Visium Technologies, Inc. filings document material events for a Florida public company focused on AI cybersecurity, advanced analytics and situational-awareness technology. Recent Form 8-K disclosures cover amendments to articles and preferred stock certificates of designation, unregistered issuances of Series D and Series G preferred stock, debt-for-equity cancellation, board and officer changes, and strategic realignment matters tied to its AI business plan.
The filing record also includes late-filing notices for periodic reports and formal exhibits such as board resolutions and preferred stock terms. These documents provide regulatory disclosure on capital structure, governance authority, reporting status, material agreements and security-designation matters.
VISIUM TECHNOLOGIES, INC. (VISM) is the issuer named in former director and officer Taylor Paul Richard’s amended Form 4. It clarifies that the reported Series E Convertible Preferred Stock was never issued: no securities were acquired and no consideration was given. The proposed ConnexUS AI, Inc. acquisition under a March 29, 2026 Letter of Intent did not close and was terminated on June 8, 2026. The amendment withdraws the previously reported as-converted figure of 34,452,488 shares and states that Richard beneficially owns no issuer securities. Richard was not a director, officer or 10% owner on April 16, 2026.
Visium Technologies, Inc. (VISM) is the issuer named in Paul R. Taylor’s amended ownership statement, which withdraws his prior report and states that he beneficially owns 0 shares, or 0.0% of the common stock. Taylor says the Series E Preferred Stock and staff options described in the earlier report were never issued or granted, and he reports no common-stock transactions during the past 60 days.
The proposed acquisition of ConnexUS AI Inc. terminated on June 8, 2026, and no Series E Preferred Stock was issued. Taylor resigned as chairman, chief executive officer and director on October 26, 2026; he says he no longer holds an office or directorship with the company. His Chairman and CEO Agreement provided for options equal to 5% of the company’s fully diluted shares, but no options were granted or priced, and none is outstanding.
Visium Technologies, Inc. (VISM) reported fiscal 2026 net income of $856,102, while stating it generated no revenue from TruContext or any other product or service in fiscal 2026 or 2025. It attributed net income primarily to a $2,923,004 non-cash, non-recurring gain on extinguishment of debt; without the gain, it said it would have reported a $2,059,370 net loss. It used $913,888 of net cash in operating activities and had a $1,951,292 working capital deficit at June 30, 2026. Management and its independent auditors raised substantial doubt about its ability to continue as a going concern for one year from issuance. The company reported no committed financing sources.
Management concluded that internal control over financial reporting and disclosure controls were ineffective at June 30, 2026, citing material weaknesses including no independent directors or independent audit committee and inadequate segregation of duties. The Board-approved remediation plan calls for formal written procedures by December 31, 2026, and an independent accounting consultant or part-time controller by March 31, 2027. Visium reported two full-time employees as of October 13, 2026.
Visium Technologies, Inc. (VISM) said it cannot file its Form 10-K for the fiscal year ended June 30, 2026, by the prescribed date without unreasonable effort or expense. The company cited delays in completing its financial statements and related disclosures and said it is continuing to work with its independent registered public accounting firm on the audit and other required information. It anticipates filing the report no later than the fifteenth calendar day following the prescribed filing date.
Visium Technologies, Inc. (VISM) announced that it has executed a non-binding term sheet for a proposed assignment of specified contract-use, offtake, and deployment rights into a newly formed Indonesian limited-liability PMA company, in which a wholly owned Delaware subsidiary would hold a 99 percent interest.
The transaction concerns an assignment of identified rights only; it is explicitly not an acquisition of equity of an existing operating company and would not cause Visium to manufacture semiconductor devices or assume historical liabilities of the design firm. Any closing consideration is expected to be 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), with no cash payable at closing unless separately authorized by the Board.
Closing, if it occurs, is subject to multiple unsatisfied conditions, including written device specifications, 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 under Florida law. The company states there can be no assurance that these conditions will be met, that a definitive agreement will be executed, or that the transaction will close.
VISIUM TECHNOLOGIES, INC. (VISM) reported that on June 30, 2026 its Board of Directors determined that David Pierce had not validly accepted a previously disclosed appointment as an independent director. The Board rescinded that appointment effective June 30, 2026 for personal reasons relating to Mr. Pierce.
The company states that Mr. Pierce is not a member of the Board and is not regarded as having served as a director. The decision was not the result of any disagreement regarding operations, policies, or practices, and Mr. Pierce received no cash, equity, or other compensation. Following this action, the Board consists of two directors: Chairman and Chief Executive Officer Paul R. Taylor and Director and Chief Financial Officer Mark Lucky.
VISIUM TECHNOLOGIES, INC. (VISM) has implemented a 1-for-1,500 reverse split of its common stock and simultaneously reduced its authorized common shares. At the Effective Time, every 1,500 pre-split common shares were combined into 1 post-split share, and authorized common stock was cut from 3,000,000,000 to 2,000,000 shares, with par value staying $0.0001.
The reverse split used a true lot-by-lot half-up rounding convention: lots converting to fewer than 0.5 of a share (fewer than 750 pre-split shares) were extinguished with no cash in lieu. Issued and outstanding common stock moved from 1,269,817,102 shares to 846,540 shares, leaving 64 of 553 registered holders with post-split shares and 489 reduced to zero. The stock will continue to trade on the OTC market under the symbol VISM, with a new CUSIP to be assigned. An issuance freeze bars new common stock issuances or new reservation letters (other than those created by the split mechanics) for 10 full trading days after the Effective Time.
Visium Technologies, Inc. (VISM) has determined that its previously authorized Series G Governing Preferred Stock was never actually issued and has eliminated this series. The board concluded that no shares of Series G were issued or outstanding at any time and that no consideration was received for any such shares.
The board resolved to delete the Series G Certificate of Designation in its entirety, return the previously designated 100 shares to the pool of authorized but undesignated preferred stock, and ensure the stock ledger and capitalization table reflect zero Series G shares. Visium will file Florida Articles of Amendment and related SEC amendments to correct its April 16, 2026 disclosure and report the board action under Item 5.03. The Series A and Series B Convertible Preferred Stock remain outstanding on their original terms and are not amended or subordinated, and the prior Series G-supported “Remediation Plan” for those series is withdrawn as a board program.
VISIUM TECHNOLOGIES, INC. reported that PT SMART GREEN TECHNOLOGIES, an Indonesia entity associated with Adler Bo Niclas, acquired 500,000,000 shares of Common Stock and 3 shares of Series AA Convertible Preferred Stock in a private placement.
The footnotes state the Series AA class carries super-voting rights equal to 51% of all shareholder voting power, allocated among outstanding Series AA shares. Of the four Series AA shares outstanding, the reporting person’s entity owns three, or 75% of the class, representing about 38.25% of total voting power through that class alone.
Combined with voting rights from the acquired Common Stock, the filing notes this results in effective voting control. Aggregate consideration was $300,000 for the 3 Series AA shares and $375,000 for the 500,000,000 Common shares, funded with the subscriber’s private capital under a Regulation D private placement. Both securities are restricted under Rule 144(d).
Visium Technologies, Inc. investor Cheddi Rai Bharrat filed an amended Schedule 13D to report that he no longer beneficially owns any shares of the company’s common stock. This change follows the termination of a non-binding letter of intent with ConnexUS AI and his resignation from all roles at Visium.
A Mutual Release, Settlement, and Termination Agreement ended the proposed transactions under the LOI and provided broad mutual releases, with no further payment or performance obligations between the parties. Bharrat now reports sole and shared voting and dispositive power over zero shares, representing 0.0% of the outstanding common stock, and characterizes this amendment as an exit filing.