Registration Statement – Securities for a Transaction — Form S-3 — SA’33 Filing Table of Contents
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Registered Public Accounting Firm
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
registration statement.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective on filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,”“accelerated
filer,”“smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☐
C:
CALCULATION OF REGISTRATION FEE
Title of
Each
Class
of Securities
to
be
Registered
(1)(2)
Amount to
be
registered/proposed
maximum offering
price
per
unit/proposed
maximum
aggregate
offering price
(1) (2)
Amount
of
Registration
Fee
(3)
Offering:
Common
Stock
Preferred
Stock
Debt Securities
(which may be senior or subordinated, convertible or
non-convertible, secured or unsecured)
Warrants
Rights
Units
(4)
Total
(5)
$50,000,000
$5,455
(1)
Pursuant
to Rule 457(i) under the Securities Act of 1933, as amended (the
“Securities Act), the securities registered hereunder include
such indeterminate (a) number of shares of common stock, (b) number
of shares of preferred stock, (c) debt securities, (d) warrants to
purchase common stock, preferred stock or debt securities of the
Registrant, (e) rights to purchase common stock or preferred stock
and (f) units, consisting of some or all of these securities, as
may be sold from time to time by the Registrant. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder. There are also being registered
hereunder an indeterminate number of shares of common stock,
preferred stock and debt securities as shall be issuable upon
conversion, exchange or exercise of any securities that provide for
such issuance. In no event will the aggregate offering price of all
types of securities issued by the Registrant pursuant to this
registration statement exceed $50,000,000. Pursuant to Rule 416(a),
this registration statement also covers any additional securities
that may be offered or issued in connection with any stock split,
stock dividend or similar transaction.
(2)
The
proposed maximum offering price per unit and aggregate offering
prices per class of securities will be determined from time to time
by the Registrant in connection with the issuance by the Registrant
of the securities registered under this registration statement and
is not specified as to each class of security pursuant to General
Instruction II.D of Form S-3 under the Securities Act.
(3)
Calculated
pursuant to Rule 457(o) under the Securities Act.
(4)
Consisting
of some or all of the securities listed above, in any combination,
including common stock, preferred stock, debt securities, and
warrants.
(5)
Any
securities registered hereunder may be sold separately or as units
with other securities registered hereunder. The proposed maximum
offering price per unit will be determined by the Registrant in
connection with the issuance of the securities. In no event will
the aggregate offering price of all securities issued by the
Registrant from time to time pursuant to this Registration
Statement exceed $50,000,000 or the equivalent thereof in one or
more foreign currencies, foreign currency units or composite
currencies.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell nor
does it seek an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
We may
offer and sell up to $50 million in the aggregate of the securities
identified above from time to time in one or more offerings. This
prospectus provides you with a general description of the
securities.
The
securities offered by this prospectus may be sold from time to time
in the open market, through privately negotiated transactions or a
combination of these methods, at a fixed price to be set forth in
the applicable pricing supplement until our common stock is quoted
on the OTCQB or OTCQX Market of OTCMarkets, Inc., or a national
securities exchange (of which there can be no assurance), and
thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Each
time we offer and sell securities, we will provide a supplement to
this prospectus that contains specific information about the
offering and the amounts, prices and terms of the securities. The
supplement may also add, update or change information contained in
this prospectus with respect to that offering. You should carefully
read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
We may
offer and sell the securities described in this prospectus and any
prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a
combination of these methods. If any underwriters, dealers or
agents are involved in the sale of any of the securities, their
names and any applicable purchase price, fee, commission or
discount arrangement between or among them will be set forth, or
will be calculable from the information set forth, in the
applicable prospectus supplement. See the sections of this
prospectus entitled “About this Prospectus” and
“Plan of Distribution” for more information. No
securities may be sold without delivery of this prospectus and the
applicable prospectus supplement describing the method and terms of
the offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE
“RISK
FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR
SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT
CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR
SECURITIES.
Our common stock is currently quoted on the OTC Pink under the
symbol “VISM”. On April 5, 2021, the last reported
sales price for our common stock was $0.018 per share. The
prospectus supplement will contain information, where applicable,
as to any other listing of the securities on the OTC Pink or any
other securities market or exchange covered by the prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
This
prospectus is part of a registration statement that we filed with
the U.S. Securities and Exchange Commission, or the SEC, using a
“shelf” registration process. By using a shelf
registration statement, we may sell securities from time to time
and in one or more offerings up to a total dollar amount of $50
million as described in this prospectus. Each time that we offer
and sell securities, we will provide a prospectus supplement to
this prospectus that contains specific information about the
securities being offered and sold and the specific terms of that
offering. The prospectus supplement may also add, update or change
information contained in this prospectus with respect to that
offering. If there is any inconsistency between the information in
this prospectus and the applicable prospectus supplement, you
should rely on the prospectus supplement. Before purchasing any
securities, you should carefully read both this prospectus and the
applicable prospectus supplement, together with the additional
information described under the heading “Where You Can Find
More Information; Incorporation by Reference.”
We have
not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer
to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information
appearing in this prospectus and the applicable prospectus
supplement to this prospectus is accurate as of the date on its
respective cover, and that any information incorporated by
reference is accurate only as of the date of the document
incorporated by reference, unless we indicate otherwise. Our
business, financial condition, results of operations and prospects
may have changed since those dates.
When we
refer to “Visium,”“we,”“our,”“us” and the “Company” in this prospectus,
we mean, Visium Technologies, Inc., unless otherwise specified.
When we refer to “you,” we mean the holders of the
applicable series of securities.
4
WHERE YOU CAN FIND MORE
INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file
reports, proxy statements and other information with the SEC. The
SEC maintains a web site that contains reports, proxy and
information statements and other information about issuers, such as
us, who file electronically with the SEC. The address of that
website is http://www.sec.gov.
This
prospectus and any prospectus supplement are part of a registration
statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration
statement may be obtained from the SEC or us, as provided below.
Forms of the documents establishing the terms of the offered
securities are or may be filed as exhibits to the registration
statement. Statements in this prospectus or any prospectus
supplement about these documents are summaries and each statement
is qualified in all respects by reference to the document to which
it refers. You should refer to the actual documents for a more
complete description of the relevant matters. You may view a copy
of the registration statement through the SEC’s website, as
provided above.
Incorporation by Reference
The
SEC’s rules allow us to “incorporate by
reference” information into this prospectus, which means that
we can disclose important information to you by referring you to
another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus,
and subsequent information that we file with the SEC will
automatically update and supersede that information. Any statement
contained in a previously filed document incorporated by reference
will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this
prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, which we
refer to as the “Exchange Act” in this prospectus,
between the date of this prospectus and the termination of the
offering of the securities described in this prospectus. We are
not, however, incorporating by reference any documents or portions
thereof, whether specifically listed below or filed in the future,
that are not deemed “filed” with the SEC, including any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or
related exhibits furnished pursuant to Item 9.01 of Form
8-K.
This
prospectus and any accompanying prospectus supplement incorporate
by reference the documents set forth below that have previously
been filed with the SEC:
The
description of our common stock contained in our Registration
Statement on Form 10, filed with the SEC on January 16, 2013, and
any amendment or report filed with the SEC for the purpose of
updating such description.
