VISM Visium Technologies Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement and Convertible Promissory Note

On October 14, 2022, Visium Technologies, Inc. a Florida corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”), pursuant to which the Company issued to the Investor on that date a 10% Convertible Promissory Note (the “Note”) in the principal amount of $105,000 in exchange for a purchase price of $100,000. The Note was funded by the Investor on October 14, 2022, and on such date pursuant to the Purchase Agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $5,000. The Note proceeds will be used by the Company for general working capital purposes. The Purchase Agreement 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 at any time during the period the Note is outstanding, at a fixed conversion price of $1.50 within 180 days following the issue date and at a variable conversion price of 65% multiplied by certain lowest trading price of the Company’s common stock thereafter.

If Note is paid off  in full within 180 days following the issue date a prepayment percentage of 120% will apply for amounts owed.

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