Visium Technologies, Inc. Announces Significant Debt-to-Equity Swap and New Series D Preferred Stock Issuance

Key Highlights

• Unregistered Issuance of New Series D Preferred Stock: On April 14, 2026, Visium Technologies, Inc. (“Visium” or “the Company”) issued 1,597,868 shares of its newly designated Series D Callable Convertible Preferred Stock (“Series D Preferred”) to approximately forty (40) accredited investors and insiders, including certain officers.
• Debt-for-Equity Exchange: The issuance was conducted in exchange for the full cancellation and satisfaction of \$1,597,868.39 in outstanding indebtedness. This debt consisted of various promissory notes as well as accrued officer and related-party payables, as detailed in a Debt Schedule approved by the Board of Directors.
• Board Approval and Exemption from SEC Registration: The transaction was approved unanimously by the Board on April 14, 2026, and was executed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. No general solicitation or advertising was used.

Material Terms of the Series D Preferred Stock

• Stated Value and Dividends: Each share of Series D Preferred has a Stated Value of \$1.00 and carries a 3% per annum cumulative dividend, accruing daily and payable quarterly in arrears. Dividends can be paid in cash or, at the Company’s option, in additional Series D Preferred shares (“PIK Shares”).
• Liquidation Preference: Series D holders have a non-participating liquidation preference over Common Stock, Series A, and Series B Preferred (but junior to Series AA and Series G Preferred). Upon a liquidation event, they are entitled to receive the Stated Value plus all accrued but unpaid dividends before any distributions to junior classes.
• Conversion Feature: Each share is convertible at the holder’s option into Common Stock at a fixed price of \$0.05 per share. The conversion price is subject to broad-based weighted-average anti-dilution adjustments, protecting holders from dilution in future financings below the then-current conversion price. Importantly, holders do not lose anti-dilution rights if they opt out of any future pro-rata offerings.
• Redemption upon Major Transactions: Upon closing a “Qualifying Transaction” (i.e., an equity financing of at least \$10 million or a change of control at a \$10 million+ enterprise value), the Company can redeem Series D shares at 103% of Stated Value plus accrued dividends, payable in cash or (if permitted by relevant regulations) in registered Common Stock valued at the 10-day VWAP before notice.
• Voting Rights and Protections: Series D holders have no general voting rights except as required by Florida law and vote with Commons on an as-converted basis where entitled. Any amendment adversely affecting Series D or any liquidation event requires majority consent from Series D holders.
• New Certificate of Designation: The Company’s Board approved and filed a Certificate of Designation establishing the Series D Preferred, amending the Articles of Incorporation accordingly. A total of 2,000,000 shares are authorized for the Series D Preferred.

What Shareholders Need to Know

• Balance Sheet Impact: Visium has eliminated nearly \$1.6 million in debt from its balance sheet, which could significantly improve financial ratios, reduce interest expense, and enhance creditworthiness.
• Dilution Risk: If and when Series D Preferred holders convert their shares, there could be substantial dilution for existing common shareholders, especially given the low fixed conversion price of \$0.05 per share.
• Potential for Share Price Volatility: The conversion price and anti-dilution protections make the Series D effectively a “floorless” security. Any future equity financing below \$0.05 would further lower the conversion price, potentially increasing dilution risk.
• Triggering Events: A large equity financing or a change of control (“Qualifying Transaction”) allows the Company to redeem the Series D shares at a premium, which could be positive for Series D holders, but may impact the capital structure and cash flow of the Company.
• Insider Participation: Some of the Series D Preferred was issued to officers and related parties, aligning management interests with the transaction but also warranting close scrutiny by investors.
• No Change in Fiscal Year: The Company confirmed no change to its fiscal year.
• Exhibit Filing: The full Certificate of Designation has been filed and is available for review, providing full legal details on Series D rights and protections.

Potential Share Price Implications

This action is highly material and price-sensitive:

• Elimination of debt may be seen as a positive sign for Visium’s financial health and credit profile.
• The structure of the Series D Preferred, with its fixed conversion price and anti-dilution protections, could lead to significant dilution for common shareholders if converted.
• The potential for a large financing or acquisition (Qualifying Transaction) may also drive speculation or volatility in the share price.

Conclusion

Visium Technologies, Inc. has executed a major balance sheet restructuring by converting over \$1.5 million in debt into a new Series D Preferred Stock, offering strong rights and protections to new holders—including insiders and officers. While this strengthens the balance sheet, common shareholders should be keenly aware of the dilution and redemption mechanisms, as these could have a significant impact on share value in the event of future financings, conversions, or a change of control.

Disclaimer: This summary is for informational purposes only and does not constitute investment advice or a recommendation regarding Visium Technologies, Inc. Investors should review the full SEC filings and consult with professional advisors before making investment decisions. The information herein is believed accurate as of the date of the filing but may be subject to change without notice.

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