All
reports and other documents we subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this Offering, including all such documents we may
file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration
statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into
this prospectus and deemed to be part of this prospectus from the
date of the filing of such reports and documents.
You may
request a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless they are
specifically incorporated by reference in the documents) by writing
or telephoning us at the following address:
Exhibits
to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this prospectus
and any accompanying prospectus supplement.
Visium
Technologies, Inc. initially was incorporated in the State of
Nevada as Jaguar Investments, Inc. during October 1987. During
March 2003, a wholly owned subsidiary of the Company merged with
Freight Rate, Inc., a development stage company in the logistics
software business. During May 2003, the Company changed its name to
Power2Ship, Inc. During October 2006, the Company merged with a
newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc.,
a Nevada corporation, with the Company surviving but its name
changed to Fittipaldi Logistics, Inc. effective November 2006.
During December 2007, the Company merged with a newly formed,
wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada
corporation, with the Company surviving but renamed NuState Energy
Holdings, Inc. effective December 2007. In March 2018, the Company
changed its name to Visium Technologies, Inc.
Visium
is a provider of cyber security visualization, analytics, and
automation. Visium operates in the traditional cyber security
space, as well as in the cloud-based technology and Internet of
Things spaces. Visium provides cybersecurity technology solutions,
tools, and services to support commercial enterprises and
government’s ability to protect their data. Visium’s
CyGraph technology provides visualization, advanced cyber
monitoring intelligence, data modeling, analytics, and automation
to help reduce risk, simplify cyber security, and deliver better
security outcomes.
In
March 2019, Visium entered into a software license agreement with
MITRE Corporation to license a patented technology, known as
CyGraph, a tool for cyber warfare analytics, visualization, and
knowledge management. CyGraph provides advanced analytics for
cybersecurity situational awareness that is scalable, flexible, and
comprehensive.
During
fiscal 2020 we have engaged in significant research and development
efforts aimed at commercializing our licensed technology, and
actively pursuing business development opportunities.
Employees
As of
April 9, 2020, we had four full time employees. We currently
outsource significant development work to contractors.
Our
principal offices are located at 4094 Majestic Lane, Suite 360,
Fairfax, Virginia22033. Our telephone number is (703) 273-0383. We
currently operate in a virtual office arrangement.
Our
common stock is quoted on the OTC Pink under the symbol
“VISM”.
Recent Developments
On January 12, 2021, the Company entered into a Securities Purchase
Agreement with Labrys Fund, LP, a Delaware limited partnership
pursuant to which certain investor (the “Investor”)
purchased a promissory note (the “Note”) in the
principal amount of $200,000 for a purchase price of $190,000.
Pursuant to the Purchase Agreement, the Company issued to the
Investor a warrant (the “Warrant”) to purchase
22,172,949 shares of the Company’s common stock as a
condition to closing.
The Note reflects a $10,000 original issuance discount, bears
interest at 8% per year and matures on January 12, 2022. The Note
includes an interim payment of $26,000, payable to the Investor on
July 12, 2021. The Company has the right to prepay the Note in
full, including accrued but unpaid interest, without prepayment
penalty provided an event of default, as defined therein, has not
occurred. The Note is convertible into shares of the
Company’s common stock at conversion price of $0.005 per
share, subject to adjustment as provided therein.
The Warrant is exercisable for a term of two-years from the date of
issuance, at an exercise price equal to 110% of the closing price
of the Company’s common stock on the date of issuance,
subject to adjustment as provided therein. The Warrants provide for
cashless exercise to the extent that the market price (as defined
therein) of one share of the Company’s common stock is
greater than the exercise price of the Warrant.
6
In January 2021, our consultants vested 66,676 shares of our
$0.0001 par value common stock, valued at $4,000, or at an average
price per share of $0.06.
In January 2021, the Company won a dismissal of an involuntary
bankruptcy petition that was filed against the Company in the
Southern District Court of Florida on December 30, 2020, which had
been brought by three parties, (i) Tarpon Bay Partners LLC, (ii)
J.P. Carey Enterprises Inc., and (iii) Anvil Financial Mgmt LLC
(collectively the "Petitioning Creditors"). The Court ruled in
Visium’s favor, dismissing the involuntary bankruptcy
petition and allowing Visium to file a motion with the Court
seeking compensatory and punitive damages. In addition, Visium
plans to file an affidavit of fees and costs incurred in connection
with Visium’s defense of the Involuntary
Petition.
The Company has submitted a corporate action to FINRA to amend the
Company’s articles of incorporation, which includes a sixty
(60) for one reverse stock split, and a reduction of the
Company’s authorized common shares from ten billion
(10,000,000,000) to two billion (2,000,000,000). The
Company’s board of directors has since determined not to move
forward with such corporate actions.
In February 2021, the Company issued 44,850,000 shares of its
common stock upon the conversion of principal of $51,888.75, and
$18,000 of accrued interest on its outstanding convertible notes,
valued at $0.001575 per share.
In February 2021, the Company issued a promissory note to
Labrys Fund, LP, in the principal amount of $500,000 for a purchase
price of $475,000. The note bears interest at 8% per year, and
includes an interim payment of $26,000, payable to the investor on
July 12, 2021. The Company has the right to prepay the note in
full, including accrued but unpaid interest, without prepayment
penalty provided an event of default, as defined therein, has not
occurred. The note is convertible into shares of the
Company’s common stock at conversion price of $0.02 per
share, subject to adjustment as provided therein. Pursuant to the
agreement, the Company issued to the investor a two-year warrant to
purchase 12,500,000 shares of the Company’s common at an
exercise price of $0.02 per share.
Available Information
All
reports of the Company filed with the SEC are available free of
charge through the SEC’s website at www.sec.gov. In
addition, the public may read and copy materials filed by the
Company at the SEC’s Public Reference Room located at 100 F
Street, N.E., Washington, D.C. 20549. The public may also obtain
additional information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330.
Investment
in any securities offered pursuant to this prospectus and the
applicable prospectus supplement involves risks. You should
carefully consider the risk factors incorporated by reference to
our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we
file after the date of this prospectus, and all other information
contained or incorporated by reference into this prospectus, as
updated by our subsequent filings under the Exchange Act, and the
risk factors and other information contained in the applicable
prospectus supplement before acquiring any of such securities. The
occurrence of any of these risks might cause you to lose all or
part of your investment in the offered securities.
You should carefully consider the factors discussed under the
heading “Risk Factors” in our Annual Report on Form
10-K filed on October 9, 2020, which could materially affect our
business operations, financial condition, or future results.
Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially
adversely affect our business operations and/or financial
condition. There have been no material changes to our risk factors
since the filing of our Form 10-K.
SPECIAL NOTICE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve risks
and uncertainties, principally in the sections entitled “Risk
Factors.” All statements other than statements of historical
fact contained in this prospectus, including statements regarding
future events, our future financial performance, business strategy
and plans and objectives of management for future operations, are
forward-looking statements. We have attempted to identify
forward-looking statements by terminology including
“anticipates,”“believes,”“can,”“continue,”“could,”“estimates,”“expects,”“intends,”“may,”“plans,”“potential,”“predicts,”“should,” or “will” or the negative of
these terms or other comparable terminology. Although we do not
make forward looking statements unless we believe we have a
reasonable basis for doing so, we cannot guarantee their accuracy.
