VISIUM TECHNOLOGIES, INC. 8-K

What Happened
Visium Technologies, Inc. announced on April 14, 2026 that it issued 1,597,868 shares of newly designated Series D Callable Convertible Preferred Stock to about 40 accredited investors and related parties (including certain officers) in exchange for the full cancellation of $1,597,868.39 of outstanding indebtedness. The Board adopted unanimous resolutions approving the private placement under Section 4(a)(2) and Rule 506 of Regulation D; the Certificate of Designation for the Series D was executed and filed as Exhibit 3.1.

Key Details

• Issuance: 1,597,868 Series D shares issued on April 14, 2026 to settle $1,597,868.39 of promissory notes and accrued officer/related-party payables.
• Authorization: Certificate of Designation creates 2,000,000 shares of Series D preferred; issued shares are ~79.9% of authorized series.
• Economic terms: Each share has a $1.00 stated value and accrues a 3% per annum cumulative dividend (accruing daily, payable quarterly in cash or PIK).
• Conversion & dilution: Each Series D share converts at holder’s option at $0.05 per common share (20 common shares per Series D share), so full conversion of issued shares would equal 31,957,360 common shares.
• Redemption & rank: Company may redeem (in certain Qualifying Transactions) at 103% of stated value plus accrued dividends, payable in cash or registered common stock (valued by 10-trading-day VWAP). Series D has a non‑participating liquidation preference senior to Common and Series A/B but junior to Series AA and Series G. Protective provisions require a majority Series D vote to amend adverse rights or effect liquidation without paying the preference.

Why It Matters
This transaction reduces the company’s outstanding debt by about $1.60 million without cash outflow, improving the balance sheet but introducing a potentially large source of equity dilution if holders convert (up to ~31.96 million common shares). Investors should note the fixed $0.05 conversion price, the cumulative dividend that can accrue or be paid in-kind, the preference ranking in liquidation, and the Company’s redemption rights tied to future financings or change-of-control events. The issuance was a private placement to accredited investors and was not registered with the SEC.