Visium Technologies, Inc 8-K, filed Sep 11, 2026
Visium Technologies, Inc. (VISM)
About this 8-K
Visium Technologies, Inc filed this 8-K on September 11, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications 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:
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None | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.03. Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time (as defined in Item 5.03), each one thousand five hundred (1,500) shares of the registrant’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time were combined into one (1) share of Common Stock. Simultaneously, the number of authorized shares of Common Stock was reduced from three billion (3,000,000,000) shares to two million (2,000,000) shares. The par value of the Common Stock remains $0.0001 per share.
The combination was effected on a lot-by-lot basis by position type. The number of post-split shares issuable in respect of each lot equals the number of pre-split shares in that lot divided by 1,500, rounded to the nearest whole share, with a fractional remainder of 0.5 or greater rounded up to one additional whole post-split share. Any lot whose quotient is less than 0.5 — that is, any lot of fewer than 750 pre-split shares — was extinguished and received zero post-split shares. No cash was paid in lieu of any fraction or extinguished lot. There is no 100-share odd-lot floor. The CEDE & Co. / DTC nominee position is treated as a single record account; beneficial fractions inside DTC are processed under DTC rules and participant practice.
A true 0.5-or-better half-up re-run of the transfer-agent book against 1,269,817,102 pre-split shares produces 846,540 post-split shares outstanding. That figure is approximately 4.73 shares fewer than the unrounded aggregate quotient of 846,544.73. Of 553 distinct registered names on the conversion map, 64 survive with one or more post-split shares and 489 are reduced to zero.
Except as required by the express anti-dilution or adjustment provisions of any living Certificate of Designation or convertible instrument, the reverse split and the authorized-share reduction do not alter the number of authorized or outstanding shares of any series of preferred stock, the stated value of any such series, or the voting, dividend, liquidation, or redemption rights of any such series.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Board Action. On September 10, 2026, the Board of Directors of Visium Technologies, Inc. (the “Company”) approved a reverse split of the Company’s Common Stock at a ratio of one (1) post-split share for each one thousand five hundred (1,500) pre-split shares (the “Reverse Split”), and, simultaneously therewith, a reduction of the number of authorized shares of Common Stock from 3,000,000,000 shares to 2,000,000 shares (the “Authorized Reduction”), with the par value remaining $0.0001 per share. The Board adopted a true lot-by-lot half-up rounding convention described below (the “Rounding Convention”). The Board action was taken pursuant to Section 607.0821 of the Florida Business Corporation Act and the Company’s Bylaws.
Articles of Amendment. On September 11, 2026 the Company filed Articles of Amendment to its Articles of Incorporation with the Florida Department of State, Division of Corporations (the “Articles of Amendment”), to effect the Reverse Split and the Authorized Reduction. The Articles of Amendment recite the Rounding Convention and do not recite a 100-share odd-lot floor or any cash-in-lieu mechanic. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
Effective Time. The Reverse Split and the Authorized Reduction became effective at the later of (i) the effective time specified in the Articles of Amendment and (ii) the time FINRA announced the Reverse Split as effective for quotation purposes under FINRA Rule 6490 (the “Effective Time”). The Effective Time is the later of the date and time at which the Articles of Amendment are accepted for filing by the Florida Department of State, Division of Corporations; or the time at which the Financial Industry Regulatory Authority (FINRA) announces the Reverse Split as effective for quotation purposes. The Common Stock will continue to be quoted on the OTCID market under the symbol “VISM.” A new CUSIP number will be assigned to the post-split Common Stock [insert CUSIP if assigned; otherwise state “upon assignment by CUSIP Global Services”].
Pre-Split and Post-Split Share Counts. Immediately prior to the Effective Time, the issued and outstanding Common Stock, as reported by Madison Stock Transfer Inc. effective September 3, 2026 and confirmed on the conversion map generated September 8, 2026 as re-run on the Rounding Convention, was 1,269,817,102 shares, against authorized Common Stock of 3,000,000,000 shares. Immediately following the Effective Time, the issued and outstanding Common Stock is 846,540 shares, against authorized Common Stock of 2,000,000 shares.
Rounding Convention. The Reverse Split was computed lot-by-lot by position type (CERT, BOOK, DRS, and RSTB/BOOKR). The number of post-split shares for each lot equals the number of pre-split shares in that lot divided by 1,500, rounded to the nearest whole share, with a fractional remainder of 0.5 or greater rounded up to one additional whole post-split share. Any lot whose quotient is less than 0.5 (any lot of fewer than 750 pre-split shares) was extinguished and received zero post-split shares. No cash was paid in lieu of any fraction or extinguished lot. There is no 100-share odd-lot floor. A true 0.5-or-better half-up re-run of the Madison book produces 846,540 post-split shares outstanding, which is approximately 4.73 shares fewer than the unrounded aggregate quotient of 846,544.73. Of 553 distinct registered names, 64 survive with one or more post-split shares and 489 registered names are reduced to zero.
