Current Report · Items 3.03, 5.02, 5.03, 9.01 · 8-K
Visium Technologies, Inc.
VISMOTCEQUITYCurrent
Material Modification to Rights of Security Holders · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.02. Departure of Directors or Certain Officers; Election of New Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 7, 2026, the Board of Directors (the “Board”) of Visium Technologies, Inc.…
Filed Apr 7, 2026Accepted Apr 7, 2026, 5:22 PM EDTCIK 1082733Accession 0001654954-26-003315
Company context
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.
Current securities
Disclosure sections
Items 3.03, 5.02, 5.03, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of New Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, the Board of Directors (the “Board”) of Visium Technologies, Inc. (the “Company”), a Florida corporation, accepted the written resignations tendered by Paul Anthony Favata and Thomas Grbelja from each of the following positions, effective immediately: (i) Independent Director of the Board; (ii) member of the Audit Committee; (iii) member of the Compensation Committee; and (iv) member of the Nominating and Corporate Governance Committee.
The Board expressly determined, and the Company hereby reports, that the resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The resignations form part of the Company’s board refresh in connection with the strategic restructuring and acquisition transactions contemplated by the non-binding Letter of Intent dated March 29, 2026.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 7, 2026, the Board, acting pursuant to Fla. Stat. §§ 607.0602 and 607.1006 and the Company’s governing documents, approved, adopted, and authorized the immediate filing with the Florida Department of State, Division of Corporations, of (i) the Certificate of Designation of Series A Convertible Preferred Stock and (ii) the Certificate of Designation of Series B Convertible Preferred Stock (collectively, the “Certificates of Designation”). These filings constitute amendments to the Company’s Articles of Incorporation and ratify the historical designations originally adopted in April 2016 under the Company’s predecessor Nevada entity, now formalized under Florida law following reincorporation.
The Certificates of Designation designate: (a) up to 50,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, stated value $750.00 per share, with senior ranking as to dividends and liquidation, a liquidation preference of $750.00 per share, and conversion rights identical to the historical 2016 terms (one-to-one into common stock, subject to the variable conversion price adjustment mechanism when the common stock trades below $0.10 per share, resulting in an effective conversion price of $0.035 per share and an effective ratio of approximately 21,428.57 common shares per Series A share, subject to standard anti-dilution adjustments); and (b) up to 30,000,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share, stated value $375.00 per share, pari passu with Series A as to liquidation, and conversion rights identical to the historical 2016 terms (300 shares of Series B convertible into one share of common stock, subject to standard anti-dilution adjustments).
The Board also cancelled the Series C Convertible Preferred Stock (zero shares issued and outstanding) in its entirety and revoked any associated Certificate of Designation.
Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the foregoing actions, the Board adopted, as official and mandatory Company policy, strict procedural gating mechanisms (the “Conversion Gates”) that constitute conditions precedent to any conversion, transfer, book-entry movement, or other action involving the Series A or Series B Preferred Stock. These non-waivable Gates (absent a formal Board resolution applicable to all holders) include, among others: conclusive proof of issuance under the newly filed Florida Certificates of Designation; proof of original 2016 payment; notarized subscriber affidavit; holder-funded forensic chain-of-title audit; final non-appealable Palm Beach County, Florida declaratory judgment; 150% performance bond; execution of a lock-up/leak-out agreement; legal opinion of holder’s counsel; reimbursement of all Company costs; and confirmation of no covenant violations.
The Transfer Agent, Madison Stock Transfer, Inc., has been instructed in writing to enforce the Conversion Gates strictly. Any purported conversion or action failing to satisfy is null and void ab initio. These measures materially protect the Company’s capital structure and common shareholders against legacy risks arising from incomplete re-domiciliation records but constitute a material modification to the procedural rights associated with the preferred stock.
Filed exhibits (2)
EX-99.1 (by filename) vism_ex991.htmEX-99.1
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vism_ex991.htm
MEETING OF THE BOARD OF DIRECTORS
vism_ex991.htm
EXHIBIT 99.1
MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF VISIUM TECHNOLOGIES, INC.
(A Florida Corporation)
Date: April 7, 2026
Time: 11:00 a.m. Eastern Daylight Time
Location: Held via teleconference at the Company’s principal executive offices, 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033, with all directors participating remotely in accordance with Article III, Section 4 of the Company’s Amended and Restated Bylaws and Fla. Stat. § 607.0820.
Directors Present: Mark Lucky, Principal Executive Officer, Chief Executive Officer / Chief Financial Officer
Directors Absent: None.
Quorum: A quorum of the Board was present, as required by Article III, Section 3 of the Bylaws and Fla. Stat. § 607.0824.
Call to Order: The meeting was called to order by Mark Lucky at 1:00 pm EDT. The Secretary confirmed that proper notice had been given in accordance with the Bylaws and Florida law.
1. Acceptance of Director Resignations
The Board reviewed written resignations tendered by Paul Anthony Favata and Thomas Grbelja, each resigning from all positions held with the Company, including (i)…
Open exhibit ↗EX-99.2 (by filename) vism_ex992.htmEX-99.2
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vism_ex992.htm
AFFIDAVIT OF TRANSFER AGENT
vism_ex992.htm
EXHIBIT 99.2
AFFIDAVIT OF TRANSFER AGENT - April 7, 2026
STATE OF NEW YORK COUNTY OF KINGS
I, Michael Ajzenman, being duly sworn, do hereby depose and state under oath as follows:
Capacity and Authority I am a duly authorized representative of Madison Stock Transfer, Inc. (the “Transfer Agent”), the duly appointed and acting transfer agent for Visium Technologies, Inc., a Florida corporation (the “Company”), and I am fully authorized to execute and deliver this Affidavit on behalf of the Transfer Agent.
This Affidavit is executed pursuant to, and in furtherance of, the Company’s Board resolutions adopted on April 7, 2026, and is intended to be relied upon by the Company, its officers, directors, legal counsel, auditors, and the U.S. Securities and Exchange Commission for all corporate governance, disclosure, and regulatory compliance purposes under the Securities Exchange Act of 1934, as amended, and Florida Business Corporation Act §§ 607.0602 and 607.1006.
Outstanding Common Share Totals The Transfer Agent hereby confirms that its official records, as of April 7, 2026, reflect the following aggrega…
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