Visium Technologies Enters Material Agreement, Discloses Equity Sales

TL;DR

Visium Tech signed a big deal, took on debt, and sold stock on Aug 13.

AI Summary

Visium Technologies, Inc. entered into a material definitive agreement on August 13, 2025, which also created a direct financial obligation for the company. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered equity sales, which can introduce financial risks and dilution concerns.

Key Players & Entities

• VISIUM TECHNOLOGIES, INC. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• NuSTATE ENERGY HOLDINGS, INC. (company) — Former company name
• Fittipaldi Logistics, Inc. (company) — Former company name
• POWER2SHIP INC (company) — Former company name

FAQ

Key Financial Figures

• $120,000 — (the "Note") in the principal amount of $120,000, for a purchase price of $100,000, refl
• $100,000 — nt of $120,000, for a purchase price of $100,000, reflecting an original issue discount
• $20,000 — eflecting an original issue discount of $20,000. The Company also issued 750,000 shares
• $0.0001 — 0 shares of its common stock, par value $0.0001 per share, to the Buyer as commitment s

Filing Documents

• vism_8k.htm (8-K) — 27KB
• vism_ex101.htm (EX-10.1) — 155KB
• vism_ex102.htm (EX-10.2) — 117KB
• 0001654954-25-009790.txt ( ) — 475KB
• vism-20250813.xsd (EX-101.SCH) — 5KB
• vism-20250813_lab.xml (EX-101.LAB) — 13KB
• vism-20250813_cal.xml (EX-101.CAL) — 1KB
• vism-20250813_pre.xml (EX-101.PRE) — 8KB
• vism-20250813_def.xml (EX-101.DEF) — 2KB
• vism_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 13, 2025, Visium Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Labrys Fund II, L.P. (the "Buyer"). Pursuant to the Purchase Agreement, the Company issued to the Buyer a Convertible Promissory Note (the "Note") in the principal amount of $120,000, for a purchase price of $100,000, reflecting an original issue discount of $20,000. The Company also issued 750,000 shares of its common stock, par value $0.0001 per share, to the Buyer as commitment shares. The Note bears interest at a rate of 15% per annum, matures twelve (12) months from the issue date, and may be convertible into shares of the Company's common stock, only in the event of default and subject to the terms and conditions set forth therein. The conversion price is equal to 65% of the lowest closing bid price of the common stock during the ten (10) trading days immediately preceding the conversion date, subject to adjustments as provided in the Note. The Note contains a beneficial ownership limitation of 4.99%, which the Buyer may increase to 9.99% upon 61 days' prior written notice. The Purchase Agreement and the Note contain customary representations, warranties, covenants, and events of default. Upon an event of default, the Note may become immediately due and payable at amounts higher than the outstanding principal and interest, as set forth therein. The foregoing descriptions of the Purchase Agreement and the Note are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference. The Note and the commitment shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement, dated August 13, 2025, between Visium Technologies, Inc. and Labrys Fund II, L.P. 10.2 Convertible Promissory Note, dated August 13, 2025, issued by Visium Technologies, Inc. to Labrys Fund II, L.P. * Filed herewith. 2

SIGNATURES

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. Date: August 19, 2025 By: /s/ Mark Lucky Mark Lucky Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR