8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2026

VISIUM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Florida	000-25753	87-0449667
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

4094 Majestic Lane, Suite 360

Fairfax, Virginia 22033

(Address of principal executive offices, including zip code)

(703) 273-0383

(Registrant’s telephone number, including area code)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 14, 2026, the Board of Directors of Visium Technologies, Inc. (the “Company”), acting pursuant to Fla. Stat. §§ 607.0602 and 607.1006 and the Company’s governing documents, approved, adopted, and authorized the immediate filing with the Florida Department of State, Division of Corporations, of the Certificate of Designation of Series G Governing Preferred Stock (the “Series G CoD”). The Series G CoD constitutes an amendment to the Company’s Articles of Incorporation and establishes a new senior series ranking pari passu with Series AA Preferred Stock and senior to Series A Preferred Stock, Series B Preferred Stock, and all other classes and series of capital stock as to dividends, liquidation preference, redemption rights, and distributions.

The full text of the Series G CoD is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On April 14, 2026, the Company issued Four shares of its Series G Governing Preferred Stock, par value $0.001 per share, to certain accredited investors who are existing Series AA Preferred Stock holders and/or affiliates of the Company, for aggregate nominal consideration. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The recipients represented that they were accredited investors and acquired the securities for investment purposes only and not with a view to distribution.

Item 8.01. Other Events.

In connection with the foregoing, the Board adopted the Remediation Plan for the Company’s legacy Series A and Series B Preferred Stock (originally issued 2015–2016). The Board noted that the mandatory conversion date under Section III.B of the Series A and B Certificates of Designation (filed April 7, 2026 as Exhibits 3.1 and 3.2 thereto) has long passed without conversion, the shares remaining fully outstanding (13,992,340 Series A shares and 1,327,640 Series B shares) and subject to the previously adopted non-waivable conversion terms. The Plan requires production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender. Qualifying holders may elect, during a 125-day voluntary window:

(i)	cash redemption at 25% of Series A stated value ($0.0625 per share; aggregate maximum $874,521) or $0.001 par/stated value for Series B ($0.001 per share; aggregate maximum $1,328), or
(ii)	(ii) exchange for 100 new unregistered shares of Common Stock per Series A share or one (1) new unregistered share of Common Stock per Series B share. Non-qualifying holders receive no consideration and remain subject to the production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender. The actions address expired statutes of limitations and re-domiciliation/proof-of-payment deficiencies, are in the best interests of the Corporation and all shareholders, and fully satisfy the business judgment rule under Fla. Stat. §§ 607.0830–0831. The Company intends to commence a declaratory judgment/quiet-title action in Palm Beach County, Florida, confirming the validity of these actions. The Company has concluded, based on the passage of the mandatory conversion date without effectuation, the continuing non-waivable production of the complete original 2015–2016 PPM, executed subscription documents, and verified proof of $0.25 per-share payment for validation or surrender, the absolute veto rights of the newly designated Series G Preferred Stock, that the probability of any Series A or Series B conversion is remote. Accordingly, the shares are excluded from the diluted EPS computation pursuant to ASC 260-10-45-25 and ASC 260-10-45-48. This conclusion will be re-evaluated each reporting period and is subject to auditor concurrence. The fully-diluted impact of Series A/B remains unchanged from the October 7, 2025 Form 10-K and December 31, 2025 Form 10-Q; Series G has no dilutive effect.
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The information in this Item 8.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

3.1	Certificate of Designation of Series G Governing Preferred Stock, dated April 14, 2026 (filed with Florida Department of State on April 14, 2026).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISIUM TECHNOLOGIES, INC.
Date: April 16, 2026	By:	/s/ Mark Lucky
		Mark Lucky
		Chief Executive Officer
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vism_ex31.htm EXHIBIT 99.1

CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF

SERIES G GOVERNING PREFERRED STOCK OF VISIUM (f/k/a NUSTATE ENERGY

HOLDINGS, INC.) (A Florida Corporation)

Pursuant to the authority granted to the Board of Directors by the Amended and Restated Articles of Incorporation and Fla. Stat. § 607.0602(1)–(3), the Board hereby designates and establishes the following series of Preferred Stock:

I. DESIGNATION, AMOUNT & DIVIDENDS

A.	Designation. The designation of this series of Preferred Stock shall be “Series G Governing Preferred Stock” (the “Series G Preferred Stock”), par value $0.001 per share.
B.	Number of Shares. The number of shares of Series G Preferred Stock authorized shall be 100 (One Hundred).
C.	Dividends. Holders of Series G Preferred Stock shall be entitled to dividends as and when declared by the Board, pari passu with Series AA Preferred Stock and senior to all other classes and series of capital stock, including Series A Preferred Stock.

