued on October 17, 2019, by Visium Technologies, Inc. to Power Up Lending Group LTD.*
10.27 Securities Purchase Agreement, entered into between Visium Technologies, Inc. and Power Up Lending Group LTD. dated October 1, 2019.*


* Filed herewith.






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.


Date: November 1, 2019By: /s/ Mark Lucky               
  Mark Lucky
  Chief Financial Officer