VISM 8-K
Visium Technologies, Inc. (VISM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 1.01. Entry into a Material Definitive Agreement.
On April 10, 2026, Visium Technologies, Inc. (the “Company”) entered into a definitive Settlement Agreement (the “Settlement Agreement”) with the counterparties to the Labrys Notes and Talos Warrants providing for the full and final extinguishment of all outstanding obligations under the Labrys Notes and the Talos Warrants, together with all related transaction documents.
Under the terms of the Settlement Agreement, which is expressly structured as a complete extinguishment and not as an offer to purchase or assign the instruments to any third-party buyer, the Company will make a single payment of $150,000.00 on or before April 13, 2026. In exchange, the Company receives:
Immediate cancellation of both Labrys Notes (aggregate outstanding balance approximately $182,243.75 as of March 31, 2026) and all related Labrys Transaction Documents;
Immediate cancellation of the 5,112,426 Talos Warrants and all related Talos Transaction Documents;
Mutual general releases, including a broad waiver of unknown claims under applicable Delaware law;
Express termination of all conversion rights, exercise rights, reserved shares, and transfer-agent instructions; and
Delivery of cancellation instructions to the Company’s transfer agent with respect to any existing share reserve for conversion.
The Settlement Agreement contains standard no-admission and confidentiality protections, subject solely to the Company’s mandatory disclosure obligations under the Securities Exchange Act of 1934, as amended.
This transaction represents a negotiated compromise of more than 18% below the current face amount of the Labrys Notes and achieves complete elimination of all associated derivative liabilities, conversion overhang, and potential dilution. The structure was deliberately selected as superior to a conventional purchase or assignment agreement because the Company itself is the sole counterparty, thereby avoiding any involvement of third-party buyers and ensuring a clean, final resolution.
The foregoing description is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Settlement Agreement, dated April 10, 2026 (filed herewith). | |
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| Press Release dated April 14, 2026 (furnished herewith). |
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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.
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Date: April 15, 2026 | By: | /s/ Mark Lucky |
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| Mark Lucky |
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| Chief Executive Officer |
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EXHIBIT 10.1
SETTLEMENT AND MUTUAL RELEASE AGREEMENT
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (the "Agreement") dated as of April 10, 2026 (the “Effective Date”), is made by and between VISIUM TECHNOLOGIES, INC., a Florida corporation (the “Company”) and Labrys Fund II, L.P., a Delaware limited partnership (the "Investor") (the Company and Investor are each also referred to herein as a “Party”, and together as the “Parties”).
WHEREAS, the Company issued to the Investor that certain promissory note in the original principal amount of $120,000.00 on August 13, 2025 (the “First Note”) and that certain promissory note in the original principal amount of $64,200.00 on December 22, 2025 (the “Second Note”, and collectively with the First Note, the “Notes”), each pursuant to securities purchase agreements entered into by the Company and Investor on or around the issuance date of each of the Notes (collectively, the “Purchase Agreements”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Settlement.
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| a. | Cash Payment. The Company shall pay $150,000.00 (the “Cash Payment”) by wire transfer to the Investor on or before April 13, 2026 (the “Deadline”), pursuant to the wiring instructions provided by Investor to the Company. |
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| b. | Rescission of Settlement. Notwithstanding anything in this Agreement to the contrary, in the event that the Company fails to comply with the terms of this Agreement (including but not limited to a failure to timely pay any Cash Payment on or before the Deadline), then the Investor shall have the right to declare this Agreement null and void and of no further force or effect. |
2. Mutual Release.
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| a. | The Investor, upon the timely receipt of the Cash Payment on or before the Deadline pursuant to this Agreement, irrevocably and unconditionally releases the Company and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Investor or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Company Released Partiesfor, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date, with respect to the Notes and Purchase Agreements (all of the aforementioned are collectively referred to as the “Investor Released Claims”). |
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| b. | The Company hereby irrevocably and unconditionally releases the Investor and its past, present and future officers, directors, members, managers, partners, agents, consultants, employees, representatives, attorneys, investors, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Investor Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company or its predecessors, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the Investor Released Parties for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the Effective Date, including but not limited to with respect to the Purchase Agreements and Notes (for the avoidance of doubt, including but not limited to all conversions effectuated by the Investor with respect to the Notes and all of Investor’s sales and dispositions of the Company’s common stock through, and including, the Effective Date) (all of the aforementioned are collectively referred to as the “Company Released Claims”). |
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| c. | The Investor understands that this releases claims that the Investor may not know about. This is the Investor’s knowing and voluntary intent, even though the Investor recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. |
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| d. | The Company understands that this releases claims that the Company may not know about. This is the Company’s knowing and voluntary intent, even though the Company recognizes that someday it might learn that some or all of the facts that it currently believes to be true are untrue and even though it might then regret having signed this Agreement. |
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| e. | So long as the Company fully complies with the terms of this Agreement, the Investor agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Company with respect to all of the Investor Released Claims released herein (whether known or unknown to it and including any continuing effects of any acts or practices with respect to the Investor Released Claims). |
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| f. | The Company agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning its relationship with the Investor with respect to all of the Company Released Claims released herein (whether known or unknown to it and including any continuing effects of any acts or practices with respect to all of the Company Released Claims). |
