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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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 5.02. Departure of Directors or Certain Officers; Election of New Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2026, the Board of Directors (the “Board”) of Visium Technologies, Inc. (the “Company”), a Florida corporation, accepted the written resignations tendered by Paul Anthony Favata and Thomas Grbelja from each of the following positions, effective immediately: (i) Independent Director of the Board; (ii) member of the Audit Committee; (iii) member of the Compensation Committee; and (iv) member of the Nominating and Corporate Governance Committee.
The Board expressly determined, and the Company hereby reports, that the resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The resignations form part of the Company’s board refresh in connection with the strategic restructuring and acquisition transactions contemplated by the non-binding Letter of Intent dated March 29, 2026.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 7, 2026, the Board, 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 (i) the Certificate of Designation of Series A Convertible Preferred Stock and (ii) the Certificate of Designation of Series B Convertible Preferred Stock (collectively, the “Certificates of Designation”). These filings constitute amendments to the Company’s Articles of Incorporation and ratify the historical designations originally adopted in April 2016 under the Company’s predecessor Nevada entity, now formalized under Florida law following reincorporation.
The Certificates of Designation designate: (a) up to 50,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, stated value $750.00 per share, with senior ranking as to dividends and liquidation, a liquidation preference of $750.00 per share, and conversion rights identical to the historical 2016 terms (one-to-one into common stock, subject to the variable conversion price adjustment mechanism when the common stock trades below $0.10 per share, resulting in an effective conversion price of $0.035 per share and an effective ratio of approximately 21,428.57 common shares per Series A share, subject to standard anti-dilution adjustments); and (b) up to 30,000,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share, stated value $375.00 per share, pari passu with Series A as to liquidation, and conversion rights identical to the historical 2016 terms (300 shares of Series B convertible into one share of common stock, subject to standard anti-dilution adjustments).
The Board also cancelled the Series C Convertible Preferred Stock (zero shares issued and outstanding) in its entirety and revoked any associated Certificate of Designation.
| 2 |
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the foregoing actions, the Board adopted, as official and mandatory Company policy, strict procedural gating mechanisms (the “Conversion Gates”) that constitute conditions precedent to any conversion, transfer, book-entry movement, or other action involving the Series A or Series B Preferred Stock. These non-waivable Gates (absent a formal Board resolution applicable to all holders) include, among others: conclusive proof of issuance under the newly filed Florida Certificates of Designation; proof of original 2016 payment; notarized subscriber affidavit; holder-funded forensic chain-of-title audit; final non-appealable Palm Beach County, Florida declaratory judgment; 150% performance bond; execution of a lock-up/leak-out agreement; legal opinion of holder’s counsel; reimbursement of all Company costs; and confirmation of no covenant violations.
The Transfer Agent, Madison Stock Transfer, Inc., has been instructed in writing to enforce the Conversion Gates strictly. Any purported conversion or action failing to satisfy is null and void ab initio. These measures materially protect the Company’s capital structure and common shareholders against legacy risks arising from incomplete re-domiciliation records but constitute a material modification to the procedural rights associated with the preferred stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
|
| 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: April 7, 2026 | By: | /s/ Mark Lucky |
|
|
| Mark Lucky |
|
|
| Chief Executive Officer |
|
| 4 |
EXHIBIT 3.1
NUSTATE ENERGY HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATION
OF
SERIES A FOUNDERS PREFERRED STOCK
I. DESIGNATION, AMOUNT & DIVIDENDS
A. Designation The designation of said series of Preferred Stock shall be Series A Convertible Preferred Stock, $.001 par value with price per share of $0.25 (Twenty Five Cents) (the “Series A Preferred Stock”).
B. Number of Shares. The number of shares of Series A Preferred Stock authorized shall be 20,000,000 (twenty million).
C. Dividends: Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board of Directors consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board of Directors shall promptly file or cause to be filed.
II LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series A Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Neither a consolidation or merger of the Corporation with another corporation or other entity nor a sale, transfer, lease or exchange of all or part of the Corporation's assets will be considered a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Article III.
