VISIUM TECHNOLOGIES, INC. 8-K

What Happened

• Visium Technologies, Inc. announced on June 8, 2026 that its Board unanimously approved terminating the incubation arrangement with ConnexUS AI Inc., ending the Amended and Restated Letter of Intent (LOI) (dated on or about March 29, 2026) and the Combined Master Services Agreement / Statement of Work (SOW) effective April 15, 2026. A Mutual Release, Settlement, and Termination Agreement (filed as Exhibit 10.1 and dated June 9, 2026) memorializes the unwind.
• The agreement confirms that all ATHENA platform intellectual property (IP) — including source code, models, prompts, configs, workflows and related materials — remains the sole property of ConnexUS; Visium never obtained ownership or work-for-hire rights and any limited license to Visium terminated on the effective date.
• Cheddi Rai resigned from all positions with Visium and its affiliates effective June 8, 2026; the Board accepted the resignation and released Mr. Rai from claims arising from his service except for fraud or willful misconduct. The Board now consists of Paul R. Taylor (Chairman & CEO), Mark Lucky (CFO/director) and David Pierce (independent director).

Key Details

• Effective date of termination and resignations: June 8, 2026 (Release Agreement dated June 9, 2026).
• Prior incubation funding of $190,000 is treated as a non‑refundable expense; ConnexUS waived all further payment claims (including committed contract value, minimum fees, pass-through costs, interest, liquidated damages, acceleration, and collection costs).
• ATHENA IP: remains exclusively with ConnexUS; Visium represented it returned or destroyed all copies and has no ongoing license rights.
• Mutual general release: both parties released all claims (known or unknown) arising from the LOI, SOW, ATHENA engagement or proposed acquisition, including claims under federal or state securities laws; governing law is Florida with arbitration in Broward County.

Why It Matters

• For investors, this ends a proposed 100% equity acquisition/incubation track with ConnexUS and removes future financial obligations tied to that engagement — Visium states it has no further payment or acceleration liabilities and recognizes the $190,000 as a sunk cost.
• However, Visium does not retain the ATHENA technology or related IP, which limits any direct benefit from that platform for the company’s product roadmap.
• Leadership and governance are clarified: a founder/affiliate (Cheddi Rai) departed and the Board was confirmed with three members, including an independent director, which may affect oversight and strategy execution going forward.
• The mutual releases reduce litigation risk related to the unwind but also bar future claims tied to the terminated arrangements.