VISIUM TECHNOLOGIES, INC. 8-K

What Happened

• Visium Technologies, Inc. announced on April 14, 2026 that it issued four shares of Series G Governing Preferred Stock (par $0.001) to certain accredited investors (existing Series AA holders and/or affiliates) for nominal consideration. The issuance was made under exemptions (Section 4(a)(2) and Rule 506 of Regulation D).
• The Board approved and filed a Certificate of Designation for the new Series G, which ranks pari passu with Series AA Preferred and senior to Series A and Series B Preferred as to dividends, liquidation preference, redemption rights, and distributions.
• The Board also adopted a Remediation Plan addressing legacy Series A and Series B preferred (originally issued 2015–2016) after the mandatory conversion date passed without conversion.

Key Details

• Series A outstanding: 13,992,340 shares; Series B outstanding: 1,327,640 shares.
• Remediation requirements: production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment to validate or surrender shares.
• Voluntary 125‑day window offering holders either: (a) cash redemption — Series A at $0.0625/share (25% of stated value; aggregate max $874,521) or Series B at $0.001/share (aggregate max $1,328); or (b) exchange — 100 new unregistered Common shares per Series A share or 1 new unregistered Common share per Series B share.
• Non‑qualifying holders receive no consideration and remain subject to validation requirements. Company intends to seek a declaratory judgment/quiet‑title action in Palm Beach County, FL to confirm these actions.
• Accounting impact: Company concluded conversion of Series A/B is remote and excluded those shares from diluted EPS under ASC 260; Series G has no dilutive effect. Fully diluted impact unchanged from prior 2025 filings; conclusion to be re‑evaluated each reporting period and subject to auditor concurrence.

Why It Matters

• The Series G designation creates a new senior preferred layer that may affect priority of claims, dividends, and redemption rights versus existing preferred series. Issuance of four shares itself is small, but the rights attached to Series G could influence future corporate actions.
• The Remediation Plan offers a limited cash or stock option to legacy preferred holders but sets strict documentation and proof‑of‑payment requirements; many legacy holders may not qualify. The company’s planned legal action and its accounting conclusion that conversion is remote reduce the likelihood these legacy shares will dilute common shareholders in the near term.
• Investors should note potential legal proceedings, the change in capitalization priority, and the company’s accounting position on dilution when assessing ownership percentages and EPS calculations.