Item 1.01. Entry into a Material Definitive Agreement

On September 27, 2021, Visium Technologies, Inc., a Florida corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Purchaser") resulting in the raise of $750,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered director offering, an aggregate of 150,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $0.005 per Share (the "Offering"). The Offering closed on September 27, 2021.

Network1 Financial Securities, Inc. acted as the sole placement agent (the "Placement Agent") for the Company in connection with the Offering. Pursuant to that certain Placement Agency Agreement, dated as of August 18, 2021, between the Company and the Placement Agent (the "Placement Agency Agreement"), the Placement Agent is entitled to a cash fee equal to $52,500.

The Company estimates that net proceeds to the Company from the Offering will be approximately $687,500 after deducting estimated expenses payable by the Company. The Company intends to use the net proceeds from this offering for fees and expenses associated with application to the OTCQB Marketplace operated by OTC Markets Group Inc. and working capital and general corporate purposes.

The Shares will be issued to the Purchaser in a registered direct offering pursuant to which the Shares will be registered under the Securities Act of 1933, as amended, pursuant to a prospectus supplement to the Company's currently effective registration statement on Form S-3 (File No. 333-255146), which was initially filed with the Securities and Exchange Commission (the "SEC") on April 9, 2021, and was declared effective on April 15, 2021 (the "Shelf Registration Statement"). A Prospectus Supplement for the closing was filed on September 27, 2021 and is available on the SEC's website athttp://www.sec.gov.

The foregoing descriptions of the Purchase Agreement and Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Placement Agency Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.

The Company is filing the opinion of its counsel, Lucosky Brookman LLP, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Shelf Registration Statement.

Item. 9.01. Financial Statements and Exhibits.




Exhibit No.: Description:
5.1*         Opinion of Lucosky Brookman LLP
10.1*        Securities Purchase Agreement
10.2         Placement Agency Agreement (incorporated by reference to Exhibit 10.2
             of the Company's Current Report on Form 8-K filed with the Securities
             and Exchange Commission on September 15, 2021)
23.1         Consent of Lucosky Brookman LLP (contained in Exhibit 5.1 hereto)

* filed herewith

© Edgar Online, source Glimpses