Visium Technologies, Inc. Announces Creation and Issuance of Series G Governing Preferred Stock, Remediation Plan for Legacy Preferred Shares

FORT LAUDERDALE, FL, April 16, 2026 – Visium Technologies, Inc. (the “Company”), a provider of cybersecurity solutions, has announced a series of significant corporate actions that could have meaningful implications for its capital structure and potentially its share price. The changes, approved by the Company’s Board of Directors on April 14, 2026, include the establishment and issuance of a new class of preferred stock—Series G Governing Preferred Stock—and the adoption of a remediation plan for legacy Series A and Series B Preferred Stock. The Company has also signaled its intention to take legal steps to confirm the validity of these actions.

Key Highlights from the Report

• Creation of Series G Governing Preferred Stock: The Company’s Board approved the immediate filing of a Certificate of Designation for Series G Governing Preferred Stock, establishing this new class with a par value of \$0.001 per share. Up to 100 shares are authorized, ranking pari passu with Series AA Preferred Stock and senior to all other classes including Series A and B as to dividends, liquidation preference, redemption rights, and distributions.
• Issuance of Series G Preferred Stock: On April 14, 2026, the Company issued four shares of Series G Preferred Stock to accredited investors who are current Series AA Preferred Stock holders and/or affiliates of the Company. The issuance was for nominal consideration and is exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D of the Securities Act of 1933.
• Protective Powers of Series G: The Series G Preferred Stock carries powerful governance rights. No action that could affect the rights or interests of Series G holders—including the issuance of new senior or parity securities, changes to Series A/B terms, redemptions, conversions, or transactions benefiting Series A holders—may occur without the majority written consent of Series G holders. Any such action taken without consent is null and void ab initio.
• Remediation Plan for Series A and B Preferred Stock: The Board adopted a comprehensive plan to resolve outstanding legacy Series A and B Preferred Stock (originally issued 2015–2016), which have not been converted or redeemed despite the passage of their mandatory conversion date. Outstanding amounts are 13,992,340 shares of Series A and 1,327,640 shares of Series B.
• Mandatory Proof Requirement: Holders of Series A and B Preferred must, during a 125-day window, produce the original 2015–2016 Private Placement Memorandum (PPM), executed subscription documents, and verified proof of \$0.25 per share payment for validation or surrender. Qualifying holders may then elect:
  • Cash redemption at 25% of Series A stated value (\$0.0625 per share; aggregate max \$874,521) or \$0.001 per share for Series B (max \$1,328), or
  • Exchange for 100 new unregistered common shares per Series A share, or 1 new common share per Series B share.
• Non-qualifying Holders: Those unable to provide required proof receive no consideration and remain subject to the documentary requirements.
• Legal Action Announced: The Company intends to file for declaratory judgment/quiet title in Palm Beach County, Florida, to confirm the validity of these actions, citing expired statutes of limitations and payment/documentation deficiencies.
• Impact on Diluted EPS: Due to the “remote probability” of Series A and B conversion, the Company will exclude these shares from diluted EPS calculations in accordance with ASC 260-10-45-25 and ASC 260-10-45-48. This will be re-evaluated each period and is subject to auditor concurrence. The new Series G has no dilutive impact.
• Certificate of Designation Filed: The full Certificate of Designation for Series G was filed with the Florida Department of State on April 14, 2026, and is available as Exhibit 3.1 in the filing.

What Investors and Shareholders Need to Know

• Governance Shift: The new Series G Preferred Stock effectively centralizes control over critical corporate actions, especially those relating to Series A and B preferred shares. With veto power over amendments, redemptions, and conversions, Series G holders (currently just four, all existing insiders or affiliates) now wield significant influence.
• Potential Share Price Catalyst: This restructuring could have material implications for the Company’s capital table and potential common stock dilution. If legacy Series A/B holders cannot meet the proof requirements, large numbers of preferred shares could become void or be converted at a fixed rate, ending a long-standing overhang and uncertainty about the Company’s share count and potential dilution.
• Legal Certainty Sought: By seeking a court order to validate the remediation plan, the Company aims to remove any remaining ambiguity, which could be seen as a positive for share value if successful.
• Exclusion from EPS Calculations: The exclusion of Series A/B from diluted EPS, if sustained, could impact reported per-share earnings and related valuation metrics.
• Zero Dilution from Series G: The Company asserts that the Series G issuance has zero incremental diluted EPS impact and that all actions comply with U.S. GAAP and SEC rules.
• Unregistered Share Issuance: All new shares under the remediation plan are unregistered and subject to restrictions under applicable securities laws.

Other Noteworthy Details

• No Securities Registered: The Company has no securities registered under Section 12(b) of the Exchange Act.
• Not an Emerging Growth Company: The Company has not elected to use the extended transition period for new or revised financial accounting standards and is not an emerging growth company under SEC definitions.
• Filing Signed by CEO: The Form 8-K was signed on April 16, 2026, by Mark Lucky, Chief Executive Officer.

Conclusion

These actions substantially restructure Visium Technologies’ preferred stock hierarchy, consolidate governance with a small group of insiders, and seek to finally resolve longstanding issues with legacy preferred shares. Investors should monitor the Company’s legal proceedings, future financial reports, and any market reaction to the potential reduction in share overhang and uncertainty.

Disclaimer: This article is for informational purposes only. It does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with a qualified financial advisor before making any investment decisions. The Company’s actions may have significant legal and financial implications, and outcomes are subject to court approval, future financial audits, and other contingencies.

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