Adler Bo Niclas 4
4 · VISIUM TECHNOLOGIES, INC. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Visium (VISM) 10% Owner Adler Bo Niclas Acquires 500M Shares
What Happened
Adler Bo Niclas (reported as a 10% beneficial owner via PT SMART GREEN TECHNOLOGIES) acquired 500,000,000 shares of Visium Technologies common stock and 3 shares of Series AA Convertible Preferred Stock in a private placement on 2026-04-06. The Form 4 table lists the common shares at $0.01/share (total $3,500,000), but the filing footnote clarifies the coordinated private placement price: common at $0.00075/share (= $375,000) and the 3 Series AA preferred at $100,000 each (= $300,000), for a combined cash outlay of $675,000. The Series AA shares are convertible preferred with super-voting rights and were acquired in the private placement under Reg D / Section 4(a)(2); all securities are restricted.
Key Details
- Transaction date: 2026-04-06; Form 4 filed 2026-07-02 (appears late relative to the 2-business-day Form 4 deadline). Concurrent initial Schedule 13D was filed.
- Acquisitions: 500,000,000 Common Stock (reported in table at $0.01/share; footnote price $0.00075/share) and 3 shares Series AA Convertible Preferred ($100,000/share in footnote).
- Reported consideration per footnote: common $375,000; preferred $300,000; total ≈ $675,000. Form 4 table shows a different common-share value ($3.5M) — see footnote F3 for the private-placement pricing.
- Holdings/voting: The 3 Series AA shares (of 4 outstanding) are held through PT SMART GREEN TECHNOLOGIES, where Adler is Director/ultimate beneficial owner; these 3 shares represent ~38.25% of total voting power via the Series AA class alone and carry super-voting rights (51% of shareholder voting power allocated pro rata among Series AA). The filing notes this gives effective voting control when combined with common-stock voting rights.
- Source of funds: private capital of the subscriber/reporting person; no borrowing. Securities are restricted under Rule 144(d).
- Filing timeliness: The Form 4 was filed nearly three months after the reported transaction date; this is late relative to standard Form 4 timing and was accompanied by an initial Schedule 13D.
Context
This was a private-placement purchase (not an open-market trade). For retail investors, purchases by insiders—especially large acquisitions and issuance of super-voting preferred—can signal an intent to obtain significant voting influence; here the filing documents both a substantial common share purchase and preferred shares that materially increase voting power. The securities are restricted and subject to holding/volume limits; the Schedule 13D discloses additional holdings, purpose, and related agreements.
Insider Transaction Report
- Award
Common Stock, par value $0.0001 per share
[F1]2026-04-06$0.01/sh+500,000,000$3,500,000→ 500,000,000 total(indirect: See Footnote) - Award
Series AA Convertible Preferred Stock
[F2][F3][F4][F1]2026-04-06+3→ 3 total(indirect: See Footnote)→ Common Stock (3 underlying)
Footnotes (4)
- [F1]The shares of Common Stock and Series AA Convertible Preferred Stock reported herein are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia limited liability entity (with Singapore connections) of which the Reporting Person is Director and the ultimate beneficial owner. The Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of any shares held by the entity except to the extent of his pecuniary interest therein. This Form 4 is being filed to report acquisitions that caused the Reporting Person to become a 10% beneficial owner and that are the subject of a concurrent initial Schedule 13D filing by the Reporting Person (see that Schedule 13D for additional details regarding beneficial ownership, purpose of transaction, and voting power).
- [F2]The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval under the Issuer's Bylaws and Florida law, allocated pro rata among the outstanding Series AA shares and adjusted automatically as Common Stock voting changes. These voting rights are independent of the conversion feature. The conversion ratio and other terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation filed with the Florida Division of Corporations. Of the four Series AA shares outstanding, the Reporting Person owns three (75% of the class), representing approximately 38.25% of the Issuer's total voting power through the Series AA class alone, plus the Reporting Person's Common Stock voting rights, resulting in effective voting control. Voting rights are exercisable immediately upon issuance. No expiration date.
- [F3]The 3 shares of Series AA Convertible Preferred Stock were acquired for an aggregate purchase price of $300,000 ($100,000 per share) in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The 500,000,000 shares of Common Stock were acquired for $375,000 ($0.00075 per share) in the same coordinated private placement (PPM-2). Source of funds: private capital of the Subscriber / Reporting Person. No part of the consideration was borrowed for the purpose of acquiring the securities. Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period and volume/manner-of-sale limitations thereunder. See the Private Placement Memoranda (PPM-1 and PPM-2), Subscription Agreements, and Accredited Investor Questionnaire (attached as exhibits to the concurrent Schedule 13D) for full terms.
- [F4]The Series A4 Convertible Preferred Stock has no fixed expiration date and remains convertible at any time in accordance with its Certificate of Designation