[SCHEDULE 13D] VISIUM TECHNOLOGIES, INC. Major Shareholder Acquisition (>5%)

Visium Technologies, Inc. investor Cheddi Rai filed a Schedule 13D reporting beneficial ownership of approximately 146,444,342 shares of common stock, or 12.10% of the class on an as-converted and as-exercised basis.

Rhea-AI Filing Summary

Visium Technologies, Inc. investor Cheddi Rai filed a Schedule 13D reporting beneficial ownership of approximately 146,444,342 shares of common stock, or 12.10% of the class on an as-converted and as-exercised basis. This stake comes mainly from Series E preferred stock convertible into common shares and stock options granted as equity compensation and in connection with Visium’s proposed acquisition of ConnexUs AI.

Rai is expected to become Visium’s Chief Operating Officer, Chief Technology Officer, and a director, and plans to participate actively in the company’s management and strategy. A 4.99% beneficial ownership cap limits how much of his preferred stock and options he can convert or exercise at any time, constraining his voting power relative to his total economic exposure.

Insights

Equity ownership & governance analyst

Rai discloses a 12.1% economic stake in Visium with capped voting power.

The filing shows Cheddi Rai may beneficially own 146,444,342 common shares on an as-converted and as-exercised basis, equal to 12.10% of Visium’s common stock. This exposure arises from Series E Preferred Stock and stock options granted for services and in connection with the proposed ConnexUs AI acquisition.

Rai is expected to serve as Chief Operating Officer, Chief Technology Officer, and a director, implying a significant role in management and strategic decisions. However, a 4.99% beneficial ownership cap limits how much of his securities can be converted or exercised at any time, constraining his current voting and dispositive power versus his full economic interest.

The filing states no specific plans for mergers, major asset sales, or additional acquisitions beyond the described arrangements. Future company disclosures may clarify how the ConnexUs AI transaction and Rai’s leadership roles develop after the April 27, 2026 reference date.

Key Figures

Beneficially owned shares: 146,444,342 shares Percent of class: 12.10% Beneficial ownership cap: 4.99% +1 more

4 metrics

Beneficially owned shares 146,444,342 shares As-converted and as-exercised basis as of filing date

Percent of class <percent>12.10%</percent> Portion of Visium common stock beneficially owned by Rai

Beneficial ownership cap <percent>4.99%</percent> Limit on Rai’s ability to convert or exercise into outstanding common stock

Event date <date>04/27/2026</date> Date of event requiring Schedule 13D filing

Key Terms

beneficial ownership, Series E Preferred Stock, equity incentive plan, beneficial ownership cap, +1 more

5 terms

beneficial ownership financial

"The Reporting Person may be deemed to beneficially own shares of Common Stock consisting of..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series E Preferred Stock financial

"shares of Series E Preferred Stock of the Issuer, which are convertible into shares of Common Stock"

Series E preferred stock is a specific class of company shares created in a later funding round that gives holders priority over common shareholders for payments and assets, often including a fixed dividend and special conversion or voting rights. Think of it as a VIP ticket that gets paid first and may convert into regular shares later; investors watch these terms because they affect potential returns, risk in a sale or bankruptcy, and control of the company.

equity incentive plan financial

"stock options exercisable for shares of Common Stock pursuant to the Issuer's equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

beneficial ownership cap regulatory

"including a 4.99% beneficial ownership cap that limits the Reporting Person's ability to convert or exercise"

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

letter of intent financial

"a letter of intent relating to the Issuer's proposed acquisition of ConnexUs AI"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

FAQ

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

What ownership stake did Cheddi Rai report in Visium Technologies (VISM)?

Cheddi Rai reported beneficial ownership of about 146,444,342 Visium common shares, representing 12.10% of the company’s common stock on an as-converted and as-exercised basis. This reflects preferred shares and options tied to his role and the ConnexUs AI transaction.

How did Cheddi Rai acquire his Visium Technologies (VISM) securities?

Rai’s Visium securities were issued as equity compensation and in connection with Visium’s proposed acquisition of ConnexUs AI. He received Series E preferred stock convertible into common shares and stock options, with no cash paid and no borrowed funds used.

What roles is Cheddi Rai expected to hold at Visium Technologies (VISM)?

Rai is expected to serve as Chief Operating Officer, Chief Technology Officer, and a director of Visium. In these roles, he intends to participate actively in management and strategic direction, including discussions on strategy, capital structure, governance, and financing.

What is the 4.99% beneficial ownership cap mentioned in the Visium (VISM) filing?

The filing states Rai’s securities are subject to a 4.99% beneficial ownership cap. This limits his ability to convert or exercise preferred shares and options if doing so would push his beneficial ownership above 4.99% of Visium’s outstanding common stock at any time.

