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Visium Technologies (VISM) creates Series G veto stock and A/B cleanup plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Visium Technologies, Inc. created a new senior Series G Governing Preferred Stock, ranking with Series AA and ahead of Series A, Series B, and common stock for dividends, liquidation, redemption, and distributions. Four Series G shares were issued to existing accredited holders for nominal consideration in a private, unregistered transaction.

The Board also adopted a remediation plan for legacy Series A and B preferred shares issued in 2015–2016, offering a 125‑day window for qualifying holders to choose reduced cash redemption or exchange into new unregistered common shares. Based on strict documentation requirements, expired conversion dates, and Series G veto rights, the company now treats the chance of any Series A or B conversion as remote and excludes these shares from diluted EPS, while confirming that fully diluted impact and Series G treatment remain unchanged from recent reports.

Positive

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Negative

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Insights

Visium reshapes preferred stack and clarifies EPS dilution.

Visium Technologies introduced Series G Governing Preferred Stock with senior rights and issued four shares to aligned accredited holders. This gives a new preferred layer that ranks with Series AA and ahead of legacy Series A/B and common stock on key economic rights.

The remediation plan for 2015–2016 Series A/B requires strict proof of original investment, then offers discounted cash redemption or common-share exchange. Non-qualifying holders get no consideration yet remain bound by prior terms, tightening control over a complicated legacy capital layer.

Management now concludes that Series A/B conversion is remote and excludes those shares from diluted EPS under ASC 260, while stating Series G has no dilutive effect and that fully diluted impact is unchanged from the October 7, 2025 10‑K and December 31, 2025 10‑Q. The practical impact depends on future holder responses and auditor concurrence.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series G shares issued 4 shares Series G Governing Preferred Stock issued April 14, 2026
Series A preferred outstanding 13,992,340 shares Legacy Series A preferred shares outstanding under remediation plan
Series B preferred outstanding 1,327,640 shares Legacy Series B preferred shares outstanding under remediation plan
Series A cash redemption price $0.0625 per share 25% of stated value for qualifying Series A holders
Series A redemption cap $874,521 Aggregate maximum cash redemption for Series A preferred
Series B cash redemption price $0.001 per share Par/stated value for qualifying Series B holders
Series B redemption cap $1,328 Aggregate maximum cash redemption for Series B preferred
Required proof-of-payment $0.25 per share Verification threshold for legacy Series A/B subscriptions
Series G Governing Preferred Stock financial
"approved, adopted, and authorized the immediate filing ... of the Certificate of Designation of Series G Governing Preferred Stock"
Certificate of Designation regulatory
"filing ... of the Certificate of Designation of Series G Governing Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
business judgment rule regulatory
"fully satisfy the business judgment rule under Fla. Stat. §§ 607.0830–0831"
declaratory judgment/quiet-title action regulatory
"intend to commence a declaratory judgment/quiet-title action in Palm Beach County, Florida"
ASC 260-10-45-25 financial
"shares are excluded from the diluted EPS computation pursuant to ASC 260-10-45-25 and ASC 260-10-45-48"

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FAQ

What did Visium Technologies (VISM) change about its preferred stock?
Visium created a new Series G Governing Preferred Stock, ranking with Series AA and ahead of Series A, Series B, and common stock for dividends, liquidation, redemption, and distributions. This amendment to the articles of incorporation reshapes the company’s capital stack and seniority of existing securities.

How many Series G preferred shares did Visium Technologies (VISM) issue?
The company issued four shares of Series G Governing Preferred Stock at a par value of $0.001 per share to certain accredited investors. These investors are existing Series AA preferred holders and/or company affiliates, and the issuance was made for aggregate nominal consideration in an unregistered private placement.

What is Visium Technologies’ remediation plan for legacy Series A and B preferred?
Visium adopted a remediation plan for Series A and B preferred issued in 2015–2016. It requires original PPMs, subscription documents, and verified $0.25 per‑share payment to validate holdings, then offers either discounted cash redemption or exchange into new unregistered common shares during a 125‑day voluntary election window.

What are the cash redemption terms for Visium’s Series A and B preferred stock?
Qualifying Series A holders may redeem for cash at 25% of stated value, or $0.0625 per share, up to an aggregate maximum of $874,521. Qualifying Series B holders may redeem at $0.001 per share, matching stated or par value, with an aggregate maximum of $1,328 under the plan.