These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks
outlined under “Risk Factors” or elsewhere in this
prospectus, which may cause our or our industry’s actual
results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements.
Forward-looking
statements should not be read as a guarantee of future performance
or results, and will not necessarily be accurate indications of the
times at, or by which, that performance or those results will be
achieved. Forward-looking statements are based on information
available at the time they are made and/or management’s good
faith belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual
performance or results to differ materially from what is expressed
in or suggested by the forward-looking statements.
Forward-looking
statements speak only as of the date they are made. You should not
put undue reliance on any forward-looking statements. We assume no
obligation to update forward-looking statements to reflect actual
results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent
required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements.
We will initially offer the securities described by this prospectus
at a fixed price to be set forth in the applicable pricing
supplement. If and when our common stock is quoted on the
OTCQB or OTCQX Market of OTC Markets, Inc., or a national
securities exchange (of which there can be no assurance), then the
securities described in this prospectus may be offered and sold at
the prevailing market prices or privately negotiated price. The
offering price of our Common Stock does not necessarily bear any
relationship to our book value, assets, past operating results,
financial condition or any other established criteria of value. Our
Common Stock might not trade at market prices in excess of the
offering price as prices for Common Stock in any public market will
be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity. See “Plan of
Distribution” below for more information.
The
following description of our capital stock is not complete and may
not contain all the information you should consider before
investing in our capital stock. This description is summarized
from, and qualified in its entirety by reference to, our Articles
of Incorporation and Bylaws, which have been publicly filed with
the SEC. See “Where You Can Find More Information;
Incorporation by Reference.”
Our
authorized capital stock consists of 10,000,000,000 shares of
common stock, par value of $0.0001 per share, and 65,000,000 shares
of Series A Preferred Stock, par value of $0.001 per share,
30,000,000 shares of Series B Preferred Stock, par value of $0.001
per share, and 1 share of Series AA Convertible Preferred Stock,
par value of $0.001. As of April 5, 2021, there were 2,885,598,159
shares of our common stock issued and outstanding held by
approximately 4,800 holders of record.
Common Stock
Each
share of our common stock entitles its holder to one vote in the
election of each director and on all other matters voted on
generally by our stockholders. No share of our common stock affords
any cumulative voting rights. This means that the holders of a
majority of the voting power of the shares voting for the election
of directors can elect all directors to be elected if they choose
to do so.
Holders
of our common stock will be entitled to dividends in such amounts
and at such times as our Board of Directors in its discretion may
declare out of funds legally available for the payment of
dividends. We currently do not anticipate paying any cash dividends
on the common stock in the foreseeable future. Any future dividends
will be paid at the discretion of our Board of Directors after
taking into account various factors, including:
●
general
business conditions;
●
industry
practice;
●
our
financial condition and performance;
●
our
future prospects;
●
our
cash needs and capital investment plans;
●
our
obligations to holders of any preferred stock we may
issue;
●
income
tax consequences; and
●
the
restrictions Florida and other applicable laws and our credit
arrangements may impose, from time to time.
If we
liquidate or dissolve our business, the holders of our common stock
will share ratably in all our assets that are available for
distribution to our stockholders after our creditors are paid in
full and the holders of all series of our outstanding preferred
stock, if any, receive their liquidation preferences in
full.
Our
common stock has no preemptive rights and is not convertible or
redeemable or entitled to the benefits of any sinking or repurchase
fund.
Preferred Stock
The
Company has 65,000,000 authorized shares of Series A Preferred
Stock par value $0.001 per share. As of April 5, 2021,
13,992,340 shares of Series A Preferred Stock are outstanding. The
Company has 30,000,000 authorized shares of Series B Preferred
Stock par value $0.001 per share. As of April 5, 2021, 1,327,640
shares of Series B Preferred Stock are outstanding. The Company has
1 authorized share of Series AA Convertible Preferred Stock par
value $0.001 per share. As of April 5, 2021, 1 share of Series AA
Convertible Preferred Stock is outstanding.
9
Our
Board has the authority, within the limitations and restrictions in
our articles of incorporation, to issue shares of preferred stock
in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, terms of
redemption, redemption prices, liquidation preferences and the
number of shares constituting any series or the designation of any
series, without further vote or action by the stockholders. The
issuance of shares of preferred stock may have the effect of
delaying, deferring or preventing a change in our control without
further action by the stockholders. The issuance of shares of
preferred stock with voting and conversion rights may adversely
affect the voting power of the holders of our common stock. In some
circumstances, this issuance could have the effect of decreasing
the market price of our common stock.
Undesignated
preferred stock may enable our Board to render more difficult or to
discourage an attempt to obtain control of the Company by means of
a tender offer, proxy contest, merger or otherwise, and thereby to
protect the continuity of our management. The issuance of shares of
preferred stock may adversely affect the rights of our common
stockholders. For example, any shares of preferred stock issued may
rank senior to the common stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may
be convertible into shares of common stock. As a result, the
issuance of shares of preferred stock, or the issuance of rights to
purchase shares of preferred stock, may discourage an unsolicited
acquisition proposal or bids for our common stock or may otherwise
adversely affect the market price of our common stock or any
existing preferred stock.
Series A Convertible Preferred Stock
The Series A Preferred Stock has a stated value of $750.00 per
share. Each one share of Series A Preferred Stock is convertible
into one (1) share of Common Stock. In the event the Common Stock
price per share is lower than $0.10 (ten cents) per share then the
Conversion shall be set at $0.035 per share. The Common Stock
shares are governed by Lock-Up/Leak-Out Agreements.
Series B Convertible Preferred Stock
Thirty million (30,000,000) shares of preferred stock were
designated as a new Series B Preferred stock in April 2016. This
new Series B Preferred Stock has a $0.001 par value, and each 300
shares is convertible into one share of the Company’s common
stock, with a stated value of $375 per share.
Series AA Convertible Preferred Stock
In March 2018, the Company authorized and issued one share of
Series AA convertible preferred stock which provides for the holder
to vote on all matters as a class with the holders of Common Stock
and each share of Series AA Convertible Preferred Stock shall be
entitled to 51% of the common votes on any matters requiring a
shareholder vote of the Company. Each one share of Series AA
Convertible Preferred Stock is convertible into one (1) share of
Common Stock. Mark Lucky, our CEO, is the holder of the one share
of Series AA Convertible Preferred Stock.
Options and Warrants
As of
April 5, 2021, there are no outstanding options to purchase our
securities.
As of
April 5, 2021, there are 39,370,677 outstanding warrants to
purchase our securities.
10
Florida Anti-Takeover Law and Certain Charter and Bylaw
Provisions
Provisions
of our articles of incorporation and bylaws may delay or prevent a
takeover which may not be in the best interests of our
stockholders. Provisions of our articles of incorporation and
bylaws may be deemed to have anti-takeover effects, which include
when and by whom special meetings of our stockholders may be
called, and may delay, defer, or prevent a takeover attempt. In
addition, certain provisions of Florida law also may be deemed to
have certain anti-takeover effects which include that control of
shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved
by a majority of a corporation’s disinterested stockholders.
