Visium signs term sheet for Indonesian rights deal

Visium Technologies outlines a highly conditional, non-binding Indonesian rights assignment to be paid in convertible preferred stock, with no assured closing.

Rhea-AI Filing Summary

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.

Filing Explained

The company also disclosed that certain voting-security holders and its Chairman and CEO have relationships with parties expected to participate in negotiating or performing the proposed transaction; it will disclose those relationships if required by law.

Key Figures

Interest in Indonesian PMA company: 99 percent

1 metrics

Interest in Indonesian PMA company 99 percent Ownership interest to be held by a wholly owned Delaware subsidiary under the proposed structure

Key Terms

non-binding term sheet, PMA company, convertible preferred stock, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

non-binding term sheet financial

"announced that it has executed a non-binding term sheet with counterparties"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

PMA company financial

"assigned into a newly formed Indonesian limited-liability PMA company"

convertible preferred stock financial

"newly designated series of non-voting convertible preferred stock issued"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"private placement under Section 4(a)(2) of the Securities Act of 1933"

Rule 506(b) regulatory

"private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

U.S. export-control classification regulatory

"including written device specifications, required third-party and change-of-control consents, U.S. export-control classification"

FAQ

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

What transaction did Visium Technologies (VISM) announce in this 8-K?

Visium Technologies announced it executed a non-binding term sheet for a proposed assignment of specified contract-use, offtake, and deployment rights into a newly formed Indonesian PMA company controlled through a wholly owned Delaware subsidiary.

Does the proposed Visium Technologies (VISM) transaction involve acquiring an operating company or a factory?

No. Visium states the proposal is an assignment of identified rights, not an acquisition of equity of an existing operating company, and it is not announcing a factory, a partner, a manufacturing arrangement, allocated power capacity, or projected revenue.

How would Visium Technologies (VISM) structure ownership of the new Indonesian PMA company?

A wholly owned Delaware subsidiary of Visium would hold a 99 percent interest in the newly formed Indonesian PMA company, according to the term sheet. The PMA company would hold the assigned contract-use, offtake, and deployment rights.

What consideration is expected for the proposed Visium Technologies (VISM) transaction?

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) and Rule 506(b). No cash is payable at closing unless the Board separately authorizes a cash component.

Is the Visium Technologies (VISM) term sheet binding and what conditions must be satisfied?

The term sheet is non-binding except for customary provisions. Closing would require written device specifications, third-party and change-of-control consents, U.S. export-control classification and screening, Indonesian approvals, site rights that survive closing, and Florida corporate approvals.

Does Visium Technologies (VISM) highlight any related-party aspects in this proposed transaction?

Yes. Visium discloses that certain persons who beneficially own its voting securities, and its Chairman and Chief Executive Officer, have relationships with parties expected to participate in negotiation or performance, and states these relationships will be disclosed as required by the Exchange Act and Florida law.

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

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Available on EDGAR 09/21/2026 - 04:20 PM Accepted by SEC EDGAR 09/21/2026 - 04:20 PM Learn about SEC filing dates

EXHIBIT 99.1

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

Fairfax, Virginia — September [__], 2026 — 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.

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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. and ConnexŪS Ai undertake 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

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Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.8 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB