Visium Technologies Executes Non-Binding Term Sheet for Assignment of Specified Device Rights into a Newly Formed Indonesian Vehicle

Visium outlines a highly conditional, non-cash rights assignment into a majority-owned Indonesian vehicle, emphasizing no assumed historical liabilities.

Rhea-AI Summary

Visium Technologies (VISM) on Sept. 22, 2026 executed a non-binding term sheet to assign specified device-related rights into a new Indonesian company.

The rights would be transferred into a newly formed Indonesian PMA vehicle in which a wholly owned Delaware subsidiary of Visium would hold a 99% interest. The transaction is an assignment of identified contract-use, offtake, and deployment rights, not an acquisition of equity in an existing operating company, and would not cause Visium to manufacture semiconductor devices or assume historical liabilities of the design firm. The term sheet is non-binding other than customary exclusivity, confidentiality, expense, and governing-law provisions, and economic terms remain subject to Board authorization.

Any closing consideration is expected to be non-voting convertible preferred stock issued in a private placement, with no cash at closing unless separately authorized. Closing is subject to multiple unsatisfied conditions, including technical specifications, consents, export-control and Indonesian approvals, site rights, and corporate approvals under Florida law, and there is no assurance the deal will proceed.

Positive

• 99% ownership of the new Indonesian PMA company via a wholly owned Delaware subsidiary if the transaction closes
• Proposed structure assigns specified rights only and explicitly avoids assuming historical liabilities of the design firm
• Expected closing consideration limited to non-voting convertible preferred stock, with no cash outlay absent separate Board approval

Negative

• Executed term sheet is non-binding except for customary provisions; economic terms still require Board authorization
• Closing subject to numerous unsatisfied conditions, including technical specs, consents, export-control and Indonesian approvals
• Company states there is no assurance that conditions will be satisfied, that a definitive agreement will be signed, or that the transaction will close
• Related-party relationships and required review under Florida Section 607.0832 are outstanding and not yet completed

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Fairfax, Virginia, Sept. 22, 2026 (GLOBE NEWSWIRE) -- Visium Technologies, Inc. (OTCID: VISM) (the “Company”) today announced that it has executed a non-binding term sheet with counterparties concerning a proposed assignment of specified contract-use, offtake, and deployment rights.

Under the term sheet, those rights would be assigned into a newly formed Indonesian limited-liability PMA company. A wholly owned Delaware subsidiary of the Company would hold a 99 percent interest in that PMA company. The proposed transaction is an assignment of identified rights. It is not an acquisition of the equity of any existing operating company. It would not cause the Company to manufacture semiconductor devices or to assume historical liabilities of the design firm.

Paul R. Taylor, Chairman and Chief Executive Officer, said: “Markets do not pay for adjectives. They pay for rights that survive a closing. We are not announcing a factory, a partner, or a watt. We are putting a defined bundle of rights into a clean vehicle, leaving every inherited liability where it belongs, and refusing to call the work finished until the last condition exists in fact.”

The term sheet is non-binding except for customary provisions on exclusivity, confidentiality, expenses, and governing law. Economic terms remain subject to Board authorization. Any closing consideration is expected to consist of a newly designated series of non-voting convertible preferred stock issued in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). No cash is payable at a closing unless the Board separately authorizes a cash component.

Closing, if it occurs, remains subject to conditions that have not been satisfied, including written device specifications, required third-party and change-of-control consents, U.S. export-control classification and screening, Indonesian corporate and special-economic-zone approvals, site rights that survive closing, and corporate approvals required under Florida law. There can be no assurance that those conditions will be satisfied, that a definitive agreement will be executed, or that the transaction will close on the contemplated terms or at all.

Certain persons who beneficially own voting securities of the Company, and the Company’s Chairman and Chief Executive Officer, have relationships with parties expected to participate in the negotiation or performance of the proposed transaction. Those relationships will be disclosed in the Company’s filings to the extent required by the Exchange Act and Florida law. The term sheet requires review under Section 607.0832 of the Florida Business Corporation Act. That review has not been completed.

The Company is not announcing a partnership, a manufacturing arrangement, allocated power capacity, or projected revenue. The Company will file a Current Report on Form 8-K if and when it enters a material definitive agreement or completes a transaction that requires disclosure under the Exchange Act. Investors should rely solely on the Company’s filings with the Securities and Exchange Commission.

About Visium Technologies, Inc.
Visium Technologies, Inc. is a publicly traded technology holding company headquartered in Fairfax, Virginia. The company focuses on advanced technology platforms, AI-driven operational systems, analytics, and enterprise intelligence solutions.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to platform capabilities, anticipated operational benefits, customer adoption, future deployments, and market opportunities. Actual results may differ materially from those expressed or implied due to a variety of risks and uncertainties, including technology performance, market conditions, customer adoption rates, regulatory considerations, and other factors. Visium Technologies, Inc. undertakes no obligation to update forward-looking statements except as required by applicable law.

Media Contacts
Visium Technologies — Press: press@visiumtechnologies.com
Visium Technologies — Investor Relations: ir@visiumtechnologies.com
IR Concierge: 888-344-9850
Visium Technologies

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What exactly is Visium proposing to assign in this transaction?

The proposed transaction would assign a defined bundle of specified contract-use, offtake, and deployment rights into the newly formed Indonesian PMA company. It is not an acquisition of the equity of any existing operating company.

How will the new Indonesian PMA company be owned if the deal closes?

Ownership of the new Indonesian PMA company is expected to be held 99% by a wholly owned Delaware subsidiary of Visium Technologies, with the remaining 1% held by other parties consistent with Indonesian PMA requirements.

What form will the consideration for the assignment take?

Any closing consideration is expected to consist of a newly designated series of non-voting convertible preferred stock issued in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). No cash is payable at closing unless the Board separately authorizes a cash component.

What key conditions must be satisfied before the transaction can close?

Closing remains subject to multiple unsatisfied conditions, including written device specifications, required third-party and change-of-control consents, U.S. export-control classification and screening, Indonesian corporate and special-economic-zone approvals, site rights that survive closing, and corporate approvals required under Florida law.

How is Visium addressing potential conflicts of interest in this proposed transaction?

Certain beneficial owners of Visium voting securities and the Chairman and CEO have relationships with parties expected to participate in the transaction. These relationships will be disclosed in SEC and Florida filings as required, and the term sheet requires review under Section 607.0832 of the Florida Business Corporation Act, which has not yet been completed.

Is Visium announcing any manufacturing, power capacity, or revenue projections tied to this deal?

No. The company explicitly states it is not announcing a partnership, manufacturing arrangement, allocated power capacity, or projected revenue in connection with this term sheet.

When will investors receive further formal updates on this proposed transaction?

Visium will file a Current Report on Form 8-K if and when it enters a material definitive agreement or completes a transaction that requires disclosure under the Exchange Act, and advises investors to rely solely on its SEC filings.