Paul Taylor reports 3% stake in Visium

Paul R. Taylor reports beneficial ownership of 34,453,488 shares of Visium Technologies common stock, representing 3% of the class.

Rhea-AI Filing Summary

Paul R. Taylor reports beneficial ownership of 34,453,488 shares of Visium Technologies common stock, representing 3% of the class. He is the incoming Chief Executive Officer and Chairman under an amended agreement dated March 28, 2026, tied to Visium’s acquisition of ConnexUs AI (DE).

Taylor holds 8.11% of the 40% Series E Preferred Stock, which represents approximately 40% of Visium’s fully diluted common equity on an as-converted basis. His rights are subject to a 4.99% beneficial-ownership cap and full-ratchet anti-dilution provisions.

The structure is linked to a Stock Purchase Agreement under a March 29, 2026 Letter of Intent, a non-exclusive RAGbox.co IP license via ARPRT LLC where he has a 30% membership interest, and an 8% staff option grant under the equity incentive plan. He states no current plans for additional major corporate actions beyond the contemplated acquisition and related restructurings.

Insights

Equity ownership and governance analyst

Taylor’s 13D shows a structured control-style stake via preferred equity and CEO role, not just a small 3% common position.

Paul R. Taylor reports 34.45 million common shares (3% of the class) plus 8.11% of 40% Series E Preferred Stock, which equates to about 40% of fully diluted common on an as-converted basis. This indicates substantial economic and voting influence beyond the headline 3% figure.

The preferred stake carries a 4.99% beneficial-ownership cap and full-ratchet anti-dilution, alongside his role as incoming CEO and Chairman. These terms can significantly affect future capitalization and dilution patterns for existing holders, especially if additional issuances trigger the ratchet.

The ConnexUs AI acquisition, ARPRT LLC’s RAGbox.co IP license (where Taylor holds a 30% interest and managerial control), and the 8% staff option pool together reshape Visium’s governance and capital structure. Actual impact will depend on the final Stock Purchase Agreement under the March 29, 2026 Letter of Intent and how the anti-dilution and ownership caps operate over time.

Key Figures

Beneficially owned common shares: 34,453,488 shares Percent of class: 3% Series E Preferred ownership: 8.11% of 40% Series E +4 more

7 metrics

Beneficially owned common shares 34,453,488 shares Aggregate amount beneficially owned by reporting person

Percent of class 3% Percent of common stock class represented by 34,453,488 shares

Series E Preferred ownership 8.11% of 40% Series E Represents about 40% of fully diluted common on as-converted basis

Beneficial-ownership cap 4.99% Cap applying to voting and dispositive power over relevant securities

Staff option grant 8% staff options Pari passu 8% staff-option grant under equity incentive plan

ARPRT LLC membership 30% interest Reporting person’s membership interest in ARPRT LLC holding RAGbox.co IP

Event date 04/09/2026 Date of event requiring Schedule 13D reporting

Key Terms

Schedule 13D, Series E Preferred Stock, full-ratchet anti-dilution, beneficial ownership, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Series E Preferred Stock financial

"8.11% pari passu shares of 40% Series E Preferred Stock, representing..."

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.

full-ratchet anti-dilution financial

"subject to the 4.99% beneficial-ownership cap and full-ratchet anti-dilution provisions..."

A full-ratchet anti-dilution provision is a clause in preferred stock financing that adjusts an investor's conversion price if the company later sells shares at a lower price: the earlier investor's price is reset down to the new, lower price regardless of how many new shares are issued. It matters to investors and other shareholders because it preserves the economic ownership percentage for the protected investor after down-rounds; like resetting a coupon's value to match a cheaper sale, it can substantially change who owns what and how future gains are shared.

beneficial ownership regulatory

"The Reporting Person acquired beneficial ownership of the securities reported herein as follows..."

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.

equity incentive plan financial

"the pari passu 8% staff-option grant under 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.

Letter of Intent regulatory

"each as described in Section 3 of the LOI and the revised LOI dated March 29, 2026..."

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 stake in Visium Technologies (VISM) does Paul R. Taylor report on this Schedule 13D?

Paul R. Taylor reports beneficial ownership of 34,453,488 shares of Visium Technologies common stock, representing 3% of the outstanding class. This is the headline common equity position disclosed, separate from his preferred stock interests and related agreements described in the document.

How does Paul R. Taylor’s Series E Preferred Stock interest affect Visium Technologies (VISM)?

Taylor reports owning 8.11% of the 40% Series E Preferred Stock, which represents approximately 40% of Visium’s fully diluted common equity on an as-converted basis. This preferred stake gives him substantial economic and voting influence beyond the 3% common stock figure alone.

What role will Paul R. Taylor have at Visium Technologies (VISM) under this arrangement?

Under an amended Chairman and CEO Agreement dated March 28, 2026, Taylor will be the incoming Chief Executive Officer and Chairman of the Board. His executive role is directly tied to Visium’s planned acquisition of ConnexUs AI and related restructuring steps outlined in the agreements.

