Visium Technologies halts 1-for-1,500 reverse split

Lucky has not resigned; his letter suspends the cure period until the board elects at least one independent director and constitutes a committee with authority over his notice.

Available on EDGAR 11/03/2026 - 05:29 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Visium Technologies, Inc. (VISM) says Mark B. Lucky, then its sole director, rescinded approval of a proposed 1-for-1,500 reverse stock split on October 28, 2026, and directed that it not be effected; the split has not been effected. The amendment corrects an earlier statement: no cure-period extension was delivered before Amendment No. 2.

On November 2, 2026, Lucky delivered a letter suspending his cure period and the effective date of a Good Reason resignation until the board elects at least one independent director and constitutes a committee of independent directors with authority over his notice. The cure period ends 30 days after the committee is constituted. Lucky has not resigned; if the notice matters remain uncured, his resignation would take effect no later than March 1, 2027. A mutual-separation proposal lapsed on November 2 without an agreement. Lucky reported beneficial ownership of 119,746,869 shares, or 9.43% of the class.

Filing Explained

The suspension can end before the independent-director committee is formed: Lucky may end it with five business days’ notice after November 25, 2026, and it ends immediately if the company terminates his employment, materially reduces his role, or takes another action that itself constitutes Good Reason.

Key Figures

Proposed reverse stock split ratio: 1-for-1,500 Beneficial ownership: 119,746,869 shares Percentage of class: 9.43% +3 more

6 metrics

Proposed reverse stock split ratio 1-for-1,500 Approval rescinded October 28, 2026; the split was not effected

Beneficial ownership 119,746,869 shares Reported by Mark B. Lucky

Percentage of class 9.43% Reported beneficial ownership

Sole voting power 119,243,454 shares Reported by Mark B. Lucky

Shared voting power 503,415 shares Reported by Mark B. Lucky

Shares issuable on conversion 84,001 shares 84,000 shares on conversion of Series D Convertible Preferred Stock and one share on conversion of Series AA Convertible Preferred Stock

Key Terms

beneficially owned, sole voting power, cure period, reverse stock split

4 terms

beneficially owned regulatory

"119,746,869 shares beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power regulatory

"Sole Voting Power 119,243,454.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

cure period technical

"Under the Employment Agreement, the Issuer has 30 days to cure"

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

reverse stock split technical

"rescinded any approval of the 1-for-1,500 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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

What happened to VISM's proposed reverse stock split?

Mark B. Lucky rescinded approval of the proposed 1-for-1,500 reverse stock split on October 28, 2026, and directed that it not be effected. The split has not been effected.

Has Mark B. Lucky resigned from VISM?

No. Lucky's November 2, 2026 letter suspends the cure period and the effective date of his resignation until the board elects at least one independent director and constitutes a committee of independent directors with authority over his notice. If the notice matters remain uncured, his resignation would take effect no later than March 1, 2027.

How many VISM shares does Mark B. Lucky beneficially own?

Lucky reported beneficial ownership of 119,746,869 shares, or 9.43% of the class. The reported amount includes 119,662,868 common shares, 84,000 shares issuable on conversion of Series D Convertible Preferred Stock, and one share issuable on conversion of Series AA Convertible Preferred Stock.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Visium Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92836G309

(CUSIP Number)

Mark B. Lucky
1030 Creek Bluff,
Greensboro, 2Q, 30642
(703) 400-6392

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92836G309

1

Name of reporting person

Mark B. Lucky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 119,243,454.00
8	Shared Voting Power 503,415.00
9	Sole Dispositive Power 119,243,454.00
10	Shared Dispositive Power 503,415.00