Our articles of incorporation and bylaws:
●
authorize
the issuance of “blank check” preferred stock that
could be issued by our board of directors to thwart a takeover
attempt;
●
provide
that vacancies on our board of directors, may be filled by a
majority vote of directors then in office;
●
place
restrictive requirements on how special meetings of stockholders
may be called by our stockholders; do not provide stockholders with
the ability to cumulate their votes; and
●
provide
that our board of directors or a majority of our stockholders may
amend our bylaws.
OTC Pink Quotation
Our
common stock is currently quoted on the OTC Pink under the symbol
“VISM”.
Transfer Agent
The
transfer agent and registrar for our common stock is Madison Stock
Transfer, Inc. (“Madison Stock”). The principal office
of Madison Stock is located at 2500 Coney Island Avenue, Brooklyn,
New York11223 and its telephone number is (718)
627-4453.
The
debt securities that we may offer by this prospectus consist of
notes, debentures, or other evidences of indebtedness. The debt
securities may constitute either senior or subordinated debt
securities, and in either case may be either secured or unsecured.
Any debt securities that we offer and sell will be our direct
obligations. Debt securities may be issued in one or more series.
All debt securities of any one series need not be issued at the
same time, and unless otherwise provided, a series of debt
securities may be reopened, with the required consent of the
holders of outstanding debt securities, for issuance of additional
debt securities of that series or to establish additional terms of
that series of debt securities (with such additional terms
applicable only to unissued or additional debt securities of that
series). The form of indenture has been filed as an exhibit to the
registration statement of which this prospectus is a part and is
subject to any amendments or supplements that we may enter into
with the trustee(s), however, we may issue debt securities not
subject to the indenture provided such terms of debt securities are
not otherwise required to be set forth in the indenture. The
material terms of the indenture are summarized below and we refer
you to the indenture for a detailed description of these material
terms. Additional or different provisions that are applicable to a
particular series of debt securities will, if material, be
described in a prospectus supplement relating to the offering of
debt securities of that series. These provisions may include, among
other things and to the extent applicable, the
following:
●
the
title of the debt securities, including, as applicable, whether the
debt securities will be issued as senior debt securities, senior
subordinated debt securities or subordinated debt securities, any
subordination provisions particular to the series of debt
securities;
●
any
limit on the aggregate principal amount of the debt
securities;
●
whether
the debt securities are senior debt securities or subordinated debt
securities and applicable subordination provisions, if
any;
●
whether
the debt securities will be secured or unsecured;
●
if
other than 100% of the aggregate principal amount, the percentage
of the aggregate principal amount at which we will sell the debt
securities, such as an original issuance discount;
●
the
date or dates, whether fixed or extendable, on which the principal
of the debt securities will be payable;
●
the
rate or rates, which may be fixed or variable, at which the debt
securities will bear interest, if any, the date or dates from which
any such interest will accrue, the interest payment dates on which
we will pay any such interest, the basis upon which interest will
be calculated if other than that of a 360-day year consisting of
twelve 30-day months, and, in the case of registered securities,
the record dates for the determination of holders to whom interest
is payable;
●
the
place or places where the principal of and any premium or interest
on the debt securities will be payable and where the debt
securities may be surrendered for conversion or
exchange;
●
whether
we may, at our option, redeem the debt securities, and if so, the
price or prices at which, the period or periods within which, and
the terms and conditions upon which, we may redeem the debt
securities, in whole or in part, pursuant to any sinking fund or
otherwise;
●
if
other than 100% of the aggregate principal amount thereof, the
portion of the principal amount of the debt securities which will
be payable upon declaration of acceleration of the maturity date
thereof or provable in bankruptcy, or, if applicable, which is
convertible or exchangeable;
●
any
obligation we may have to redeem, purchase or repay the debt
securities pursuant to any sinking fund or analogous provisions or
at the option of a holder of debt securities, and the price or
prices at which, the currency in which and the period or periods
within which, and the terms and conditions upon which, the debt
securities will be redeemed, purchased or repaid, in whole or in
part, pursuant to any such obligation, and any provision for the
remarketing of the debt securities;
●
the
issuance of debt securities as registered securities or
unregistered securities or both, and the rights of the holders of
the debt securities to exchange unregistered securities for
registered securities, or vice versa, and the circumstances under
which any such exchanges, if permitted, may be made;
●
the
denominations, which may be in United States Dollars or in any
foreign currency, in which the debt securities will be issued, if
other than denominations of $1,000 and any integral multiple
thereof;
●
whether
the debt securities will be issued in the form of certificated debt
securities, and if so, the form of the debt securities (or forms
thereof if unregistered and registered securities are issuable in
that series), including the legends required by law or as we deem
necessary or appropriate, the form of any coupons or temporary
global security which may be issued and the forms of any other
certificates which may be required under the indenture or which we
may require in connection with the offering, sale, delivery or
exchange of the debt securities;
12
●
if
other than United States Dollars, the currency or currencies in
which payments of principal, interest and other amounts payable
with respect to the debt securities will be denominated, payable,
redeemable or repurchasable, as the case may be;
●
whether
the debt securities may be issuable in tranches;
●
the
obligations, if any, we may have to permit the conversion or
exchange of the debt securities into common stock, preferred stock
or other capital stock or property, or a combination thereof, and
the terms and conditions upon which such conversion or exchange
will be effected (including conversion price or exchange ratio),
and any limitations on the ownership or transferability of the
securities or property into which the debt securities may be
converted or exchanged;
●
if
other than the trustee under the indenture, any trustees,
authenticating or paying agents, transfer agents or registrars or
any other agents with respect to the debt securities;
●
any
deletions from, modifications of or additions to the events of
default with respect to the debt securities or the right of the
Trustee or the holders of the debt securities in connection with
events of default;
●
any
deletions from, modifications of or additions to the covenants with
respect to the debt securities;
●
if the
amount of payments of principal of, and make-whole amount, if any,
and interest on the debt securities may be determined with
reference to an index, the manner in which such amount will be
determined;
●
whether
the debt securities will be issued in whole or in part in the
global form of one or more debt securities and, if so, the
depositary for such debt securities, the circumstances under which
any such debt security may be exchanged for debt securities
registered in the name of, and under which any transfer of debt
securities may be registered in the name of, any person other than
such depositary or its nominee, and any other provisions regarding
such debt securities;
●
whether,
under what circumstances and the currency in which, we will pay
additional amounts on the debt securities to any holder of the debt
securities who is not a United States person in respect of any tax,
assessment or governmental charge and, if so, whether we will have
the option to redeem such debt securities rather than pay such
additional amounts, and the terms of any such option;
●
whether
the debt securities will be secured by any collateral and, if so, a
general description of the collateral and the terms of any related
security, pledge or other agreements;
●
the
persons to whom any interest on the debt securities will be
payable, if other than the registered holders thereof on the
regular record date therefor; and
●
any
other material terms or conditions upon which the debt securities
will be issued.
