Visium Technologies: Lucky reports 9.43% stake

The extended cure deadline depends on formation of the intended special committee and cannot be later than March 1, 2027.

Available on EDGAR 10/29/2026 - 03:57 PM EDT Accepted by SEC EDGAR 10/29/2026 - 03:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Visium Technologies, Inc. (VISM) reporting person Mark B. Lucky reported beneficial ownership of 119,746,869 shares, or 9.43% of the class. That amount includes 84,001 shares issuable upon conversion of Series D and Series AA preferred stock and 525,285 shares held by four trusts for which Lucky is trustee and a beneficiary.

As sole director, Lucky intends to set the board at three, elect two directors independent of him, the former CEO and principal shareholders, and establish a special committee; no directors have been elected. He delivered an October 26, 2026 notice stating that Good Reason exists under his employment agreement. The cure period was extended to the later of November 25, 2026 and 30 days after the committee is constituted, but no later than March 1, 2027. If Visium does not cure, his resignation would take effect the following day; he has not resigned. He proposed mutual separation terms to Visium, PT Smart Green Technologies and Adler Capital Limited; no agreement has been reached.

Key Figures

Beneficial ownership: 119,746,869 shares Percentage of class: 9.43% Sole voting and dispositive power: 119,243,454 shares +3 more

6 metrics

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

Percentage of class 9.43% Reported beneficial ownership

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

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

Common shares outstanding 1,269,509,667 shares Reported in the issuer’s Annual Report for the fiscal year ended June 30, 2026

Shares issuable upon conversion 84,001 shares Shares issuable to Mark B. Lucky; included in the ownership percentage calculation

Key Terms

beneficially owned, dispositive power, Good Reason, cure period

4 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person"

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.

dispositive power technical

"Sole Dispositive Power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Good Reason technical

"stating that Good Reason exists"

cure period technical

"has extended the cure period"

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.

FAQ

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

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

Mark B. Lucky reported beneficial ownership of 119,746,869 shares, or 9.43% of the class. The percentage is based on 1,269,509,667 common shares outstanding, as reported in Visium Technologies’ Annual Report for the fiscal year ended June 30, 2026, plus 84,001 shares issuable to him upon conversion.

Has Mark B. Lucky resigned from VISM?

No. Lucky has not resigned, and his notice under the employment agreement remains in effect. He proposed a mutual separation to Visium, PT Smart Green Technologies and Adler Capital Limited, but no agreement has been reached.

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. 2)

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, GA, 30642
(703) 400-6392

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

10/28/2026

(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) Includes 84,000 shares issuable on conversion of 4,200 shares of Series D Convertible Preferred Stock, one share issuable on conversion of one share of Series AA Convertible Preferred Stock, and 525,285 shares held by four trusts of which the Reporting Person is trustee and a beneficiary. (2) Shares held in a joint account of the Reporting Person and his spouse. (3) Consists of 119,662,868 shares of common stock, 84,000 shares issuable on conversion of Series D Convertible Preferred Stock and one share issuable on conversion of Series AA Convertible Preferred Stock. See Item 5. (4) 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. 2 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 (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"). It is filed to correct Item 4. As filed, Amendment No. 1 stated that the Reporting Person's resignation for Good Reason would take effect on November 26, 2026 if the Issuer did not cure within 30 days. It did not reflect the extension of the cure period described below, which the Reporting Person's counsel gave the Issuer on October 28, 2026. This amendment also updates the statement in Item 4 about candidates for election as directors. 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: 4094 Majestic Lane, Suite 360, Fairfax, VIRGINIA , 22033.
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
	The paragraphs of Item 4 captioned "Composition of the Board (Item 4(d))" and "Employment" are amended and restated in their entirety as follows: Composition of the Board (Item 4(d)). The Reporting Person intends, as sole director, to fix the number of directors at three and to elect two directors who are independent of him, of the Issuer's former Chief Executive Officer and of the Issuer's principal shareholders. He also intends to establish a special committee of those directors. The committee would have authority over the matters described in this Item 4, all matters in which the Reporting Person has a personal interest, related-party transactions, and any transaction with PT Smart Green Technologies, Adler Capital Limited or their affiliates. No director has been elected. Until the committee is constituted, the Reporting Person intends to act as sole director only on matters that are required by law or are necessary to operate and preserve the Issuer, and not on matters in which he has a personal interest. 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. Under the Employment Agreement, the Issuer has an opportunity to cure. On October 28, 2026, the Reporting Person's counsel advised the Issuer that the Reporting Person has extended the cure period to the later of November 25, 2026 and 30 days after the special committee described above is constituted, but not later than March 1, 2027. If the Issuer does not cure within the cure period, as extended, his resignation for Good Reason would take effect on the day after the cure period ends, and he would then cease to be an officer and director of the Issuer. The notice remains in effect, and the Reporting Person has reserved his rights under the Employment Agreement. The Reporting Person has not resigned. The Reporting Person intends that any decision by the Issuer on his notice, any cure and any separation be made by the independent directors. The Reporting Person has also proposed to the Issuer, and to PT Smart Green Technologies and Adler Capital Limited, a mutual separation on negotiated terms. Under that proposal he would resign from all offices and from the Board of Directors and keep the securities reported in this Schedule 13D. No agreement has been reached. 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. 2.

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:	10/29/2026