III. CONVERSION. In the event of a conversion of the Preferred Shares (the “ Conversion ”) of Series A Preferred Stock to shares of Common Stock, par value $.001 per (the “ Common Stock ”), each one share of Series A Preferred Stock shall equal one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares shall be governed by a Lock-Up/Leak-Out Agreement to assure our minority shareholders are protected. See Exhibit A.
|
| A. | Conversion at the Option of the Holder. (a) Each share of Series A Preferred Stock is convertible, in whole, at the option of the Holder thereof (“Optional Conversion”) in conjunction with an Issuance Request into shares of Common Stock. |
| 1 |
B. Mechanics of Conversion. The conversion right of a holder shall be exercised by the holder of the shares of Series A Preferred Stock (held by the Transfer Agent in “Book Ledger) by contacting the Company any time after the two year holding period. Once approved, the Company will send a Stock Issuance Request to the Transfer Agent who will be responsible for all further conversions. The Transfer Agent will adjust the Preferred Share Series A Sock Ledger each time a conversion takes place. The holder of Series A Preferred Stock to be converted may contact the Company any time during usual business hours at its principal place of business, accompanied by written notice to the Corporation that the holder elects to convert their share of Series A Preferred Stock and specifying the name or names (with address) in which the Common Stock Certificate issued. Proof of ownership or other appropriate evidence of ownership (Passport or Driver’s License photocopied and notarized). The date on which a holder of Series A Preferred Stock satisfies the foregoing requirements for conversion is referred to herein as the “Conversion Date”. The Corporation will deliver shares of Common Stock due upon conversion. Immediately prior to the close of business on the Conversion Date, the holder of Series A Preferred Stock shall be deemed to be the holder of record of the shares of Common Stock issuable upon conversion of such holder’s Series A Preferred Stock. In the 49th month following the two year (2) Lock Up, the Transfer Agent shall convert the remaining Series A Preferred Shares to the appropriate number of Common Shares of the Conversion Date, all rights with respect to the Share of Series A Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (a) receive certificates or other appropriate evidence of ownership representing the number of whole shares of Common Stock into which such share of Series A Preferred Stock has been converted and (b) exercise the rights to which they are entitled as holders of Common Stock.
C. Settlement upon Conversion. The Company shall satisfy its obligation to deliver shares of Common Stock upon conversion of Series A Preferred Stock by delivering to holders of Series A Preferred Stock Common Stock with the conversion applicable to the number of shares in accordance with the Conversion Rate regulated by the Price Per Share, trailing average and Lock Up / Leak Out Agreement, as soon as practicable after the fifth Trading Day (but in no event later than the tenth Business Day) following the Conversion Date.
D. No Fractional Shares: No fractional shares of Common Stock will be issued from the Conversion of the Series A Preferred Stock. If the Conversion of Series A Preferred Stock would result in the issuance of a fractional share of Common Stock to a holder, then the Corporation shall issue one share of Common Stock to each holder of Series A Preferred Stock with a fractional share as the result of the Conversion.
E. Non-Dilution: The share of Series A Preferred Stock is anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section III prior to the reverse split, Example: 100 Preferred shares shall convert to 100 Common Shares. The conversion rate of shares of Series A Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
IV. RANK All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock, par value $.0001 per share (the “ Common Stock ”), (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to Series C Preferred Stock created specifically for ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
| 2 |
V. VOTING RIGHTS Each one share of the Series A Preferred Stock shall not have voting rights.
VI. PRICE: The initial price of each share of Series A Preferred Stock shall be $0.25 Cents
VII. MISCELLANEOUS
A. Status of Converted or Redeemed Stock: In case any share of Series A Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock, and shall no longer be designated as Series A Preferred Stock.
B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver a new Preferred Stock Certificate at the cost of the shareholder. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series A Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series A Preferred Stock.
C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series A Preferred Stock.
D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.
| 3 |
EXHIBIT 3.2
NUSTATE ENERGY HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATION
OF
SERIES B PREFERRED STOCK
I. DESIGNATION, AMOUNT & DIVIDENDS
A. Designation The designation of said series of Preferred Stock shall be Series B Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”).
B. Number of Shares. The number of shares of Series B Preferred Stock authorized shall not exceed Ten (10) Million Shares. Each share of Series B Preferred Stock shall have a stated par value equal to $.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares)(the “Series B Stated Value”).
C. Dividends: Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board of Directors consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board of Directors shall promptly file or cause to be filed.
II LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Neither a consolidation or merger of the Corporation with another corporation or other entity nor a sale, transfer, lease or exchange of all or part of the Corporation's assets will be considered a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Article III.