3. Miscellaneous.
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| a. | Notices. Any notices hereunder to the Company or the Investor shall be in writing. If sent by electronic mail, such notices shall be deemed to have been given when sent (provided that electronic confirmation of it being sent is received by the sender). If sent by hand delivery or special courier (e.g., Federal Express), such notices shall be deemed to have been given on the date of delivery thereof as reflected on written confirmation of such delivery. All notices shall be addressed as follows (or to such other address or addresses of which any party shall provide written notice to the other parties hereto). |
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| If to the Company:
VISIUM TECHNOLOGIES, INC. 4094 Majestic Lane, Suite 360 Fairfax, VA 22033 Email: [email protected]
If to the Investor:
LABRYS FUND II, L.P. 145 Tremont Street, Suite 201-1408 Boston, MA 02111 Email: [email protected] |
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| b. | Amendments. This Agreement may not be changed orally, but only by an agreement in writing signed by the Company and the Investor. |
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| c. | Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. |
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| d. | Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. |
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| e. | Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. |
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| f. | Construction. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the this Agreement or any amendments thereto. |
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| g. | Governing Law and Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, managers, employees or agents) shall be commenced exclusively in the state or federal courts located in the Commonwealth of Massachusetts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in the Commonwealth of Massachusetts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. |
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| h. | Non-Disparagement. The Company shall not in any written or oral communications with any third party, including but not limited to any credit reporting agency, investor, vendor, investor, social media, media, or service provider, through any medium, whether tangible, electronic, or otherwise, criticize, ridicule or make any statement which, directly or indirectly, disparages, causes any harm to, or negatively affects the Investor Released Parties. The Company shall not express any negative opinions of the Investor Released Parties. The provision shall be construed broadly and shall govern any written or oral communications, express or implied, made concerning any of the Investor Released Parties and/or the Investor Released Parties’ business. |
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| i. | Confidentiality. Except as required by law, the existence and terms of this Agreement shall be strictly confidential and shall not be disclosed by the Parties, or their representatives, to anyone or any entity under any circumstances, except to the Parties’ respective attorneys. All the terms of this Agreement, including but not limited to this provision, are material terms of this Agreement. |
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| j. | Successors and Assigns. The Parties agree that this Agreement and all of its terms shall be binding on the Parties and each of them, and, as applicable, on their heirs, executors, administrators, dependents, predecessors, successors, subsidiaries, divisions, alter egos, affiliated corporations, parent corporations and related entities, and their agents, attorneys, officers, directors, successors and assigns. |
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| k. | No Admission. The Parties understand and acknowledge that this is a compromise, settlement and mutual release without any admission of liability or error or bad faith on the part of any party or any of its agents, prior or present attorneys, predecessors, successors, assigns, subsidiaries, divisions, alter egos, affiliated corporations and related entities, and their past or present officers, directors, partners, employees, agents and any or all of them. |
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| l. | Representation by Counsel. Each Party acknowledges that it has been represented by independent legal counsel of its own choice throughout all of the negotiations which preceded the execution of this Agreement and that it has executed this Agreement with the consent and on the advice of such independent legal counsel. The terms of this Agreement have been read and its consequences (including risks, complications, and costs) have been completely explained to each party by that Party's attorney. Each Party further acknowledges and represents that, in executing this Agreement, they have not relied on any inducements, promises, or representations made by the other Party hereto. |
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| m. | Knowing and Competent Release. Each Party acknowledges that it has read this Agreement and assents to all of the terms and conditions herein without any reservation whatsoever and it has had the same explained to it by its own counsel, who have answered all questions which have been asked of him or her with regard to the meaning of any of the provisions hereof. Each individual party to this Agreement warrants and represents that he or she is fully physically able and mentally competent to execute this Agreement and has a full and complete understanding of its terms. Furthermore, each Party affirms that no legal impediment impairs its competence to proceed with this Agreement. |
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| n. | Capacity and Authority to Bind. Each individual signing below represents and warrants that he or she has the right, power, legal capacity, and authority to execute and enter into this Agreement on behalf of the entity for which he or she is signing. No approval or consent not heretofore obtained by any person or entity is necessary in connection with the execution of this Agreement by such Party or the performance of such Party's obligations under this Agreement. |
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| o. | Entire Agreement. This Agreement contains the entire understanding of the Company and the Investor with respect to the matters covered herein and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into this Agreement. |
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.
