VISIUM TECHNOLOGIES, INC. 8-K

What Happened
Visium Technologies, Inc. (VISM) announced on April 16, 2026 that its Board unanimously approved and the company filed a Certificate of Designation creating a Series E Convertible Preferred Stock to be issued in connection with its pending acquisition of 100% of ConnexUs AI (DE) under a revised non‑binding LOI dated March 29, 2026. The Series E terms were filed as Exhibit 3.1 and the issuance will be made to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D (no general solicitation).

Key Details

• Board action and filing date: April 16, 2026; Series E CoD filed with the Florida Dept. of State and maintained in Board minutes.
• Conversion mechanics: Stated Value $750.00 per share; conversion price fixed at $0.05 per common share (par $0.0001), i.e., each Series E share converts into exactly 15,000 common shares.
• Ownership and economics: Series E will represent exactly 40% of the company’s fully diluted equity immediately after closing (after specified staff options, salary-equitization shares, and other issuances).
• Dividends & liquidation: Cumulative 8.0% per annum on Stated Value, compounded quarterly, payable cash or PIK (additional Series E); liquidation preference equal to Stated Value plus accrued dividends (senior, non‑participating).
• Redemption & protections: Company may redeem (call) at 103% of Stated Value plus accrued dividends after a Qualifying Transaction ≥ $10M; no broad anti‑dilution protection aside from standard corporate adjustments; voting on as‑converted basis subject to a 4.99% beneficial‑ownership cap.
• Process notes: Issuance limited to accredited investors, consistent with LOI economic terms, and the company expects to file a further 8‑K upon execution of a definitive Stock Purchase Agreement and Closing.

Why It Matters
This preferred issuance is a material financing and governance action tied to Visium’s planned acquisition of ConnexUs AI. The fixed conversion price and stated 40% fully diluted economic stake mean substantial potential dilution to existing common shareholders and a large ownership and economic interest for the Series E holders upon closing. The cumulative 8% dividend, senior liquidation preference, and redemption feature affect the cost and priority of these securities relative to common stock. Retail investors should note this is a private placement to accredited investors (not a registered offering) and that Visium will file another 8‑K when the definitive purchase agreement is signed and the transaction closes.