How many legacy Series A and B preferred shares of Visium remain outstanding?
The filing notes 13,992,340 Series A preferred shares and 1,327,640 Series B preferred shares remain fully outstanding. These shares were originally issued in 2015–2016, are subject to non‑waivable conversion terms, and are now addressed under the newly adopted remediation plan and related legal strategy.

How does Visium’s 8-K affect diluted earnings per share (EPS)?
Visium concluded the probability of any Series A or B preferred conversion is remote, given expired conversion dates, strict documentation requirements, and Series G veto rights. As a result, those shares are excluded from diluted EPS under ASC 260, while Series G is stated to have no dilutive effect.

 

UNITED STATES

SECURITIES 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): April 14, 2026

 

VISIUM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

 

Florida

 

000-25753

 

87-0449667

(State or other jurisdiction 

of incorporation)

 

(Commission 

File Number)

 

(IRS Employer 

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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

 Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 14, 2026, the Board of Directors of Visium Technologies, Inc. (the “Company”), acting pursuant to Fla. Stat. §§ 607.0602 and 607.1006 and the Company’s governing documents, approved, adopted, and authorized the immediate filing with the Florida Department of State, Division of Corporations, of the Certificate of Designation of Series G Governing Preferred Stock (the “Series G CoD”). The Series G CoD constitutes an amendment to the Company’s Articles of Incorporation and establishes a new senior series ranking pari passu with Series AA Preferred Stock and senior to Series A Preferred Stock, Series B Preferred Stock, and all other classes and series of capital stock as to dividends, liquidation preference, redemption rights, and distributions.

 

The full text of the Series G CoD is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On April 14, 2026, the Company issued Four shares of its Series G Governing Preferred Stock, par value $0.001 per share, to certain accredited investors who are existing Series AA Preferred Stock holders and/or affiliates of the Company, for aggregate nominal consideration. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The recipients represented that they were accredited investors and acquired the securities for investment purposes only and not with a view to distribution.

 

Item 8.01. Other Events.

 

In connection with the foregoing, the Board adopted the Remediation Plan for the Company’s legacy Series A and Series B Preferred Stock (originally issued 2015–2016). The Board noted that the mandatory conversion date under Section III.B of the Series A and B Certificates of Designation (filed April 7, 2026 as Exhibits 3.1 and 3.2 thereto) has long passed without conversion, the shares remaining fully outstanding (13,992,340 Series A shares and 1,327,640 Series B shares) and subject to the previously adopted non-waivable conversion terms. The Plan requires production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender. Qualifying holders may elect, during a 125-day voluntary window:

 

 

(i)

cash redemption at 25% of Series A stated value ($0.0625 per share; aggregate maximum $874,521) or $0.001 par/stated value for Series B ($0.001 per share; aggregate maximum $1,328), or

 

(ii)

(ii) exchange for 100 new unregistered shares of Common Stock per Series A share or one (1) new unregistered share of Common Stock per Series B share. Non-qualifying holders receive no consideration and remain subject to the production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender. The actions address expired statutes of limitations and re-domiciliation/proof-of-payment deficiencies, are in the best interests of the Corporation and all shareholders, and fully satisfy the business judgment rule under Fla. Stat. §§ 607.0830–0831. The Company intends to commence a declaratory judgment/quiet-title action in Palm Beach County, Florida, confirming the validity of these actions. The Company has concluded, based on the passage of the mandatory conversion date without effectuation, the continuing non-waivable production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender, the absolute veto rights of the newly designated Series G Preferred Stock, that the probability of any Series A or Series B conversion is remote. Accordingly, the shares are excluded from the diluted EPS computation pursuant to ASC 260-10-45-25 and ASC 260-10-45-48. This conclusion will be re-evaluated each reporting period and is subject to auditor concurrence. The fully-diluted impact of Series A/B remains unchanged from the October 7, 2025 Form 10-K and December 31, 2025 Form 10-Q; Series G has no dilutive effect.

 

 
2

 

 

The information in this Item 8.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

 3.1

 

Certificate of Designation of Series G Governing Preferred Stock, dated April 14, 2026 (filed with Florida Department of State on April 14, 2026).

 

 
3

 

 

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 TECHNOLOGIES, INC.

 

 

 

 

Date: April 16, 2026

By:

/s/ Mark Lucky

 

 

 

Mark Lucky

 

 

 

Chief Executive Officer

 

 

 
4

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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