II. LIQUIDATION RIGHTS In any liquidation, dissolution, or winding up of the Corporation (whether voluntary or involuntary), holders of Series G Preferred Stock shall receive, pari passu with Series AA Preferred Stock and senior to Series A and Series B Preferred Stock (and all other capital stock), the entire assets of the Corporation available for distribution before any distribution to holders of Series A Preferred Stock or Common Stock. Neither a merger, consolidation, nor sale of assets shall constitute a liquidation for this purpose.

III. CONVERSION Series G Preferred Stock is not convertible into Common Stock or any other class of capital stock.

IV. RANK All shares of Series G Preferred Stock shall rank: (i) pari passu with Series AA Preferred Stock; and (ii) senior to Series A Preferred Stock, Series B Preferred Stock, and all other classes and series of capital stock of the Corporation (including Common Stock) as to dividends, liquidation preference, redemption rights, and distribution of assets. This seniority is absolute and overrides any contrary provision in the Certificate of Designation of Series A Preferred Stock (Section II thereof) without amendment to that instrument.

V. VOTING RIGHTS Each share of Series G Preferred Stock shall have 100,000 votes on all matters submitted to shareholders. When aggregated with the voting power of Series AA Preferred Stock, the combined Series G / Series AA block shall constitute absolute majority voting control. No action affecting Series A or B Preferred Stock—including, without limitation, any conversion, redemption, waiver of Conversion Gates, lock-up/leak-out, dividend, amendment to its Certificate of Designation, or any corporate transaction—may be taken without the prior written majority affirmative consent of the Series G Preferred Stock then outstanding. Any such action taken without Series G prior written consent is void ab initio.

VI. PROTECTIVE PROVISIONS The affirmative vote or written consent of a majority of the Series G Preferred Stock then outstanding is required for the Corporation to: (a) authorize or issue any senior or parity securities; (b) amend, waive, or alter any term of Series A or B Preferred Stock or any holder right thereunder; (c) redeem, repurchase, or permit conversion of any Series A shares; or (d) approve any transaction that could directly or indirectly benefit Series A holders to the detriment of Series G.

VII. REDEMPTION / CALL RIGHTS The Corporation may redeem all or any portion of the Series G Preferred Stock, at its sole option, at a price equal to $0.25 per share plus any accrued and unpaid dividends, upon the closing of any Qualified Transaction of $10 million or more. Series A Preferred Stock shall have no redemption rights and may not be called or forced into redemption by the Corporation.

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VIII. MISCELLANEOUS

A.	Status of Unredeemed Stock. Unredeemed Pref A or B shares resume the status of authorized but issued Preferred Stock.
B.	Lost or Stolen Certificates. Standard replacement procedures apply.
C.	Waiver. Any provision may be waived only by unanimous written consent of the holders of Series G Preferred Stock.
D.	Notices. Delivered in accordance with Fla. Stat. § 607.0141.
E.	Governing Law. This Certificate shall be governed by Florida law (Fla. Stat. Ch. 607).

GAAP AND ASC 260-10-45 COMPLIANCE RECITAL The designation and issuance of Series G Preferred Stock is expressly structured to have no dilutive effect on the Corporation’s capitalization table. The “remote probability” analysis mandated by ASC 260-10-45-25 and ASC 260-10-45-48 (probability of conversion of Series A Preferred Stock must be “remote” to exclude from diluted EPS) it remains unchanged and fully intact.

Series G is issued at nominal value to insiders, pari passu with shares issued under Series AA, and produces zero incremental diluted-EPS impact. The fully-diluted impact of the existing 13,992,340 Series A shares remains unchanged. The fully-diluted impact of the existing 1,327,640 Series B shares remains unchanged. Immediate Form 8-K disclosure under Items 5.03 and 3.02, with updated Regulation S-K Item 701 footnote, will confirm zero restatement risk.

This Certificate of Designation is executed and filed pursuant to the Board resolutions adopted April 14, 2026, and shall become effective upon filing with the Florida Department of State.

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate as of April 14, 2026.

VISIUM TECHNOLOGIES, INC.

By:	/s/ Mark Lucky

| Name: | Mark Lucky |

| Title: | CEO, Director |

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