Visium Technologies, Inc. Announces Major Board and Corporate Restructuring

Key Highlights from Special Board Meeting on April 7, 2026

Visium Technologies, Inc. (OTCQB: VISM), a cybersecurity solutions provider, has announced a series of significant corporate governance and structural actions following a special meeting of its Board of Directors held on April 7, 2026. These actions are part of a broader strategic restructuring and acquisition initiative, as previously disclosed in the company’s Letter of Intent dated March 29, 2026.

1. Board of Directors Refresh: Resignations Accepted

• The Board unanimously accepted the resignations of Paul Anthony Favata and Thomas Grbelja from all directorship and committee roles, including the Audit, Compensation, and Nominating & Corporate Governance Committees, effective immediately.
• The company confirmed that these resignations were not due to any disagreements regarding company operations, policies, or practices, but were part of a planned board refresh associated with the ongoing strategic restructuring and acquisition efforts.
• Officers have been directed to file a Form 8-K to disclose these changes and update governance records.

2. Reauthorization and Filing of Preferred Stock Certificates

• The Board approved the ratification and immediate filing of new Certificates of Designation for Series A and Series B Convertible Preferred Stock under Florida law, to replace previous Nevada-based designations.
• Series A Convertible Preferred Stock: Up to 50,000,000 shares, par value \$0.001, stated value \$750.00 per share, senior ranking as to dividends and liquidation, with a liquidation preference of \$750.00 per share. Convertible one-to-one into common stock, with a variable conversion price adjustment if the common stock trades below \$0.10, resulting in an effective conversion price of \$0.035 per share (approx. 21,428.57 common shares per Series A share).
• Series B Convertible Preferred Stock: Up to 30,000,000 shares, par value \$0.001, stated value \$375.00 per share, pari passu with Series A in liquidation, convertible at a ratio of 300 Series B shares to one common share (with standard anti-dilution adjustments, but no variable price floor).
• These actions are implemented via Articles of Amendment and update the company’s Articles of Incorporation.

3. Cancellation of Series C Preferred Stock

• The Board authorized the complete cancellation of Series C Convertible Preferred Stock (with zero shares outstanding), revoked its designation, and redesignated any prior references to Series C as Series F Preferred Stock (terms to be decided by future board resolution).
• This move eliminates residual governance overhang and does not affect currently issued or outstanding securities.

4. Adoption of Strict Mandatory Conversion Gates

• In response to legacy corporate record issues from the company’s Nevada-to-Florida re-domiciliation, the Board adopted rigorous, mandatory conversion procedures (“Conversion Gates”) for Series A and Series B Preferred Stock.
• No conversion to common stock, transfer, or book-entry movement of Series A or B Preferred Stock is permitted unless all the following stringent conditions are met:
  1. Documentary proof of shares issued under the newly filed Certificate of Designation (April 7, 2026).
  2. Proof of original 2016 payment for the shares.
  3. Notarized affidavit from the subscriber confirming beneficial ownership and compliance.
  4. Holder-funded forensic audit of the chain of title by a company-approved expert.
  5. Final, non-appealable Palm Beach County declaratory judgment confirming conversion rights free of claims/defenses.
  6. 150% performance bond for indemnity against dilution or regulatory claims.
  7. Execution of a lock-up/leak-out agreement approved by the corporation.
  8. Legal opinion from holder’s counsel confirming clear chain of title and regulatory compliance.
  9. Reimbursement of all company costs (transfer agent, counsel, etc.).
  10. Confirmation of no violations of standstill, voting, or related covenants.
  11. Satisfaction of any additional Board procedures, with 30 days’ notice.
• The company’s transfer agent, Madison Stock Transfer, Inc., is instructed to strictly enforce these gates, maintaining only a placeholder ledger for Series A and B shares. Any conversion attempt not satisfying all eleven gates is null and void.
• This policy is designed to protect the company and its shareholders from unauthorized conversions and regulatory exposure.

5. Ratification and Authorization of SEC Filing

• All actions taken by the officers relating to these matters were ratified and approved.
• Officers are authorized to file a comprehensive Form 8-K with the SEC, including all relevant exhibits: the Certificates of Designation, board meeting minutes, transfer agent affidavit, legal opinions, and any other required documents.
• Officers are granted broad authority to take further actions to implement these resolutions and maintain compliance with all applicable laws.

Implications for Shareholders and Potential Share Price Impact

• Board Changes: The departure of two independent directors as part of a board refresh, with no disagreements cited, signals a transition period in governance coinciding with strategic restructuring and potential acquisition activity.
• Preferred Stock Reauthorization: The reauthorization and clarification of Series A and B Preferred Stock terms, including conversion mechanics and anti-dilution protections, could affect future share structure and may impact existing and prospective investors’ perceptions of dilution risk.
• Mandatory Conversion Gates: The introduction of exceptionally strict conversion requirements for preferred stock is a significant shareholder protection measure. It practically blocks the conversion of preferred shares to common stock unless a very high bar is met, limiting dilution risk and potentially increasing investor confidence.
• SEC Disclosures and Corporate Clean-Up: The systematic update of governance records and transparent SEC filings aim to address legacy compliance gaps, improving the company’s credibility and reducing regulatory risk.
• Strategic Restructuring and Acquisition Context: These actions are directly tied to a major restructuring and acquisition initiative, which could be price sensitive depending on subsequent disclosures or deal announcements.

Conclusion

The sweeping actions taken by Visium Technologies’ Board are designed to improve governance, clean up legacy issues from its re-domiciliation, and tightly control dilution risks as the company pursues a new strategic direction. Investors should closely monitor upcoming SEC filings and any further announcements regarding acquisitions or board composition, as these could have material impacts on share value.

Disclaimer: This article is for informational purposes only and should not be construed as investment advice or an offer to buy or sell securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The author and publisher assume no responsibility for the accuracy of the information provided, which is based on public records as of April 7, 2026.

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