VISM Visium Technologies Inc (PK)

Item 1.01. Entry into a Material Definitive Agreement

Securities Purchase Agreements and Promissory Notes

On February 7, 2022, Visium Technologies, Inc., a Florida corporation (the “Company”), entered into two Securities Purchase Agreements (the “Purchase Agreements”) with each of Talos Victory Fund, LLC, a Delaware limited liability company, and Mast Hill Fund, L.P., a Delaware limited partnership (the “Investors”), respectively, pursuant to which each Investor purchased a promissory note, each with a face value of $270,000, made by the Company in favor of the Investors (the “Notes”) in the total combined principal amount of $540,000 (the “Total Principal Amount”) for a combined purchase price of $496,800 (the “Total Purchase Price”). The closing of the Purchase Agreements occurred on February 7, 2022. The Notes, bear an aggregate original issue discount of $43,200, each bear interest of 8% per year and mature on February 7, 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 54,000,000 commitment shares of the Company’s common stock (the “Commitment Shares”) as a condition to closing.

In connection with the Purchase Agreements, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”)  with each of the Investors, pursuant to which the Company is obligated to file a registration statement within 30 days of the date of the Registration Rights Agreement covering the sale of the Commitment Shares and the shares of the Company’s common stock that may be issued to the Investors pursuant to the conversion of the Notes.

The foregoing descriptions of the Purchase Agreements, the Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreements, the Notes, and the Registration Rights Agreements, copies of the forms of which are filed as Exhibits 10.1, 4.1 and 10,2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.