Visium Technologies Announces Creation and Issuance of Series E Convertible Preferred Stock: Major Corporate and Capital Structure Changes

Key Highlights from the April 16, 2026, 8-K Filing

• Introduction of Series E Convertible Preferred Stock:
  Visium Technologies, Inc. has amended its Articles of Incorporation by filing a Certificate of Designation (CoD) to create a new class of equity, the Series E Convertible Preferred Stock.
• Board Approval and Regulatory Filing:
  The Board of Directors unanimously approved the Series E Preferred Stock, and the CoD was filed with the Florida Department of State on April 16, 2026.
• Strategic Transaction:
  The issuance of the Series E Preferred Stock is directly related to the upcoming ConnexUs AI transaction, which is structured according to a previously disclosed Letter of Intent (LOI).

Material Terms of the Series E Convertible Preferred Stock

• Stated Value: Each share of Series E Preferred Stock is assigned a stated value of \$750.00.
• Conversion Price and Ratio: Fixed conversion price of \$0.05 per share of common stock, with each Series E share convertible into 15,000 shares of common stock (par value \$0.0001).
• Economic Interest: Upon issuance, the Series E Preferred Stock represents exactly 40% of the Company’s fully diluted equity immediately after closing. This calculation includes the effect of:
  • 8% staff options
  • 40,000,000 salary-equitization shares
  • PPM-1/PPM-2 issuances
  • All other dilutive securities outstanding or issuable at closing
• Dividend Rights: Series E holders are entitled to cumulative dividends of 8.0% per annum on the stated value, accruing daily, compounded quarterly, and payable quarterly in arrears either in cash or, at the Company’s option, in-kind via additional Series E shares. All accrued dividends must be paid upon conversion, redemption, or liquidation.
• Liquidation Preference: The Series E Preferred Stock has a senior, non-participating preference. In a liquidation event, holders receive the stated value plus all accrued and unpaid dividends before any distributions to common or junior preferred stockholders.
• Redemption (Company Call Right): Following a Qualifying Transaction (defined as a transaction of \$10 million or greater), the Company may redeem Series E shares at 103% of stated value plus accrued dividends, provided at least 10 business days’ notice is given.
• Anti-Dilution Protection: No price-based anti-dilution rights; only standard adjustments for stock splits, dividends, combinations, or similar events.
• Voting Rights: Series E holders vote on an as-converted basis with common stock, but no holder may vote more than 4.99% of the outstanding common shares (aggregated with affiliates), per SEC beneficial ownership rules.
• Protective Provisions: Series E holders must approve (by majority) any amendments affecting their rights, any senior or pari passu stock issuances, or any deemed liquidation events.

Strategic and Price-Sensitive Implications for Shareholders

• Massive Equity Reallocation:
  The creation of the Series E Preferred Stock and its conversion feature means that, upon full conversion, Series E holders will own 40% of Visium’s fully diluted equity immediately after closing. This is a significant shift in the Company’s ownership structure and could dilute the holdings of existing common shareholders.
• Potential for Future Share Dilution:
  Investors should be aware that conversion of Series E shares and the inclusion of additional staff options and salary-equitization shares will substantially increase the number of shares outstanding.
• Dividend Overhang and Preference:
  Series E holders are senior to all common and most other preferred shareholders with respect to dividends and liquidation, which could impact the value and security of other equity holders.
• Redemption and Liquidity Event:
  The redemption right at a 3% premium after a qualifying \$10 million+ transaction could impact cash flows and capital allocation, especially if the Company completes a significant capital raising or M&A event.
• Governance Changes:
  With as-converted voting rights and veto power over key corporate actions, Series E holders will have considerable influence over future decisions, potentially shifting strategic control.
• No Price-Based Anti-Dilution:
  While this is positive for existing shareholders compared to more aggressive anti-dilution provisions, the sheer size of the Series E issuance still represents major dilution.
• ConnexUs AI Transaction:
  The Company’s Board has authorized both the creation of Series E Preferred Stock and the consummation of the ConnexUs AI transaction. The final Stock Purchase Agreement and closing will be announced in a subsequent Form 8-K. This anticipated transaction could be a major catalyst for the Company.

What Investors Should Watch For

• The execution and closing of the ConnexUs AI transaction. The terms will be finalized in a definitive Stock Purchase Agreement and could further impact share value and capital structure.
• The effect of the new Series E Preferred Stock on future earnings, cash flow (given the cumulative dividends), and voting power.
• Potential further dilution if all convertible securities, options, and salary-equitization shares are exercised or issued.
• Any impact on market perception, as the creation of a large new preferred equity class and related major transaction could significantly move share prices, either positively (if the transaction is seen as accretive or transformative) or negatively (if dilution and dividend overhang are viewed as excessive).

Conclusion

The creation of the Series E Convertible Preferred Stock represents a transformative event for Visium Technologies. The Company is preparing for a major transaction (ConnexUs AI) and recapitalization, which will substantially alter its equity structure, dividend obligations, and governance. These actions are likely to be price-sensitive and could have a material impact on Visium’s share value, both in the short and long term.

Disclaimer: This news article is for informational purposes only and does not constitute investment advice. All investors should conduct their own due diligence and consult with their financial advisors before making any investment decisions. The information herein is based on public filings as of April 16, 2026, and may be subject to change. The author and publisher accept no liability for any loss arising from the use of this information.

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