Visium Technologies, Inc 8-K/A, filed Sep 11, 2026
Visium Technologies, Inc. (VISM)
About this 8-K/A
Visium Technologies, Inc filed this 8-K/A on September 11, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2026
(Date of this Amendment:
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Explanatory Note
Visium Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2026 (the “Original Report”) to correct Item 3.02 of the Original Report and to withdraw certain statements in Item 8.01 of the Original Report that depended on the existence or issuance of Series G Governing Preferred Stock. This Amendment does not update any other disclosure in the Original Report except as expressly set forth below. Capitalized terms not defined have the meanings given in the Original Report.
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Item 3.02. Unregistered Sales of Equity Securities.
The Company hereby amends and restates Item 3.02 of the Original Report in its entirety as follows:
“The Original Report stated that on April 14, 2026 the Company issued four (4) shares of Series G Governing Preferred Stock, par value $0.001 per share, to certain accredited investors who are existing holders of the Company’s Series AA Convertible Preferred Stock and/or affiliates of the Company, for aggregate nominal consideration.
After a review of the Company’s stock ledger, minute book, and related corporate records, the Board of Directors has determined that no shares of Series G Governing Preferred Stock were in fact issued on April 14, 2026 or at any time thereafter. No consideration was received. No certificates or book-entry positions were delivered. No holder was recorded on the stock ledger. Accordingly, the statement in the Original Report that four shares ‘were issued’ was incorrect, and Item 3.02 of the Original Report is withdrawn.
No unregistered sale of Series G Governing Preferred Stock occurred.”
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.03 of the Original Report, insofar as it describes the April 14, 2026 filing of the Certificate of Designation of Series G Governing Preferred Stock with the Florida Department of State, is not withdrawn. That filing occurred. The subsequent deletion of that designation is a new event and is reported on a separate Current Report on Form 8-K dated September 11, 2026.
Item 8.01. Other Events.
The Company hereby withdraws the statements in Item 8.01 of the Original Report to the extent they asserted that (i) Series G veto rights were then effective against the Company’s outstanding Series A Convertible Preferred Stock or Series B Convertible Preferred Stock, (ii) conversion of Series A or Series B was “remote” by reason of Series G, or (iii) Series A or Series B could be excluded from diluted earnings per share under ASC 260 by reason of Series G. Those statements should not be relied upon. The Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock remain outstanding on the terms of their respective Certificates of Designation as on file with the Florida Department of State. Diluted earnings per share will be computed under ASC 260 without regard to any Series G theory.
The Company also withdraws, as a disclosed corporate program, the “Remediation Plan” for Series A and Series B described in Item 8.01 of the Original Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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. | ||
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Date: September 11, 2026 |
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| By: | /s/ Paul R. Taylor | |
Paul R. Taylor | ||
| Chairman and Chief Executive Officer | ||
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EXHIBIT 99.1
VISIUM TECHNOLOGIES, INC.
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
IN LIEU OF A SPECIAL MEETING
The undersigned, being all of the directors of Visium Technologies, Inc., a Florida corporation (the “Company”), acting pursuant to Section 607.0821 of the Florida Business Corporation Act and the Company’s Bylaws, hereby adopt the following resolutions by unanimous written consent, effective as of the date of the last signature below.
WHEREAS, on April 14, 2026, the Board adopted a Certificate of Designation of Series G Governing Preferred Stock (the “Series G Certificate”) pursuant to Fla. Stat. § 607.0602 and caused the Series G Certificate to be filed with the Florida Department of State;
WHEREAS, the Company’s Current Report on Form 8-K filed April 16, 2026 stated that four shares of Series G Governing Preferred Stock had been issued;
WHEREAS, the Board has reviewed the stock ledger, the minute book, and related corporate records, and has considered the certificates of the Chief Financial Officer dated the date hereof;
WHEREAS, the Board has determined that no shares of Series G Governing Preferred Stock were issued or outstanding at any time, that no consideration was received, and that the Item 3.02 statement in the April 16, 2026 Form 8-K was erroneous;
WHEREAS, Fla. Stat. § 607.1002(5) authorizes the Board, without shareholder approval, to delete the authorization for a class or series of shares authorized pursuant to § 607.0602 if no shares of such class or series are issued;
WHEREAS, the Board has determined that it is in the best interests of the Company and its shareholders to delete the Series G Certificate in its entirety, to correct the April 16, 2026 Form 8-K, and to conform the Company’s forthcoming Annual Report on Form 10-K accordingly;
WHEREAS, the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock shall remain outstanding on the terms of their original Certificates of Designation and are not amended, subordinated, redeemed, or otherwise altered by these resolutions;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby finds and determines that no shares of Series G Governing Preferred Stock have been issued and that none are outstanding;
FURTHER RESOLVED, that the Series G Certificate, and all rights, preferences, limitations, voting rights, consent rights, and relative rights purported to be created thereby, including any purported consent or veto right with respect to the Series A Convertible Preferred Stock or the Series B Convertible Preferred Stock, be and hereby are deleted, withdrawn, terminated, and of no further force or effect;
FURTHER RESOLVED, that the 100 shares previously designated as Series G Governing Preferred Stock are returned to the status of authorized but unissued preferred stock of the Company, undesignated as to series, and available for designation by the Board in accordance with the Articles of Incorporation and Fla. Stat. § 607.0602;
FURTHER RESOLVED, that the officers of the Company are authorized and directed to prepare, execute, and file with the Florida Department of State Articles of Amendment in substantially the form attached hereto as Annex A, and to take all action necessary to cause such Articles of Amendment to become effective;
FURTHER RESOLVED, that the officers of the Company are authorized and directed to prepare, execute, and file with the Securities and Exchange Commission (i) Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K filed April 16, 2026, correcting Item 3.02 and withdrawing the Series G-dependent statements in Item 8.01, and (ii) a Current Report on Form 8-K reporting the Board action and the Florida filing under Item 5.03, together with such exhibits as counsel shall advise;
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FURTHER RESOLVED, that the officers of the Company are authorized and directed to cause the stock ledger and capitalization table to reflect zero shares of Series G authorized as a designated series and zero shares issued and outstanding, and to deliver to the Company’s independent registered public accounting firm such certificates and records as the firm shall reasonably request;
FURTHER RESOLVED, that the Company shall not hereafter issue any share designated as Series G Governing Preferred Stock, and that any purported certificate or instrument representing Series G Governing Preferred Stock is void;
FURTHER RESOLVED, that the “Remediation Plan” for Series A and Series B described in the April 16, 2026 Form 8-K, to the extent adopted or described as supported by Series G, is withdrawn as a Board program, without prejudice to the Board’s authority to consider any future action with respect to Series A or Series B only upon separate resolutions, separate legal advice, and separate Commission disclosure;
FURTHER RESOLVED, that these resolutions do not amend, restate, subordinate, or interpret the Certificates of Designation of the Series A Convertible Preferred Stock or the Series B Convertible Preferred Stock;
FURTHER RESOLVED, that any officer of the Company is authorized to certify and deliver copies of these resolutions, and to execute and deliver any further documents, certificates, and instruments as may be necessary or advisable to carry out the intent of these resolutions.
IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of the dates set forth below. This consent may be executed in counterparts, each of which shall be deemed an original.
| /s/ Paul R. Taylor |
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| Paul R. Taylor, Director |
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| Date: September 11, 2026 |
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| /s/ Mark B. Lucky |
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| Mark B. Lucky, Director |
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| Date: September 11, 2026 |
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