Unless
otherwise indicated in the applicable prospectus supplement, we
will issue debt securities in fully registered form without coupons
and in denominations of $1,000 and in integral multiples of $1,000,
and interest will be computed on the basis of a 360-day year of
twelve 30-day months. If any interest payment date or the maturity
date falls on a day that is not a business day, then the payment
will be made on the next business day without additional interest
and with the same effect as if it were made on the originally
scheduled date. “Business day” means any calendar day
that is not a Saturday, Sunday or legal holiday in New York, New
York, and on which the trustee and commercial banks are open for
business in New York, New York.
Unless
we inform you otherwise in a prospectus supplement, each series of
our senior debt securities will rank equally in right of payment
with all of our other unsubordinated debt. The subordinated debt
securities will rank junior in right of payment and be subordinate
to all of our unsubordinated debt.
Unless
otherwise indicated in the applicable prospectus supplement, the
trustee will act as paying agent and registrar for the debt
securities under the indenture. We may act as paying agent under
the indenture.
The
prospectus supplement will contain a description of United States
federal income tax consequences relating to the debt securities, to
the extent applicable.
Covenants
The
applicable prospectus supplement will describe any covenants, such
as restrictive covenants restricting us or our subsidiaries, if
any, from incurring, issuing, assuming or guarantying any
indebtedness or restricting us or our subsidiaries, if any, from
paying dividends or acquiring any of our or its capital
stock.
13
Consolidation, Merger and Transfer of Assets
The
indenture permits a consolidation or merger between us and another
entity and/or the sale, conveyance or lease by us of all or
substantially all of our property and assets, provided
that:
●
the
resulting or acquiring entity, if other than us, is organized and
existing under the laws of a United States jurisdiction and assumes
all of our responsibilities and liabilities under the indenture,
including the payment of all amounts due on the debt securities and
performance of the covenants in the indenture;
●
immediately
after the transaction, and giving effect to the transaction, no
event of default under the indenture exists; and
●
we have
delivered to the trustee an officers’ certificate stating
that the transaction and, if a supplemental indenture is required
in connection with the transaction, the supplemental indenture
comply with the indenture and that all conditions precedent to the
transaction contained in the indenture have been
satisfied.
If we
consolidate or merge with or into any other entity, or sell or
lease all or substantially all of our assets in compliance with the
terms and conditions of the indenture, the resulting or acquiring
entity will be substituted for us in the indenture and the debt
securities with the same effect as if it had been an original party
to the indenture and the debt securities. As a result, such
successor entity may exercise our rights and powers under the
indenture and the debt securities, in our name and, except in the
case of a lease, we will be released from all our liabilities and
obligations under the indenture and under the debt
securities.
Notwithstanding
the foregoing, we may transfer all of our property and assets to
another entity if, immediately after giving effect to the transfer,
such entity is our wholly owned subsidiary. The term “wholly
owned subsidiary” means any subsidiary in which we and/or our
other wholly owned subsidiaries, if any, own all of the outstanding
capital stock.
Modification and Waiver
Under
the indenture, some of our rights and obligations and some of the
rights of the holders of the debt securities may be modified or
amended with the consent of the holders of not less than a majority
in aggregate principal amount of the outstanding debt securities
affected by the modification or amendment. However, the following
modifications and amendments will not be effective against any
holder without its consent:
●
a
change in the stated maturity date of any payment of principal or
interest;
●
a
reduction in the principal amount of or interest on any debt
securities;
●
an
alteration or impairment of any right to convert at the rate or
upon the terms provided in the indenture;
●
a
change in the currency in which any payment on the debt securities
is payable;
●
an
impairment of a holder’s right to sue us for the enforcement
of payments due on the debt securities; or
●
a
reduction in the percentage of outstanding debt securities required
to consent to a modification or amendment of the indenture or
required to consent to a waiver of compliance with certain
provisions of the indenture or certain defaults under the
indenture.
Under
the indenture, the holders of not less than a majority in aggregate
principal amount of the outstanding debt securities may, on behalf
of all holders of the debt securities:
●
waive
compliance by us with certain restrictive provisions of the
indenture; and
●
waive
any past default under the indenture in accordance with the
applicable provisions of the indenture, except a default in the
payment of the principal of or interest on any series of debt
securities.
14
Events of Default
Unless
we indicate otherwise in the applicable prospectus supplement,
“event of default” under the indenture will mean, with
respect to any series of debt securities, any of the
following:
●
failure
to pay interest on any debt security for 30 days after the payment
is due;
●
failure
to pay the principal of any debt security when due, either at
maturity, upon redemption, by declaration or
otherwise;
●
failure
on our part to observe or perform any other covenant or agreement
in the indenture that applies to the debt securities for 90 days
after we have received written notice of the failure to perform in
the manner specified in the indenture; and
●
certain
events of bankruptcy, insolvency or reorganization.
Remedies Upon an Event of Default
If an
event of default occurs and continues, the trustee or the holders
of not less than 25% in aggregate principal amount of the
outstanding debt securities of such series may declare the entire
principal of all the debt securities to be due and payable
immediately, except that, if the event of default is caused by
certain events in bankruptcy, insolvency or reorganization, the
entire principal of all of the debt securities of such series will
become due and payable immediately without any act on the part of
the trustee or holders of the debt securities. If such a
declaration occurs, the holders of a majority of the aggregate
principal amount of the outstanding debt securities of such series
can, subject to conditions, rescind the declaration.
The
indenture requires us to furnish to the trustee not less often than
annually, a certificate from our principal executive officer,
principal financial officer or principal accounting officer, as the
case may be, as to such officer’s knowledge of our compliance
with all conditions and covenants under the indenture. The trustee
may withhold notice to the holders of debt securities of any
default, except defaults in the payment of principal of or interest
on any debt securities if the trustee in good faith determines that
the withholding of notice is in the best interests of the holders.
For purposes of this paragraph, “default” means any
event which is, or after notice or lapse of time or both would
become, an event of default under the indenture.
The
trustee is not obligated to exercise any of its rights or powers
under the indenture at the request, order or direction of any
holders of debt securities, unless the holders offer the trustee
satisfactory security or indemnity. If satisfactory security or
indemnity is provided, then, subject to other rights of the
trustee, the holders of a majority in aggregate principal amount of
the outstanding debt securities may direct the time, method and
place of:
●
conducting
any proceeding for any remedy available to the trustee;
or
●
exercising
any trust or power conferred upon the trustee.
The
holder of a debt security will have the right to begin any
proceeding with respect to the indenture or for any remedy only
if:
●
the
holder has previously given the trustee written notice of a
continuing event of default;
●
the
holders of not less than a majority in aggregate principal amount
of the outstanding debt securities have made a written request of,
and offered reasonable indemnity to, the trustee to begin such
proceeding;
●
the
trustee has not started such proceeding within 60 days after
receiving the request; and
●
no
direction inconsistent with such written request has been given to
the trustee under the indenture.
However,
the holder of any debt security will have an absolute right to
receive payment of principal of and interest on the debt security
when due and to institute suit to enforce this
payment.
