8-K - VISM - Equibles

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2020

VISIUM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	000-25753	87-04496677
(State or other jurisdiction<br><br><br>of incorporation)	(Commission<br><br><br>File Number)	(IRS Employer<br><br><br>Identification No.)

4094 Majestic Lane Suite 360

Fairfax, Virginia 22033

(Address of principal executive offices, including zip code)

(703) 273-0383

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]	Written<br>communication pursuant to Rule 425 under the Securities Act (17 CFR<br>230.425)
[ ]	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12)
[ ]	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br>CFR 240.14d-2(b))
[ ]	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br>CFR 240.13e-4(c)).

Item 1.01 Entry into a Material Definitive Agreement.

On May 7, 2020, Visium Technologies, Inc. (the “Company”), through its wholly owned subsidiary, Visium Analytics, LLC, entered into Amendment #1 (the “Amendment”) to the Software License Agreement with The MITRE Corporation (“MITRE”), a non-profit research organization serving the United States Government, originally entered into on March 27, 2019 (the “Agreement”). The Amendment provides the Company with exclusive rights to CyGraph®, a patented technology, from MITRE. CyGraph® is a cybersecurity application that provides machine learning acceleration, advanced cyber hunting, forensics, incident response and analytics (the “Software”). For the rights under the Amendment, the Company shall pay MITRE an exclusivity fee of $20,000 for the first year and $50,000 for the second year. Additionally, pursuant to the Amendment, the Company is required to have a marketable, demonstrable and saleable product or service using the Software within a specified time period, and the Company is required to pay to MITRE a royalty fee after the achievement of a certain milestone of sales of such product or service.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 8.01. Other Events.

On May 13, 2020, the Company issued a press release announcing the Company’s entry into the amendment to the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Set forth below is a list of exhibits to this Current Report on Form 8-K:

Exhibit No.:	Description:
10.18*	Amendment No. 1 to<br>License Agreement, dated May 7, 2020, between The MITRE<br>Corporation, Inc. and Visium Analytics, LLC.
99.1*	Press release, dated May 13, 2020.

* filed herewith

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<br>TECHNOLOGIES, INC.
Date:<br>May 13, 2020	By:	/s/ Mark Lucky
		Mark<br>Lucky
		Chief<br>Executive Officer

ex_99-1

VISIUM TECHNOLOGIES OBTAINS EXCLUSIVE

LICENSE RIGHTS TO ITS CYBERSECURITY TECHNOLOGY

Company amends existing licensing agreement with MITRE

FAIRFAX, VA, May 13, 2020 (ACCESSWIRE) –Visium Technologies, Inc. (“Visium” or the “Company”) (OTCPINK: VISM), a provider of real-time cybersecurity context and visualization technologies, today announced that its wholly owned subsidiary, Visium Analytics, LLC, has entered into an agreement amending its existing licensing agreement with The MITRE Corporation to provide the Company with the exclusive license rights to CyGraph®, a patented cybersecurity application.

Mark Lucky, Visium’s CEO, commented, “Having the exclusive rights to develop and commercialize Cygraph® is a strong endorsement by MITRE of Visium’s ability to achieve great success in commercializing this technology. Security is undergoing a fundamental transition and CyGraph® provides machine learning acceleration, advanced cyber hunting, forensics, incident response and analytics that greatly enhances the security posture of the enterprise, while also creating greater efficiencies and cost savings. CyGraph® simplifies cybersecurity by visualizing the network security posture before and during an attack with Visium’s TrueContexttm technology – delivering an intuitive situational picture of the enterprise. We are well underway with our commercialization efforts, and in addition to our key technology partnership with Nutanix, we have been diligently working on several additional business development and partnership opportunities that we expect to finalize in the coming weeks.

“CyGraph is currently available as an on-premises security solution and will soon be available as a cloud-based SaaS platform. In addition, Cygraph® will be available within the Nutanix Marketplace in the coming weeks.”

Barry Costa, MITRE’s Director of Licensing, said, “The impact of MITRE’s intellectual property is often best realized when it is brought to market by commercial companies like Visium. Not only does technology transfer support the economic growth of the United States; it also allows our U.S. government sponsors the opportunity to purchase supported products with federally-funded intellectual property inside.”

About MITRE

For a half century, MITRE has worked as a strategic partner to federal agencies to solve hard problems in cybersecurity. MITRE's mission-driven teams are dedicated to solving problems for a safer world. Through public-private partnerships, as well as the operation of federally funded R&D centers, we work across government to tackle challenges to the safety, stability, and well-being of our nation.

About Visium Technologies, Inc.

Visium Technologies, Inc. (OTC: VISM) is a Florida corporation based in Fairfax, Virginia, focused on global cybersecurity clarity, machine learning, advancing technology and automating services to support enterprises in protecting their most valuable assets - their data, business applications, and IoT on their networks and in the cloud.

For more information please visit www.visiumtechnologies.com

Safe Harbor Statement: This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results could differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Contact:

Visium Technologies, Inc.