III. CONVERSION AND NON-DILUTION. In the event of a conversion of the Preferred Shares (the “Conversion”) of Series B Preferred Stock to shares of Common Stock, par value $.001, $0.25 per share (the “Preferred Stock”), each one (1) share of Preferred Stock shall convert to five (5) shares of Common Stock. The Common Stock shall be governed by a Lock-Up/Leak-Out Agreement to assure our all shareholders are protected. See Exhibit A.
|
| A. | Conversion at the Option of the Holder. (a) Each share of Series B Preferred Stock is convertible, in whole, at the option of the Holder thereof (“Optional Conversion ”) in conjunction with an Issuance Request and in compliance with the Lock Up Leak Out Agreement into shares of Common Stock equal to one (1) share of Preferred Stock for five (5) shares of Common Stock (the “conversion Rate ”). |
| 1 |
B. Mechanics of Conversion. The conversion right of a holder shall be exercised by the holder of the shares of Series B Preferred Stock by contacting the Company. Once approved, the Preferred Share Certificate shall be surrender to the Company’s Transfer Agent. Series B Preferred Stock to be converted at any time during usual business hours at its principal place of business, accompanied by written notice to the Corporation that the holder elects to convert their shares of Series B Preferred Stock represented by such certificate and specifying the name or names (with address) in which a certificate or certificates shall be held in and other appropriate evidence of ownership representing shares of Preferred Stock (if so required by the Corporation or the Transfer Agent) by a written instrument or instruments of transfer in form (Stock Power). The date on which a holder of Series B Preferred Stock satisfies the foregoing requirements for conversion is referred to herein as the “Conversion Date”. The Corporation will deliver shares of Common Stock due upon conversion. Immediately prior to the close of business on the Conversion Date, each converting holder of Series B Preferred Stock shall receive a “Book Ledger” representing the amount of Common Shares available for sale and the balance of unconverted Series B Preferred Shares from Madison Stock Transfer, Shareholder will receive a monthly statement from the Transfer Agent. Preferred shareholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon conversion of such holder’s Series B Preferred Stock. According to the terms of the Lock Up/Leak Out Agreement in the 49th Month of the Leak Out period Transfer Agent will “Convert” the remaining Preferred Shares to the appropriate amount of Common Shares at which time the share register of the Company shall then be closed. Upon final conversion “Conversion Date”, all rights with respect to the Shares of Series B Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (a) receive certificates or other appropriate evidence of ownership representing the number of whole shares of Common Stock into which such share of Series B Preferred Stock has been converted and (b) exercise the rights to which they are entitled as holders of Common Stock.
C. Settlement upon Conversion. The Company shall satisfy its obligation to deliver shares of Common Stock upon the conversion of Series B Preferred Stock by delivering to holders of Series B Preferred Stock surrendering shares for conversion the applicable number of shares in accordance with the Conversion Rate regulated by the Lock Up / Leak Out Agreement, as soon as practicable after the fifth Trading Day (but in no event later than the tenth Business Day) following the Conversion Date.
D. No Fractional Shares: No fractional shares of Common Stock will be issued from the Conversion of the Series B Preferred Stock. If the Conversion of Series B Preferred Stock would result in the issuance of a fractional share of Common Stock to a holder, then the Corporation shall issue one share of Common Stock to each holder of Series B Preferred Stock with a fractional share as the result of the Conversion.
E. Non-Dilution: The share of Series B Preferred Stock is anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section III prior to the reverse split. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
IV. RANK All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock, par value $.001 per share (the “ Common Stock ”), (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to Series A Preferred Stock created specifically for ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
| 2 |
V. VOTING RIGHTS Each one share of the Series B Preferred Stock shall not have voting rights.
VI. PRICE: The initial price of each share of Series B Preferred Stock shall be $0.25
VII. MISCELLANEOUS
A. Status of Converted or Redeemed Stock: In case any share of Series B Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock, and shall no longer be designated as Series B Preferred Stock.
B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver a new Preferred Stock Certificate at the cost of the shareholder. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series B Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series B Preferred Stock.
C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series B Preferred Stock.
D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.
| 3 |
EXHIBIT 3.3
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
VISIUM TECHNOLOGIES, INC.
(Pursuant to Sections 607.0602 and 607.1006 of the Florida Business Corporation Act)
Visium Technologies, Inc., a corporation organized and existing under the laws of the State of Florida (the "Corporation"), hereby files these Articles of Amendment to its Articles of Incorporation with the Florida Department of State, Division of Corporations, as follows:
ARTICLE I — NAME AND IDENTIFICATION
The name of the Corporation is Visium Technologies, Inc. The Corporation's Florida Department of State document number is P04000085655.
