Visium Technologies Announces Term Sheet for Proposed Asset Assignment

What Happened

• On September 21, 2026 Visium Technologies, Inc. filed an 8‑K and issued a press release disclosing it executed a non‑binding term sheet for a proposed assignment of specified contract‑use, offtake, and deployment rights. Consideration, if any, is expected to be issued as a newly designated series of non‑voting convertible preferred stock (to be called “Series F Preferred Stock”) in a private placement under Section 4(a)(2) and Rule 506(b). The term sheet is non‑binding, and no definitive agreement has been executed.

Key Details

• The proposed consideration would be Series F Preferred Stock only; no cash would be payable at closing unless the Board separately authorizes a cash component.
• Any contingent consideration would be payable only after device delivery, acceptance, energization, and generation of qualifying revenue, per terms to be defined in definitive agreements.
• Closing remains subject to numerous conditions, including final device specs/part numbers, required assignment and change‑of‑control consents, third‑party manufacturing/distribution consents (and any publicity limits), U.S. export‑control and denied‑party screening, Indonesian PMA/BKPM/OSS/bonded‑zone approvals, site rights that survive closing, quality‑of‑earnings or funds‑flow checks, counsel filing‑decision memo, availability of sufficient authorized capital (including undesignated preferred stock and common stock reserved for conversion), and corporate approvals under the Florida Business Corporation Act.
• The company disclosed potential director conflicts under Florida law: certain major shareholders and relationships involving CEO Paul R. Taylor and an entity associated with Dr. Niclas Adler create a director conflict of interest under Section 607.0832. The Board currently has only two directors (both executive officers), so additional qualified directors, shareholder approval, or a fairness determination will be required before authorizing/approving the transaction or issuing Series F Preferred Stock.

Why It Matters

• The filing signals a potential strategic transaction that could result in issuance of a new series of convertible preferred stock, which would be dilutive if authorized and issued.
• The term sheet is non‑binding and closing depends on many substantive legal, regulatory, corporate‑governance, and third‑party consents—there is no assurance the transaction will occur or on the terms previewed.
• Governance issues (director conflicts and lack of independent directors) mean additional board or shareholder actions will be needed before any deal can be approved, which could delay or change the transaction.
• Investors should treat this as preliminary information and rely on future SEC filings and definitive agreements for material terms.