What are the key terms limiting Paul R. Taylor’s beneficial ownership in Visium Technologies (VISM)?

Taylor’s disclosed rights are subject to a 4.99% beneficial-ownership cap and full-ratchet anti-dilution provisions attached to the Series E Preferred Stock and the ARPRT LLC license agreement. These terms constrain reportable ownership levels and influence how future equity issuances affect his position.

How is the ConnexUs AI (DE) acquisition connected to this Visium Technologies (VISM) 13D?

Taylor states he acquired the reported securities in connection with Visium’s planned acquisition of 100% of ConnexUs AI (DE) under a Stock Purchase Agreement tied to a March 29, 2026 Letter of Intent. His equity interests and executive appointment are integral parts of that transaction structure.

What is ARPRT LLC’s role and Paul R. Taylor’s interest in it regarding Visium Technologies (VISM)?

Taylor holds a 30% membership interest and managerial control in ARPRT LLC, which owns RAGbox.co IP isolated in “Ringfence 2.” That IP is non-exclusively licensed to Visium under the transaction, aligning his IP-related interests with the company’s post-acquisition plans.

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

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Accepted by SEC EDGAR 04/24/2026 - 12:32 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)

(CUSIP Number)

Paul R. Taylor
6528 Somerset Circle,
Boca Raton, FL, 33484
(561) 245-0310

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

04/09/2026

(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 No.

1

Name of reporting person

Paul Richard Taylor

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)

AF

5

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

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 34,453,488.00
8	Shared Voting Power 34,453,488.00
9	Sole Dispositive Power 34,453,488.00
10	Shared Dispositive Power 34,453,488.00

11

Aggregate amount beneficially owned by each reporting person

34,453,488.00

12

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

13

Percent of class represented by amount in Row (11)

3 %

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, SUITE360, FAIRFAX, VIRGINIA , 22033.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Paul R. Taylor (the "Reporting Person")
(b)	Business address: 6528 Somerset Circle, Boca Raton, Florida 33484.
(c)	Present principal occupation: The Reporting Person is the incoming Chief Executive Officer and Chairman of the Board of the Issuer pursuant to the fully executed amended Chairman and CEO Agreement dated March 28, 2026 (effective at Closing).
(d)	Not applicable.
(e)	The Reporting Person is a citizen of Great Britain. During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to any 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.
(f)	Not applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired beneficial ownership of the securities reported herein as follows: (a) Participation pari passu in the 40% Series E Preferred Stock issuance and the pari passu 8% staff-option grant under the Issuer's equity incentive plan, each as described in Section 3 of the LOI. (c) No borrowed funds were used; all consideration was services previously rendered and/or equity compensation tied to the Issuer's acquisition of ConnexUs AI (DE).
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities in connection with the Issuer's acquisition of 100% of the equity of ConnexUs AI (DE) pursuant to the Stock Purchase Agreement to be executed under the terms of the revised LOI dated March 29, 2026. The transaction includes (i) the Florida ARPRT LLC RAGbox.co IP isolation (Ringfence 2) in which the Reporting Person holds sole manager and 30% membership interest, (iii) the Reporting Person's appointment as CEO and Chairman, and (iv) related governance, capitalization, and GAAP-compliant restructurings. The purpose is to facilitate the acquisition, eliminate legacy dilution overhang, preserve SEC Regulation S-K Item 303/701/703 disclosure integrity, and position the Issuer for post-transaction growth. The Reporting Person has no present plans or proposals to acquire additional securities or to effect any extraordinary corporate transaction except as contemplated by the LOI and Definitive Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, the Reporting Person is the beneficial owner of 8.11% pari passu shares of 40% Series E Preferred Stock, representing approximately 40% of the Issuers Common Stock of the fully-diluted equity on an as-converted basis.
(b)	The Reporting Person has sole voting power and sole dispositive power over the shares reported in (a), subject to the 4.99% beneficial-ownership cap and full-ratchet anti-dilution provisions attaching to the Series E Preferred and the ARPRT LLC license agreement.
(c)	Not applicable.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person is party to (i) the amended Chairman and CEO Agreement dated March 28, 2026, (ii) the March 29, 2026 LOI (incorporated by reference), (iii) the ARPRT LLC operating agreement granting the Reporting Person a 30% membership interest and strategic and overall managerial control rights over the RAGbox.co IP non-exclusively licensed to the Issuer, and (iv) the Issuer's equity incentive plan governing the 8% staff options. Except as described herein or in the exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1. Letter of Intent dated March 29, 2026 (incorporated by reference). 2. Amended Chairman and CEO Agreement dated March 28, 2026. 3. ARPRT LLC Operating Agreement (TBA). 4. Joint Filing Agreement (if group filing required).

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.

Paul Richard Taylor

Signature:	/s/ Paul R. Taylor
Name/Title:	Chairman and CEO
Date:	04/09/2026