VISIUM TECHNOLOGIES, INC. 8-K

What Happened
On April 7, 2026, Visium Technologies, Inc. filed an 8‑K reporting that its Board adopted and filed Certificates of Designation for Series A and Series B Convertible Preferred Stock under Florida law and implemented mandatory procedural gating measures (the “Conversion Gates”) that must be satisfied before any conversion, transfer, book‑entry movement, or other action involving those preferred shares. The Board also accepted the resignations of Independent Directors Paul Anthony Favata and Thomas Grbelja, effective immediately; the Board stated the resignations were not due to any disagreement with the Company and are part of a board refresh tied to a strategic restructuring and a non‑binding Letter of Intent dated March 29, 2026.

Key Details

• Series A: up to 50,000,000 shares; par $0.001; stated value and liquidation preference $750.00 per share; conversion terms track 2016 terms (one‑for‑one subject to a variable price mechanism that can produce an effective conversion price of $0.035 and an effective ratio of ~21,428.57 common shares per Series A share, subject to anti‑dilution adjustments).
• Series B: up to 30,000,000 shares; par $0.001; stated value $375.00 per share; pari passu with Series A for liquidation; conversion per historical 2016 terms (300 Series B -> 1 common, subject to anti‑dilution). Series C cancelled (no shares outstanding).
• Conversion Gates (non‑waivable absent Board resolution) include items such as conclusive proof of issuance under the new Florida Certificates, proof of original 2016 payment, notarized subscriber affidavit, holder‑funded forensic chain‑of‑title audit, final non‑appealable Palm Beach County declaratory judgment, 150% performance bond, lock‑up/leak‑out agreement, counsel legal opinion, reimbursement of Company costs, and confirmation of no covenant violations. Madison Stock Transfer, Inc. (transfer agent) was instructed to enforce these Gates; any attempted conversion failing the Gates is declared null and void ab initio.
• Date: actions approved and filed April 7, 2026.

Why It Matters
These actions materially change the procedural rights tied to the Company’s preferred stock: the Conversion Gates create significant new conditions that could block or delay conversions and transfers of Series A/B preferred shares unless holders meet stringent requirements. That has direct implications for how and when preferred shares can convert into common stock and therefore could affect potential dilution and the timing of any investor realization tied to conversions. The director resignations are presented as part of a planned board refresh related to contemplated strategic transactions; the Company states there were no disagreements with management. Investors should note the changes as protective measures for current common shareholders and as potential constraints on legacy preferred‑holder actions stemming from historical re‑domiciliation records.