11

Aggregate amount beneficially owned by each reporting person

119,746,869.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.43 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Shares held in a joint account of the Reporting Person and his spouse. (2) Consists of 119,662,868 shares of common stock, 84,000 shares issuable on conversion of 4,200 shares of Series D Convertible Preferred Stock and one share issuable on conversion of one share of Series AA Convertible Preferred Stock. Includes 525,285 shares held by four trusts of which the Reporting Person is trustee and a beneficiary. See Item 5. (3) Based on 1,269,509,667 shares of common stock outstanding, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended June 30, 2026, plus the 84,001 shares issuable to the Reporting Person on conversion, as required by Rule 13d-3(d)(1)(i). Explanatory Note This Amendment No. 3 amends the Schedule 13D filed by Mark B. Lucky (the "Reporting Person") on May 1, 2026, as amended by Amendment No. 1 filed October 29, 2026 and Amendment No. 2 filed October 29, 2026 (as so amended, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Visium Technologies, Inc., a Florida corporation (the "Issuer"). Amendment No. 2 stated that, on October 29, 2026, the Reporting Person's counsel had advised the Issuer that the Reporting Person had extended the cure period under his notice of Good Reason. That statement was incorrect. No extension was delivered to the Issuer on October 29, 2026 or at any other time before Amendment No. 2 was filed. This Amendment No. 3 corrects that statement, reports a letter the Reporting Person delivered on November 2, 2026 and reports the rescission of a proposed reverse stock split. Except as amended here, the Schedule 13D is unchanged. Capitalized terms used but not defined here have the meanings given in the Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Visium Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 401 E. LAS OLAS BOULEVARD,, SUITE 1400, FORT LAUDERDALE, FLORIDA , 33301.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
	The paragraph of Item 4 captioned "Employment" is amended and restated in its entirety, and a paragraph captioned "Proposed reverse stock split" is added, as follows: Employment. On October 26, 2026, the Reporting Person delivered to the Issuer a notice under Section 4(c) of his Executive Employment Agreement dated March 28, 2026 (the "Employment Agreement") stating that Good Reason exists (the "Notice"). Under the Employment Agreement, the Issuer has 30 days to cure. On November 2, 2026, the Reporting Person delivered to the Issuer, by electronic mail to its counsel, and to Dr. Niclas Adler for PT Smart Green Technologies and Adler Capital Limited, a letter suspending the cure period and the effective date of his resignation for Good Reason until the Issuer's Board of Directors has elected at least one independent director and constituted a committee of independent directors with authority over the Notice. Under the letter, the cure period ends 30 days after that committee is constituted; the Reporting Person may end the suspension at any time after November 25, 2026 by five business days' written notice; the suspension ends immediately if the Issuer terminates his employment, materially reduces his authority, duties or responsibilities, or takes any other action that would itself constitute Good Reason; and, if the matters described in the Notice have not been cured, his resignation for Good Reason takes effect no later than March 1, 2027. If his resignation for Good Reason takes effect, he would cease to be an officer and director of the Issuer. The Notice has not been withdrawn, and the Reporting Person has reserved his rights under the Employment Agreement. The Reporting Person has not resigned. He will not act for the Issuer on the Notice, any cure or his compensation, and he intends that any decision by the Issuer on these matters be made by the independent directors. The Reporting Person had also proposed to the Issuer, PT Smart Green Technologies and Adler Capital Limited a mutual separation on negotiated terms, under which he would have resigned from all offices and from the Board of Directors and kept the securities reported in this Schedule 13D. The proposal lapsed by its terms at 5:00 p.m. Eastern Time on November 2, 2026. No agreement has been reached. The Reporting Person has stated that he remains willing to discuss separation terms with the independent directors. Proposed reverse stock split. On October 28, 2026, the Reporting Person, as sole director of the Issuer, rescinded any approval of the 1-for-1,500 reverse stock split of the Common Stock and the related reduction in the Issuer's authorized Common Stock described in the Issuer's Current Report on Form 8-K filed October 30, 2026, and directed that the reverse stock split not be effected. It has not been effected. Any future reverse stock split would be considered only by the Issuer's Board of Directors, including its independent directors. The remainder of Item 4 is unchanged.
Item 5.	Interest in Securities of the Issuer
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 7.	Material to be Filed as Exhibits.
	No additional exhibits are filed with this Amendment No. 3.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mark B. Lucky

Signature:	/s/ Mark B. Lucky
Name/Title:	Mark B. Lucky
Date:	11/03/2026