15
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge of Indenture. Unless otherwise
indicated in the applicable prospectus supplement, if at any
time,
●
we have
paid the principal of and interest on all the debt securities of
any series, except for debt securities which have been destroyed,
lost or stolen and which have been replaced or paid in accordance
with the indenture, as and when the same shall have become due and
payable, or
●
we have
delivered to the trustee for cancellation all debt securities of
any series theretofore authenticated, except for debt securities of
such series which have been destroyed, lost or stolen and which
have been replaced or paid as provided in the indenture,
or
●
all the
debt securities of such series not theretofore delivered to the
trustee for cancellation have become due and payable, or are by
their terms are to become due and payable within one year or are to
be called for redemption within one year, and we have deposited
with the trustee, in trust, sufficient money or government
obligations, or a combination thereof, to pay the principal, any
interest and any other sums due on the debt securities, on the
dates the payments are due or become due under the indenture and
the terms of the debt securities,
then
the indenture shall cease to be of further effect with respect to
the debt securities of such series, except for:
●
rights
of registration of transfer and exchange, and our right of optional
redemption;
●
substitution
of mutilated, defaced, destroyed, lost or stolen debt
securities;
●
rights
of holders to receive payments of principal thereof and interest
thereon upon the original stated due dates therefor (but not upon
acceleration) and remaining rights of the holders to receive
mandatory sinking fund payments, if any;
●
the
rights, obligations and immunities of the trustee under the
indenture; and
●
the
rights of the holders of such series of debt securities as
beneficiaries thereof with respect to the property so deposited
with the trustee payable to all or any of them.
Defeasance and Covenant Defeasance. Unless otherwise
indicated in the applicable prospectus supplement, we may elect
with respect to any debt securities of any series
either:
●
to
defease and be discharged from all of our obligations with respect
to such debt securities (“defeasance”), with certain
exceptions described below; or
●
to be
released from our obligations with respect to such debt securities
under such covenants as may be specified in the applicable
prospectus supplement, and any omission to comply with those
obligations will not constitute a default or an event of default
with respect to such debt securities (“covenant
defeasance”).
We must
comply with the following conditions before the defeasance or
covenant defeasance can be effected:
●
we must
irrevocably deposit with the indenture trustee or other qualifying
trustee, under the terms of an irrevocable trust agreement in form
and substance satisfactory to the trustee, trust funds in trust
solely for the benefit of the holders of such debt securities,
sufficient money or government obligations, or a combination
thereof, to pay the principal, any interest and any other sums on
the due dates for those payments; and
●
we must
deliver to the trustee an opinion of counsel to the effect that the
holders of such debt securities will not recognize income, gain or
loss for federal income tax purposes as a result of defeasance or
covenant defeasance, as the case may be, to be effected with
respect to such debt securities and will be subject to federal
income tax on the same amount, in the same manner and at the same
times as would be the case if such defeasance or covenant
defeasance, as the case may be, had not occurred.
16
In
connection with defeasance, any irrevocable trust agreement
contemplated by the indenture must include, among other things,
provision for:
●
payment
of the principal of and interest on such debt securities, if any,
appertaining thereto when due (by redemption, sinking fund payments
or otherwise),
●
the
payment of the expenses of the trustee incurred or to be incurred
in connection with carrying out such trust provisions,
●
rights
of registration, transfer, substitution and exchange of such debt
securities in accordance with the terms stated in the indenture,
and
●
continuation
of the rights, obligations and immunities of the trustee as against
the holders of such debt securities as stated in the
indenture.
The
accompanying prospectus supplement may further describe any
provisions permitting or restricting defeasance or covenant
defeasance with respect to the debt securities of a particular
series.
Global Securities
Unless
otherwise indicated in the applicable prospectus supplement, each
debt security offered by this prospectus will be issued in the form
of one or more global debt securities representing all or part of
that series of debt securities. This means that we will not issue
certificates for that series of debt securities to the holders.
Instead, a global debt security representing that series will be
deposited with, or on behalf of, a securities depositary and
registered in the name of the depositary or a nominee of the
depositary. Any such depositary must be a clearing agency
registered under the Exchange Act. We will describe the specific
terms of the depositary arrangement with respect to a series of
debt securities to be represented by a global security in the
applicable prospectus supplement.
Notices
We will
give notices to holders of the debt securities by mail at the
addresses listed in the security register. In the case of notice in
respect of unregistered securities or coupon securities, we may
give notice by publication in a newspaper of general circulation in
New York, New York.
Governing Law
The
particular terms of a series of debt securities will be described
in a prospectus supplement relating to such series of debt
securities. Any indentures will be subject to and governed by the
Trust Indenture Act of 1939, as amended, and may be supplemented or
amended from time to time following their execution. Unless
otherwise stated in the applicable prospectus supplement, we will
not be limited in the amount of debt securities that we may issue,
and neither the senior debt securities nor the subordinated debt
securities will be secured by any of our property or assets. Thus,
by owning debt securities, you are one of our unsecured
creditors.
Regarding the Trustee
From
time to time, we may maintain deposit accounts and conduct other
banking transactions with the trustee to be appointed under the
indenture or its affiliates in the ordinary course of
business.
We may
offer to sell warrants from time to time. If we do so, we will
describe the specific terms of the warrants in a prospectus
supplement. In particular, we may issue warrants for the purchase
of common stock, preferred stock and/or debt securities in one or
more series. We may also issue warrants independently or together
with other securities and the warrants may be attached to or
separate from those securities.
We will
evidence each series of warrants by warrant certificates that we
will issue under a separate agreement. We will enter into the
warrant agreement with a warrant agent. We will indicate the name
and address of the warrant agent in the applicable prospectus
supplement relating to a particular series of
warrants.
We will
describe in the applicable prospectus supplement the terms of the
series of warrants, including:
●
the
offering price and aggregate number of warrants
offered;
●
the
currency for which the warrants may be purchased;
●
if
applicable, the designation and terms of the securities with which
the warrants are issued and the number of warrants issued with each
such security or each principal amount of such
security;
●
if
applicable, the date on and after which the warrants and the
related securities will be separately transferable;
●
in the
case of warrants to purchase debt securities, the principal amount
of debt securities purchasable upon exercise of one warrant and the
price at, and currency in which, this principal amount of debt
securities may be purchased upon such exercise;
●
in the
case of warrants to purchase common stock or preferred stock, the
number of shares of common stock or preferred stock, as the case
may be, purchasable upon the exercise of one warrant and the price
at which these shares may be purchased upon such
exercise;
●
the
effect of any merger, consolidation, sale or other disposition of
our business on the warrant agreement and the
warrants;
●
the
terms of any rights to redeem or call the warrants;
●
any
provisions for changes to or adjustments in the exercise price or
number of securities issuable upon exercise of the
warrants;
●
the
dates on which the right to exercise the warrants will commence and
expire;
●
the
manner in which the warrant agreement and warrants may be
modified;
●
certain
United States federal income tax consequences of holding or
exercising the warrants;
●
the
terms of the securities issuable upon exercise of the warrants;
and
●
any
other specific material terms, preferences, rights or limitations
of or restrictions on the warrants.
17
Holders
may exercise the warrants by delivering the warrant certificate
representing the warrants to be exercised together with other
requested information, and paying the required amount to the
warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth in the
applicable prospectus supplement the information that the holder of
the warrant will be required to deliver to the warrant
agent.
Upon
receipt of the required payment and the warrant certificate
properly completed and duly executed at the office of the warrant
agent or any other office indicated in the applicable prospectus
supplement, we will issue and deliver the securities purchasable
upon such exercise. If a holder exercises fewer than all of the
warrants represented by the warrant certificate, then we will issue
a new warrant certificate for the remaining amount of
warrants.