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| VISIUM TECHNOLOGIES, INC. |
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| By: | /s/ Mark Lucky |
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| Name: MARK LUCKY |
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| Title: CHIEF EXECUTIVE OFFICER |
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| LABRYS FUND II, L.P. |
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| By: | /s/ Labrys II GP, LLC, its General Partner |
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| By: | /s/ Patrick Hassani |
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| Name: PATRICK HASSANI |
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| Title: AUTHORIZED SIGNATORY |
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EXHIBIT 99.1
Visium Technologies Eliminates Over $182,000 in
Outstanding Debt and All Conversion Overhang Through
Full Settlement of Labrys Notes and Talos Warrants
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NEWS PROVIDED BY
Visium Technologies, Inc.
April 14, 2026, 11:30 GMT
Visium Technologies, Inc.
Visium Technologies, Inc. (OTCBB:VISM)
This settlement delivers a swift and economically favorable resolution that removes a significant liability from our balance sheet, eliminating conversion and dilution risk.”
— Mark Lucky
FAIRFAX, VA, UNITED STATES, April 14, 2026 /EINPresswire.com/ -- Visium Technologies, Inc. (the “Company” or “Visium”) (OTC Pink: VISM), a provider of advanced agentic AI-powered cybersecurity solutions through its TruContext™ platform, today announced the execution of a definitive Settlement Agreement (the “Agreement”), dated April 10, 2026, providing for the full and final extinguishment of all outstanding obligations under the Labrys Notes and the Talos Warrants, together with all related transaction documents.
This transaction eliminates all conversion rights, derivative liabilities, and potential dilution associated with these instruments, strengthening Visium’s capital structure as the Company executes its strategic transformation following the recently announced Letter of Intent to acquire ConnexUs AI.
Settlement Terms
Under the terms of the Agreement, Visium will make a single settlement payment on or before April 13, 2026. In exchange, the Company receives:
| · | Immediate cancellation of both Labrys Notes (aggregate outstanding balance approximately $182,243.75 as of March 31, 2026) and all related Labrys Transaction Documents (Section 2.1); |
| · | Immediate cancellation of the 5,112,426 Talos Warrants and all related Talos Transaction Documents (Section 2.2); |
| · | Mutual general releases, including a broad waiver of unknown claims under applicable Delaware law (Section 3.3); |
| · | Express termination of all conversion rights, exercise rights, reserved shares, and transfer agent instructions (Sections 2.3 and 5.1); |
| · | Delivery of cancellation instructions to the Company’s transfer agent with respect to any existing share reserve for conversion; and |
| · | Standard no-admission and confidentiality protections (Sections 5.3–5.4), subject solely to the Company’s mandatory disclosure obligations under the Securities Exchange Act of 1934, as amended. |
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This settlement represents a negotiated compromise of more than 18% below the current face amount of the Labrys Notes and achieves complete elimination of all associated derivative liabilities, conversion overhang, and potential share dilution. The transaction was structured as a direct extinguishment — with Visium as the sole counterparty — ensuring a clean, final resolution without the involvement of any third-party purchaser or assignee.
Management Commentary
Mark Lucky, Chief Financial Officer of Visium Technologies, stated: “This settlement delivers a swift and economically favorable resolution that removes a significant liability from our balance sheet and eliminates all associated conversion risk. By extinguishing the Labrys Notes and Talos Warrants in full, we are taking another decisive step to strengthen our capital structure ahead of the next phase of our growth. Combined with the recently announced Letter of Intent to acquire ConnexUs AI, this action reflects our commitment to positioning Visium for an exciting new chapter — deploying our TruContext™ agentic AI cybersecurity platform at scale and delivering long-term value to our shareholders.”
The settlement is expected to close promptly upon receipt of the wire payment on or before April 13, 2026, subject to satisfaction of the conditions set forth in the Agreement.
About Visium Technologies, Inc.
Visium Technologies, Inc. (OTC Pink: VISM) is a Fairfax, Virginia-based agentic AI cybersecurity company delivering advanced threat detection, autonomous AI governance, and intelligence solutions through its proprietary TruContext™ platform. TruContext™ incorporates TruClaw™, the Company’s AI governance and control layer engineered to identify and neutralize autonomous agent-based threats. The Company is headquartered at 4094 Majestic Lane, Suite 360, Fairfax, VA 22033.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Words such as “expected,” “positioning,” “commitment,” and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Mark Lucky
Visium Technologies, Inc.
+1 888-344-9850
email us here
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