Visium Technologies, Inc. · Draft Form 8-K (Items 3.03 / 5.03) · Reverse Split 1-for-1,500 · Page 2 |
Mechanical Last-Sale Illustration. Solely as an arithmetic illustration, and not as a trading price, a target, or a projection, the last sale of the Common Stock on September 3, 2026 of $0.001105, multiplied by 1,500, produces a mechanical post-split figure of $1.6575. The Company is not predicting, projecting, or targeting any post-split trading price. Actual post-split quotations will be determined by the market.
Preferred Stock and Convertible Instruments. Except as required by the express anti-dilution or adjustment provisions of any living Certificate of Designation or convertible instrument, the Reverse Split and the Authorized Reduction do not alter the number of authorized or outstanding shares of any series of preferred stock, the stated value of any such series, or the voting, dividend, liquidation, or redemption rights of any such series. The Rounding Convention is an issued-share convention only and does not increase any reservation letter. Reservation letters are adjusted solely by dividing the remaining reserved amount by 1,500 and rounding in the manner directed by counsel. The Company has prepared split-adjustment notices for living convertible instruments concurrently with the Effective Time.
Issuance Freeze. Except for shares issued solely by operation of the Reverse Split and the Rounding Convention, the Company will not issue, reserve, or agree to issue any shares of Common Stock from the post-split available bucket, and will not deliver any new reservation letter, during the period beginning at the Effective Time and ending at the close of the tenth (10th) full trading day thereafter. Any waiver of that restriction requires a further Board resolution adopted after consultation with securities counsel.
Stated Capital. The Reverse Split does not change total stockholders’ equity. The reduction in stated capital at par is credited to additional paid-in capital. Lots extinguished by the Rounding Convention reduce issued shares with a corresponding par-value reclassification consistent with that treatment.
No Other Charter Amendments. The Articles of Amendment do not change the Company’s name, the par value of the Common Stock, the authorized preferred stock, or the Company’s fiscal year.
Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Visium Technologies, Inc. · Draft Form 8-K (Items 3.03 / 5.03) · Reverse Split 1-for-1,500 · Page 3 |
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: September 11, 2026 | By: | /s/ Paul R. Taylor |
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| Paul R. Taylor |
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| Chairman and Chief Executive Officer |
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Caution as to Forward-Looking Statements.
This Current Report contains a mechanical last-sale illustration that is not a forward-looking statement. The Company is not predicting, projecting, or targeting any post-split trading price. Statements concerning the Issuance Freeze, convertible-instrument adjustments, and transfer-agent processing are descriptions of present Board directives and operational steps. Actual market quotations after the Effective Time will be determined by trading interest and other factors outside the Company’s control.
Visium Technologies, Inc. · Draft Form 8-K (Items 3.03 / 5.03) · Reverse Split 1-for-1,500 · Page 4 |
EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
VISIUM TECHNOLOGIES, INC.
Pursuant to Sections 607.10025 and 607.1006 of the Florida Business Corporation Act, Visium Technologies, Inc., a Florida corporation (the “Corporation”), hereby adopts and files these Articles of Amendment to its Articles of Incorporation.
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Visium Technologies, Inc.
The Florida Department of State, Division of Corporations document number of the Corporation is P15000089010.
ARTICLE II
BOARD ACTION; APPROVALS; DATE OF ADOPTION
On September 10, 2026, the Board of Directors of the Corporation unanimously adopted a written consent approving a combination of the issued and outstanding shares of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of one (1) share of Common Stock for each one thousand five hundred (1,500) shares of Common Stock issued and outstanding immediately prior to the Effective Time (the “Reverse Split”).
The Board’s approval, the filing of these Articles of Amendment, and the effectiveness of the Reverse Split are subject to the completion or written waiver, in accordance with the Board’s September 10, 2026 written consent, of all conditions precedent and approvals required by applicable law, the Articles of Incorporation, the Bylaws, and the governing terms of any outstanding certificate of designation, convertible security, or other instrument. To the extent any shareholder approval, class or series vote, or holder consent is required, such approval, vote, or consent shall be obtained before these Articles of Amendment are filed or the Reverse Split becomes effective, as applicable.
ARTICLE III
NO ADVERSE EFFECT; TREATMENT OF PREFERRED STOCK
The Board of Directors has determined that the amendment to the Articles of Incorporation effected hereby does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series of the Corporation, except solely for adjustments expressly required by the terms of any outstanding convertible security, certificate of designation, or other instrument providing for adjustment upon a stock split, combination, reclassification, or similar transaction.