Corporate: Mark Lucky, Chief Executive Officer

mlucky@visiumtechnologies.com

Twitter | Instagram

Corporate Office:

4094 Majestic Lane Suite 360

Fairfax, VA 22033

Phone: 703-225-3443

Investor Relations:

Peter Nicosia

Bull in Advantage, LLC

Phone: 585-703-6565

Email: Info@BlueHorseshoeStocks.com

ex_10-18

Amendment Number One to

The MITRE Corporation License Agreement

for CyGraph Software

WHEREAS Visium Analytics, LLC (“Licensee”) and The MITRE Corporation (“MITRE”) entered into a Software License Agreement for CyGraph Software dated 27 March 2019 (the “Agreement”); and

WHEREAS the software and documentation comprising the data visualization capability known as CyGraph may be described and claimed in U.S. Patent No. 10,313,382, issued June 4, 2019, and titled “SYSTEM AND METHOD FOR VISUALIZING AND ANALYZING CYBER-ATTACKS USING A GRAPH MODEL” (the "CyGraph Patent"); and

WHEREAS Company and MITRE desire to amend the Agreement for the purpose of conveying exclusive rights to the CyGraph Software, and any claims of the CyGraph Patent that would otherwise be infringed by making, using, selling, or importing for sale the CyGraph Software, contingent on Company’s achievement of certain Milestones as set forth in this Amendment Number One (“Amendment One”), effective _May 7, 2020_____ (the “Amendment One Effective Date”).

NOW, THEREFORE, Company and MITRE, desiring to enter into a legally binding agreement, agree as follows:

All terms and conditions of the Agreement, including all its exhibits and attachments, will remain in full force and effect unless specifically revised in this Amendment One.

Section “License” shall be amended to add the following thereafter:

“(g) Notwithstanding anything to the contrary herein, the parties mutually agree that commencing on Amendment One Effective Date:

MITRE agrees to grant an exclusive, revocable license of the Software, for Licensee to use, copy, and create Derivative Works for a period of two (2) years (“Exclusive Period”). For the purpose of this paragraph, the term “Year” shall mean any given twelve (12) month period. Licensee shall pay MITRE an Exclusivity Fee of (a) $20,000 for Year 1 of the Exclusive Period, and (b) $50,000 for Year 2 of the Exclusive Period. The Exclusivity Fees are payable as following: for Year 1, the first installment of $10,000 is due upon execution of this Amendment One, and the second installment of $10,000 is due at the first anniversary of the Amendment One Effective Date; for Year 2, one payment of $50,000 is due at the second anniversary of the Amendment One Effective Date. MITRE will invoice Licensee for each installment, and Licensee shall pay within thirty (30) days of the invoice date.

Milestones

(i) Milestone No. 1.: Licensee agrees to raise investment capital of at least two (2) million dollars from accredited investors within eighteen (18) months from the Amendment One Effective Date (“Fundraising Period”). Licensee will provide reports to MITRE containing details of investment capital raised when this Milestone No. 1 is achieved, with a summary report at the end of the Fundraising Period. If Licensee fails to achieve Milestone No. 1 within the Fundraising Period, the exclusive license granted in paragraph 1 above is revoked immediately.

(ii) Milestone No. 2.: Licensee agrees to make at least five (5) commercial sales within the Fundraising Period. If Licensee fails to achieve Milestone No. 2 within the Fundraising Period, the exclusive license granted in paragraph 1 above is revoked immediately.

During or after the Fundraising Period, if Licensee raises investment capital in excess of Milestone No. 1, MITRE shall extend, in writing by Amendment to the License Agreement, the Exclusive Period at the rate of twelve (12) months per each one (1) million dollars raised (the “Extended Exclusive Period”), provided however, that the total duration of the exclusive license shall not exceed five (5) years from the Amendment One Effective Date.

During each Year of the Extended Exclusive Period, Licensee shall pay to MITRE an Extended Exclusivity Fee equal to the greater of (i) $50,000 annually or (ii) 6% of gross fees charged to Licensee’s customers for Licensee’s Product for any and all sales of the Licensee Product accrued during the Year. Licensee agrees to follow the procedure as set forth in the Agreement, Section 4.2 “Fees and Payments”, for reporting and paying the Extended Exclusivity Fee.”

Section 4.3 “Change of Control Fees” shall be deleted in its entirety and replaced with the following:

“4.3 Change of Control Fees. In the event that there is a change in control of Licensee’s division that is engaged in commercializing the Licensed Products, whether through sale, merger or acquisition (“Change in Control”), where the corresponding transaction is valued at:

(i) greater than twenty million dollars ($20,000,000) and less than or equal to one hundred million dollars ($100,000,000), then Licensee shall immediately remit to MITRE a one-time fee of one-hundred thousand dollars ($100,000.00); or

(ii) greater than one hundred million dollars ($100,000,000.00) and less than or equal to one billion dollars ($1,000,000,000.00), then Licensee shall immediately remit to MITRE a one-time fee of two-hundred and fifty thousand dollars ($250,000.00) or

(iii) greater than one billion dollars ($1,000,000,000), then Licensee shall immediately remit to MITRE a one-time fee of one million dollars ($1,000,000.00).”

The parties and each individual executing this agreement on behalf of the parties hereto represent and warrant that such individual is duly authorized to execute and deliver this Amendment One on behalf of his or her party.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment One to be effective as of the Amendment One Effective Date.

Visium Analytics, LLC	The MITRE Corporation
By: /s/<br>Mark Lucky	By: /s/<br>Vivian C. Coyan
(Signature)	(Signature)
Name:<br>Mark Lucky	Name: <br>Vivian C. Coyan
Title:<br>Chief Executive Officer	Title:<br>Corporate Licensing Manager
Date: <br>May 6, 2020	Date: 7<br>May 2020