VISIUM TECHNOLOGIES, INC.·4

Jul 2, 9:00 AM ET

Adler Bo Niclas 4

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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.