Except solely to the extent of such expressly required adjustments, the amendment effected hereby does not adversely affect the voting, dividend, liquidation, redemption, conversion, or other rights or preferences of any outstanding class or series of the Corporation.
The Corporation’s authorized shares of preferred stock, the number of outstanding shares of each series of preferred stock, and the rights, preferences, and limitations of each outstanding series of preferred stock remain unchanged by these Articles of Amendment, except solely to the extent an adjustment is expressly required by the governing terms of that series or instrument as a consequence of the Reverse Split.
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ARTICLE IV
COMBINATION OF COMMON STOCK
Effective at the Effective Time:
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| (a) | Each one thousand five hundred (1,500) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be combined into one (1) share of Common Stock. |
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| (b) | The combination shall be applied lot-by-lot by position type, including CERT, BOOK, DRS, and RSTB/BOOKR positions. |
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| (c) | For each such lot, the number of post-combination shares shall equal the number of pre-combination shares in the lot divided by 1,500, rounded to the nearest whole share, with a fractional remainder of 0.5 or greater rounded upward to one additional whole share. |
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| (d) | Any lot for which the quotient is less than 0.5, representing fewer than 750 pre-combination shares, shall be extinguished and shall receive zero (0) post-combination shares. |
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| (e) | No cash or other consideration shall be paid in lieu of any fractional share or any lot extinguished pursuant to subsection (d). |
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| (f) | There shall be no 100-share odd-lot floor or similar minimum-share provision. |
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| (g) | The nominee position of Cede & Co. / The Depository Trust Company (“DTC”) shall be treated as a single record account for purposes of the combination, and beneficial fractional interests within DTC shall be processed in accordance with applicable DTC rules and participant practices. |
ARTICLE V
AMENDMENT TO AUTHORIZED COMMON STOCK
Article IV of the Articles of Incorporation of the Corporation is hereby amended with respect to the authorized shares of Common Stock so that, following effectiveness of these Articles of Amendment, the Corporation is authorized to issue:
Two Million (2,000,000) shares of Common Stock, par value $0.0001 per share.
The par value of the Common Stock shall remain $0.0001 per share.
The authorized shares of preferred stock of the Corporation are not amended, reduced, increased, reclassified, or otherwise affected by these Articles of Amendment.
ARTICLE VI
EFFECT OF REVERSE SPLIT ON PREFERRED STOCK AND CONVERTIBLE INSTRUMENTS
Except as expressly required by the applicable anti-dilution, conversion, adjustment, or similar provisions of an outstanding certificate of designation, convertible security, or other convertible instrument, the Reverse Split shall not directly alter:
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| (a) | the number of authorized shares of any series of preferred stock; |
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| (b) | the number of outstanding shares of any series of preferred stock; |
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| (c) | the stated value of any series of preferred stock; |
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| (d) | the voting rights of any series of preferred stock; |
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| (e) | the dividend rights of any series of preferred stock; |
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| (f) | the liquidation rights or preferences of any series of preferred stock; or |
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| (g) | the redemption rights of any series of preferred stock. |
For the avoidance of doubt, the Reverse Split applies directly only to Common Stock and does not directly split, combine, convert, cancel, redeem, reclassify, reduce, or increase any share of preferred stock.
Any adjustment to a conversion rate, conversion price, number of shares of Common Stock issuable upon conversion, share reservation, or other numerical provision of a living convertible instrument shall be made solely to the extent required by the express terms of that instrument. Nothing in these Articles of Amendment creates, expands, limits, or waives any adjustment right, consent right, voting right, or other right under such instrument.
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ARTICLE VII
NO OTHER AMENDMENTS
Except as expressly amended by these Articles of Amendment, the Articles of Incorporation of the Corporation, as previously amended, remain unchanged and in full force and effect.
ARTICLE VIII
EFFECTIVE TIME
These Articles of Amendment and the amendments and combination effected hereby shall become effective at the later of: (i) the date and time at which these Articles of Amendment are accepted for filing by the Florida Department of State, Division of Corporations; and (ii) the time at which the Financial Industry Regulatory Authority announces the Reverse Split as effective for quotation purposes (the “Effective Time”); provided that these Articles of Amendment shall not be filed until the conditions precedent specified in the Board’s September 10, 2026 written consent have been satisfied or waived in writing in the manner authorized by that consent.
IN WITNESS WHEREOF, these Articles of Amendment have been executed on behalf of Visium Technologies, Inc. by the undersigned duly authorized officer, who acknowledges that the foregoing is true and correct.
VISIUM TECHNOLOGIES, INC.
| By: | /s/ Paul R. Taylor |
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| Paul R. Taylor |
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| Chairman and Chief Executive Officer |
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| Date: |
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