Holder
will not have any of the rights of the holders of the securities
purchasable upon the exercise of warrants until you exercise them.
Accordingly, holder will not be entitled to, among other things,
vote or receive dividend payments or similar distributions on the
securities you can purchase upon exercise of the
warrants.
The
information provided above is only a summary of the terms under
which we may offer warrants for sale. Accordingly, investors must
carefully review the applicable warrant agreement for more
information about the specific terms and conditions of these
warrants before investing in us. In addition, please carefully
review the information provided in the applicable prospectus
supplement, which contains additional information that is important
for you to consider in evaluating an investment in our
securities.
We may
issue rights to our stockholders to purchase shares of our common
stock or preferred stock described in this prospectus. We may offer
rights separately or together with one or more additional rights,
preferred stock, common stock, warrants or any combination of those
securities in the form of units, as described in the applicable
prospectus supplement. Each series of rights will be issued under a
separate rights agreement to be entered into between us and a bank
or trust company, as rights agent. The rights agent for any rights
we offer will be set forth in the applicable prospectus supplement.
The rights agent will act solely as our agent in connection with
the certificates relating to the rights of the series of
certificates and will not assume any obligation or relationship of
agency or trust for or with any holders of rights certificates or
beneficial owners of rights. The following description sets forth
certain general terms and provisions of the rights to which any
prospectus supplement may relate. The particular terms of the
rights to which any prospectus supplement may relate and the
extent, if any, to which the general provisions may apply to the
rights so offered will be described in the applicable prospectus
supplement. To the extent that any particular terms of the rights,
rights agreement or rights certificates described in a prospectus
supplement differ from any of the terms described below, then the
terms described below will be deemed to have been superseded by
that prospectus supplement. We encourage you to read the applicable
rights agreement and rights certificate for additional information
before you decide whether to purchase any of our
rights.
The
prospectus supplement relating to any rights that we offer will
include specific terms relating to the offering, including, among
other matters:
●
the
date of determining the stockholders entitled to the rights
distribution;
●
the
aggregate number of shares of common stock, preferred stock or
other securities purchasable upon exercise of the
rights;
●
the
exercise price;
●
the
aggregate number of rights issued;
●
whether
the rights are transferrable and the date, if any, on and after
which the rights may be separately transferred;
●
the
date on which the right to exercise the rights will commence, and
the date on which the right to exercise the rights will
expire;
●
the
method by which holders of rights will be entitled to
exercise;
●
the
conditions to the completion of the offering;
●
the
withdrawal, termination and cancellation rights;
●
whether
there are any backstop or standby purchaser or purchasers and the
terms of their commitment;
●
whether
stockholders are entitled to oversubscription right;
●
any
U.S. federal income tax considerations; and
●
any
other terms of the rights, including terms, procedures and
limitations relating to the distribution, exchange and exercise of
the rights.
If less
than all of the rights issued in any rights offering are exercised,
we may offer any unsubscribed securities directly to persons other
than stockholders, to or through agents, underwriters or dealers or
through a combination of such methods, including pursuant to
standby arrangements, as described in the applicable prospectus
supplement. In connection with any rights offering, we may enter
into a standby underwriting or other arrangement with one or more
underwriters or other persons pursuant to which such underwriters
or other persons would purchase any offered securities remaining
unsubscribed for after such rights offering.
We may
issue units consisting of any combination of the other types of
securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we will
issue under a separate agreement. We may enter into unit agreements
with a unit agent. We will indicate the name and address of the
unit agent in the applicable prospectus supplement relating to a
particular series of units.
The
following description, together with the additional information
included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this
prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you
related to the series of units being offered, as well as the
complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms
and provisions and we will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate
by reference from another report that we file with the SEC, the
form of each unit agreement relating to units offered under this
prospectus.
If we
offer any units, certain terms of that series of units will be
described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
●
the
title of the series of units;
●
identification
and description of the separate constituent securities comprising
the units;
●
the
price or prices at which the units will be issued;
●
the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
●
a
discussion of certain United States federal income tax
considerations applicable to the units; and
●
any
other terms of the units and their constituent
securities.
We may sell the securities from time to time to or through
underwriters or dealers, through agents, or directly to one or more
purchasers. The securities offered by this prospectus may be sold
from time to time in the open market, through privately negotiated
transactions or a combination of these methods, at a fixed price to
be set forth in the applicable pricing supplement until our common
stock is quoted on the OTCQB or OTCQX Market of OTC Markets, Inc.,
or a national securities exchange (of which there can be no
assurance), and thereafter at market prices prevailing at the time
of sale or at negotiated prices. A distribution of the securities
offered by this prospectus may also be effected through the
issuance of derivative securities, including without limitation,
warrants and rights. In addition, the manner in which we may sell
some or all of the securities covered by this prospectus includes,
without limitation, through:
●
a block
trade in which a broker-dealer will attempt to sell as agent, but
may position or resell a portion of the block, as principal, in
order to facilitate the transaction;
●
purchases
by a broker-dealer, as principal, and resale by the broker-dealer
for its account; or
●
ordinary
brokerage transactions and transactions in which a broker solicits
purchasers.
A prospectus supplement or supplements with respect to each series
of securities will describe the terms of the offering, including,
to the extent applicable:
●
the
terms of the offering;
●
the
name or names of the underwriters or agents and the amounts of
securities underwritten or purchased by each of them, if
any;
●
the
public offering price or purchase price of the securities or other
consideration therefor, and the proceeds to be received by us from
the sale;
●
any
delayed delivery requirements;
●
any
over-allotment options under which underwriters may purchase
additional securities from us;
●
any
underwriting discounts or agency fees and other items constituting
underwriters’ or agents’ compensation;
●
any
discounts or concessions allowed or re-allowed or paid to dealers;
and
●
any
securities exchange or market on which the securities may be listed
or quoted.
20
The offer and sale of the securities described in this prospectus
by us, the underwriters or the third parties described above may be
effected from time to time in one or more transactions, including
privately negotiated transactions, initially at a fixed
price to be set forth in the
applicable pricing supplement. If and when our common
stock is quoted on the OTCQB or OTCQX Market of OTC Markets, Inc.,
or a national securities exchange (of which there can be no
assurance), then the securities described in this prospectus may be
offered and sold either:
●
at a
fixed price or prices, which may be changed;
●
in an
“at the market” offering within the meaning of Rule
415(a)(4) of the Securities Act;
●
at
prices related to such prevailing market prices; or
●
at
negotiated prices.
Only underwriters named in the prospectus supplement will be
underwriters of the securities offered by the prospectus
supplement.
Underwriters and Agents; Direct Sales
If underwriters are used in a sale, they will acquire the offered
securities for their own account and may resell the offered
securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. We may offer the
securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a
syndicate.
Unless the prospectus supplement states otherwise, the obligations
of the underwriters to purchase the securities will be subject to
the conditions set forth in the applicable underwriting agreement.
Subject to certain conditions, the underwriters will be obligated
to purchase all of the securities offered by the prospectus
supplement, other than securities covered by any over-allotment
option. Any public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may change from time to
time. We may use underwriters with whom we have a material
relationship. We will describe in the prospectus supplement, naming
the underwriter, the nature of any such relationship.
