Visium Technologies, Inc 8-K, filed May 13, 2020
Visium Technologies, Inc. (VISM)
8-K
2020-05-13
For: 2020-05-07
View Original
Added on
April 10, 2026
About this 8-K
Visium Technologies, Inc filed this 8-K on May 13, 2020, reporting on events of May 7, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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)
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Florida
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000-25753
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87-04496677
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)).
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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:
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Exhibit No.:
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Description:
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10.18*
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99.1*
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*
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.
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VISIUM
TECHNOLOGIES, INC.
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Date:
May 13, 2020
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By:
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/s/ Mark Lucky
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Mark
Lucky
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Chief
Executive Officer
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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
Follow us on Twitter and Instagram
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
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:
1.
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.
2.
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:
1.
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.
2.
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.
3.
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.
4.
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.”
3.
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).”
4.
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.
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Visium Analytics, LLC
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The MITRE Corporation
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By: /s/
Mark Lucky
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By: /s/
Vivian C. Coyan
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(Signature)
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(Signature)
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Name:
Mark Lucky
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Name:
Vivian C. Coyan
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Title:
Chief Executive Officer
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Title:
Corporate Licensing Manager
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Date:
May 6, 2020
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Date: 7
May 2020
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