Does Cheddi Rai’s Schedule 13D for Visium (VISM) describe additional acquisition plans?

Beyond the proposed ConnexUs AI acquisition and his compensation-related securities, Rai states he currently has no specific plans for additional acquisitions, major asset sales, or corporate reorganizations, though he may make recommendations to Visium’s board as an officer and director.

What agreements related to Visium Technologies (VISM) does Cheddi Rai have?

Rai is party to a revised COO/CTO and Director Agreement dated March 28, 2026, a letter of intent for Visium’s proposed ConnexUs AI acquisition, and the company’s equity incentive plan under which his stock options were granted.

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

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Accepted by SEC EDGAR 04/28/2026 - 02:08 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Visium Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92836G309

(CUSIP Number)

VISIUM TECHNOLOGIES, INC.
4094 MAJESTIC LN, SUITE 360
FAIRFAX, VA, 22033
(703) 273-0383

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

04/27/2026

(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

Rai Cheddi

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)

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 146,444,342.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 146,444,342.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

146,444,342.00

12

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

13

Percent of class represented by amount in Row (11)

12.10 %

14

Type of Reporting Person (See Instructions)

IN

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 1 Comment: This Schedule 13D relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Visium Technologies, Inc., a Florida corporation (the "Issuer"). The principal executive offices of the Issuer are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Cheddi Rai (the "Reporting Person").
(b)	The business address of the Reporting Person is 3301 N University Dr., Suite 100, Coral Springs, Florida 33065.
(c)	The Reporting Person is expected to serve as Chief Operating Officer and Chief Technology Officer of the Issuer upon the closing of the transactions described herein.
(d)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws.
(e)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(f)	The Reporting Person is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired or has the right to acquire beneficial ownership of the securities reported herein in connection with (i) the Issuer's proposed acquisition of ConnexUs AI, and (ii) equity compensation arrangements with the Issuer. Specifically, the Reporting Person acquired (or has the right to acquire): (a) shares of Series E Preferred Stock of the Issuer, which are convertible into shares of Common Stock; and (b) stock options exercisable for shares of Common Stock pursuant to the Issuer's equity incentive plan. Such securities were issued or granted in consideration for services rendered and strategic contributions to the Issuer and in connection with the proposed transaction. No cash consideration was paid by the Reporting Person, and no borrowed funds were used in connection with the acquisition of such securities.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities for investment purposes and in connection with the transactions described in Item 3, including the Issuer's proposed acquisition of ConnexUs AI. The Reporting Person expects to serve as Chief Operating Officer/Chief Technology Officer and a Director on the Board of the Issuer and, in such capacities, intends to actively participate in the management and strategic direction of the Issuer. Except as set forth herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer (other than as described herein); (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws, or instruments corresponding thereto; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange; (i) Causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to those enumerated above. Notwithstanding the foregoing, the Reporting Person, in his capacity as an officer and director (upon closing), may from time to time participate in discussions regarding the Issuer's business, strategy, capital structure, governance, and financing arrangements, and may make recommendations to the Board of Directors regarding such matters.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person may be deemed to beneficially own shares of Common Stock consisting of (i) shares of Common Stock issuable upon conversion of Series E Preferred Stock and (ii) shares of Common Stock issuable upon exercise of stock options, in each case to the extent such securities are convertible or exercisable within 60 days. Based on information available to the Reporting Person, such securities represent approximately 146,444,342 shares of Common Stock on an as-converted and as-exercised basis, subject to the limitations described below.
(b)	The Reporting Person has sole voting power and sole dispositive power with respect to the securities reported herein, subject to any applicable contractual limitations, including a 4.99% beneficial ownership cap that limits the Reporting Person's ability to convert or exercise such securities to the extent that, after giving effect to such conversion or exercise, the Reporting Person would beneficially own in excess of 4.99% of the outstanding Common Stock of the Issuer.
(c)	The Reporting Person has not effected any transactions in the Common Stock during the past sixty days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person is a party to (i) an amended Chief Operating Officer/Chief Technology Officer and Director Agreement with the Issuer dated March 28, 2026, (ii) a letter of intent relating to the Issuer's proposed acquisition of ConnexUs AI, and (iii) the Issuer's equity incentive plan pursuant to which stock options have been granted. The Reporting Person also holds a minority membership interest in ARPRT LLC, which is party to certain intellectual property licensing arrangements with the Issuer. Such arrangements do not provide the Reporting Person with voting or dispositive power over securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Revised Chief Operating Officer and Chief Technolgy Officer Employment Agreement, dated April 23, 2026.

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.

Rai Cheddi

Signature:	/s/ Cheddi Rai
Name/Title:	Cheddi Rai
Date:	04/28/2026