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Visium voids David Pierce board appointment

Visium Technologies clarified that a previously announced independent director appointment was invalid and rescinded, leaving a two-member board composed of its CEO and CFO.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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 The Board rescinded that appointment effective June 30, 2026 for personal reasons relating to Mr.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.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of rescission June 30, 2026 Date the Board rescinded David Pierce’s purported director appointment
Number of directors after Board action 2 directors Board size following rescission of David Pierce’s purported appointment
Officer-directors on Board 2 officer-directors Both directors, Paul R. Taylor and Mark Lucky, serve as executives (CEO and CFO)
independent director regulatory
"appointment as an independent director that had been reflected"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Board of Directors regulatory
"the Board of Directors (the “Board”) of Visium Technologies"
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What board change did VISM disclose on June 30, 2026?

Visium Technologies disclosed that its Board determined David Pierce had not validly accepted his appointment as an independent director and rescinded that appointment effective June 30, 2026, stating he is not a member of the Board and is not regarded as having served as a director.

Why was David Pierce’s appointment to Visium Technologies’ (VISM) board rescinded?

The Board stated that its determination and rescission regarding David Pierce’s appointment as an independent director were based on personal reasons relating to Mr. Pierce, and specifically noted the action was not due to any disagreement over the company’s operations, policies, or practices.

Did David Pierce receive any compensation from VISM for the purported director role?

No. Visium Technologies reports that David Pierce received no cash, equity, or other compensation in respect of the purported director position, did not serve on any committee of the Board, and did not provide a written resignation or other correspondence concerning the matter.

What is the current composition of Visium Technologies’ (VISM) Board of Directors?

After rescinding David Pierce’s appointment, Visium Technologies’ Board consists of two directors: Paul R. Taylor, Chairman of the Board and Chief Executive Officer, and Mark Lucky, Director and Chief Financial Officer.

Was there any disagreement between David Pierce and Visium Technologies (VISM)?

The company states that the Board’s determination and rescission of David Pierce’s purported appointment were not the result of any disagreement with the company regarding its operations, policies, or practices, and that he is not regarded as having served as a director.

Why is Visium Technologies (VISM) reporting this director matter in an 8-K?

Visium Technologies states it is reporting this matter to clarify the Board composition previously disclosed, following its determination that David Pierce had not validly accepted the independent director appointment that had been reflected in an earlier filing and related written Board consent.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

VISIUM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

State or other jurisdiction of

incorporation

 

Commission File

Number

 

IRS Employer

Identification No.

Florida

 

000-25753

 

87-0449667

 

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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

     Written communications 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 30, 2026, the Board of Directors (the “Board”) of Visium Technologies, Inc. (the “Company” or “Visium”) determined that David Pierce had not validly accepted the appointment as an independent director that had been reflected in the Company’s Current Report on Form 8-K filed on June 10, 2026 and the related written consent of the Board dated June 9, 2026. The Board rescinded that appointment effective June 30, 2026. The Board’s determination and rescission were based on personal reasons relating to Mr. Pierce.

 

Accordingly, Mr. Pierce is not a member of the Board and is not regarded as having served as a director of the Company. The Company is reporting the foregoing under this Item 5.02 to clarify the Board composition previously disclosed by the Company.

 

The Board’s determination and rescission were not the result of any disagreement with the Company regarding the Company’s operations, policies, or practices. Mr. Pierce did not provide a written resignation or other correspondence concerning the matter, did not serve on any committee of the Board, and received no cash, equity, or other compensation in respect of the purported director position.

 

Following the Board’s action, the Board consists of the following two directors:

 

Director

 

Position

Paul R. Taylor

 

Chairman of the Board and Chief Executive Officer

Mark Lucky

 

Director and Chief Financial Officer

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

None.

 

 

2

 

 

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: September  16 2026

 

   
By:/s/ Paul R Taylor

Name:

Paul R. Taylor 
Title:

Chairman of the Board and Chief Executive Officer

 
  

 

 

3

 

Filing Exhibits & Attachments

5 documents

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