We may sell securities directly or through agents we designate from
time to time. We will name any agent involved in the offering and
sale of securities, and we will describe any commissions we will
pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase securities
from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. We will
describe the conditions to these contracts and the commissions we
must pay for solicitation of these contracts in the prospectus
supplement.
Dealers
We may sell the offered securities to dealers as principals. The
dealer may then resell such securities to the public either at
varying prices to be determined by the dealer or at a fixed
offering price agreed to with us at the time of
resale.
Institutional Purchasers
We may authorize agents, dealers or underwriters to solicit certain
institutional investors to purchase offered securities on a delayed
delivery basis pursuant to delayed delivery contracts providing for
payment and delivery on a specified future date. The applicable
prospectus supplement or other offering materials, as the case may
be, will provide the details of any such arrangement, including the
offering price and commissions payable on the
solicitations.
We will enter into such delayed contracts only with institutional
purchasers that we approve. These institutions may include
commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable
institutions.
21
Indemnification; Other Relationships
We may provide agents, underwriters, dealers and remarketing firms
with indemnification against certain civil liabilities, including
liabilities under the Securities Act, or contribution with respect
to payments that the agents or underwriters may make with respect
to these liabilities. Agents, underwriters, dealers and remarketing
firms, and their affiliates, may engage in transactions with, or
perform services for, us in the ordinary course of business. This
includes commercial banking and investment banking
transactions.
Market-Making; Stabilization and Other Transactions
There is currently no market for any of the offered securities,
other than our common stock, which is quoted on the OTC Pink
market. If the offered securities are traded after their initial
issuance, they may trade at a discount from their initial offering
price, depending upon prevailing interest rates, the market for
similar securities and other factors. While it is possible that an
underwriter could inform us that it intends to make a market in the
offered securities, such underwriter would not be obligated to do
so, and any such market-making could be discontinued at any time
without notice. Therefore, no assurance can be given as to whether
an active trading market will develop for the offered securities.
We have no current plans for listing of the preferred stock,
warrants or rights on any securities exchange or quotation system;
any such listing with respect to any particular preferred stock,
warrants or rights will be described in the applicable prospectus
supplement or other offering materials, as the case may
be.
Any underwriter may engage in over-allotment, stabilizing
transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Securities Exchange Act of
1934, as amended, or the Exchange Act. Over-allotment involves
sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum price. Syndicate-covering or other short-covering
transactions involve purchases of the securities, either through
exercise of the over-allotment option or in the open market after
the distribution is completed, to cover short positions. Penalty
bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are
purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities
to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any
time.
Any underwriters or agents that are qualified market makers on the
OTC Pink market may engage in passive market making transactions in
our common stock on the OTC Pink market in accordance with
Regulation M under the Exchange Act, during the business day prior
to the pricing of the offering, before the commencement of offers
or sales of our common stock. Passive market makers must comply
with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must
display its bid at a price not in excess of the highest independent
bid for such security; if all independent bids are lowered below
the passive market maker’s bid, however, the passive market
maker’s bid must then be lowered when certain purchase limits
are exceeded. Passive market making may stabilize the market price
of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued
at any time.
Fees and Commissions
If 5% or more of the net proceeds of any offering of securities
made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons
of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
Lucosky
Brookman LLP will pass upon certain legal matters relating to the
issuance and sale of the securities offered hereby on behalf of
Visium Technologies, Inc. Additional legal matters may be passed
upon for us or any underwriters, dealers or agents, by counsel that
we will name in the applicable prospectus supplement.
Our
consolidated balance sheets as of June 30, 2020 and 2019, and
the related consolidated statements of operations,
stockholders’ deficit, and cash flows for each of those two
years have been audited by Assurance Dimensions, Inc., an
independent registered public accounting firm, as set forth in its
report incorporated by reference and are included in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.
Item 14. Other Expenses of
Issuance and Distribution.
The
following is an estimate of the expenses (all of which are to be
paid by the registrant) that we may incur in connection with the
securities being registered hereby.
SEC
registration fee
$
5,455.00
FINRA
filing fee
*
Printing
expenses
*
Legal
fees and expenses
*
Accounting
fees and expenses
*
Blue
Sky, qualification fees and expenses
*
Transfer
agent fees and expenses
*
Trustee
fees and expenses
*
Warrant
agent fees and expenses
*
Miscellaneous
*
Total
$
*
*
These
fees are calculated based on the securities offered and the number
of issuances and accordingly cannot be estimated at this
time.
Item 15. Indemnification of Directors and Officers.
The Registrant is a Florida corporation. The FBCA, provides that,
in general, a business corporation may indemnify any person who is
or was a party to any proceeding (other than an action by, or in
the right of, the corporation) by reason of the fact that he or she
is or was a director or officer of the corporation, against
liability incurred in connection with such proceeding, including
any appeal thereof, provided certain standards are met, including
that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with
respect to any criminal proceeding, the officer or director had no
reasonable cause to believe his or her conduct was unlawful. In the
case of proceedings by or in the right of the corporation, the FBCA
provides that, in general, a corporation may indemnify any person
who was or is a party to any such proceeding by reason of the fact
that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of
such proceedings, including any appeal thereof, provided that such
person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
corporation, except that no indemnification shall be made in
respect of any claim as to which such person is adjudged liable
unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to
indemnity. To the extent that any officers or directors are wholly
successful, on the merits or otherwise, in the defense of any of
the proceedings described above, the FBCA provides that the
corporation is required to indemnify such officers or directors
against expenses incurred in connection therewith. However, the
FBCA further provides that, in general, indemnification or
advancement of expenses shall not be made to or on behalf of any
officer or director if a judgment or other final adjudication
establishes that his or her actions, or omissions to act, were
material to the cause of the action so adjudicated and constitute:
(i) willful or intentional misconduct or a conscious disregard
for the best interests of the corporation in a proceeding by or in
the right of the corporation to procure a judgment in its favor or
in a proceeding by or in the right of a shareholder; (ii) a
transaction from which the director or officer derived an improper
personal benefit; (iii) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe it
was unlawful; or (iii) in the case of a director, a circumstance
under which the director has voted for or assented to a
distribution made in violation of the FBCA or the
corporation’s articles of incorporation.
Consent
of Assurance Dimensions, Inc., independent registered public
accounting firm
☒
23.2
Consent
of Lucosky Brookman LLP (Included in Exhibit 5.1)
25.1**
Statement
of Eligibility of Trustee on Form T-1 under the Trust Indenture Act
of 1939, as amended
*
To be
filed by amendment or incorporated by reference in connection with
the offering of the securities.
**
To be
filed, if applicable, pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii)
To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b)
that is a part of the registration statement.
25
(2)
That
for the purpose of determining any liability under the Securities
Act of 1933 each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)
That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability under the Securities Act
to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(6)
That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)
The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
26
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide
offering thereof.
(h)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
(j) The
undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act (the
“Act”) in accordance with the rules and regulations
prescribed by the SEC under section 305(b)(2) of the
Act.
27
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairfax,
State of Virginia, on April 9, 2021.