ARTICLE II — AMENDMENT
Pursuant to Section 607.0602 of the Florida Business Corporation Act, the Board of Directors of the Corporation, by resolutions duly adopted on April 7, 2026, authorized and directed the filing of the following Certificates of Designation with the Florida Department of State, Division of Corporations, which Certificates are incorporated herein by reference and attached hereto as Exhibit A and Exhibit B, respectively:
(a) Certificate of Designation of Series A Convertible Preferred Stock (Exhibit A); and
(b) Certificate of Designation of Series B Convertible Preferred Stock (Exhibit B).
The filing of these Certificates constitutes an amendment to the Corporation's Articles of Incorporation in accordance with Florida law.
| 1 |
ARTICLE III — ADOPTION
These Articles of Amendment were duly adopted by the Board of Directors of the Corporation on April 7, 2026, pursuant to Section 607.0602 of the Florida Business Corporation Act. No shareholder approval is required for the designation of series of preferred stock by the Board of Directors under applicable Florida law.
ARTICLE IV — EFFECTIVE DATE
These Articles of Amendment shall be effective upon filing with the Florida Department of State, Division of Corporations.
IN WITNESS WHEREOF, the undersigned officer of Visium Technologies, Inc. has executed these Articles of Amendment as of April 7, 2026.
VISIUM TECHNOLOGIES, INC.,
a Florida corporation
| By: |
| |
| Name: | Mark Lucky |
|
| Title: | Chief Executive Officer |
|
| Date: | April 7, 2026 |
|
| 2 |
Exhibit A
Certificate of Designation of Series A Convertible Preferred Stock
NUSTATE ENERGY HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATION
OF
SERIES A FOUNDERS PREFERRED STOCK
I. DESIGNATION, AMOUNT & DIVIDENDS
A. Designation The designation of said series of Preferred Stock shall be Series A Convertible Preferred Stock, $.001 par value with price per share of $0.25 (Twenty Five Cents) (the “Series A Preferred Stock”).
B. Number of Shares. The number of shares of Series A Preferred Stock authorized shall be 20,000,000 (twenty million).
C. Dividends: Initially, there will be no dividends due or payable on the Series A Preferred Stock. Any future terms with respect to dividends shall be determined by the Board of Directors consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board of Directors shall promptly file or cause to be filed.
II LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series A Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Neither a consolidation or merger of the Corporation with another corporation or other entity nor a sale, transfer, lease or exchange of all or part of the Corporation's assets will be considered a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Article III.
III. CONVERSION. In the event of a conversion of the Preferred Shares (the “ Conversion ”) of Series A Preferred Stock to shares of Common Stock, par value $.001 per (the “ Common Stock ”), each one share of Series A Preferred Stock shall equal one (1) share of Common Stock. In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $0.035 per share. The Common Stock shares shall be governed by a Lock-Up/Leak-Out Agreement to assure our minority shareholders are protected. See Exhibit A.
|
| A. | Conversion at the Option of the Holder. (a) Each share of Series A Preferred Stock is convertible, in whole, at the option of the Holder thereof (“Optional Conversion”) in conjunction with an Issuance Request into shares of Common Stock. |
| A-1 |
B. Mechanics of Conversion. The conversion right of a holder shall be exercised by the holder of the shares of Series A Preferred Stock (held by the Transfer Agent in “Book Ledger) by contacting the Company any time after the two year holding period. Once approved, the Company will send a Stock Issuance Request to the Transfer Agent who will be responsible for all further conversions. The Transfer Agent will adjust the Preferred Share Series A Sock Ledger each time a conversion takes place. The holder of Series A Preferred Stock to be converted may contact the Company any time during usual business hours at its principal place of business, accompanied by written notice to the Corporation that the holder elects to convert their share of Series A Preferred Stock and specifying the name or names (with address) in which the Common Stock Certificate issued. Proof of ownership or other appropriate evidence of ownership (Passport or Driver’s License photocopied and notarized). The date on which a holder of Series A Preferred Stock satisfies the foregoing requirements for conversion is referred to herein as the “Conversion Date”. The Corporation will deliver shares of Common Stock due upon conversion. Immediately prior to the close of business on the Conversion Date, the holder of Series A Preferred Stock shall be deemed to be the holder of record of the shares of Common Stock issuable upon conversion of such holder’s Series A Preferred Stock. In the 49th month following the two year (2) Lock Up, the Transfer Agent shall convert the remaining Series A Preferred Shares to the appropriate number of Common Shares of the Conversion Date, all rights with respect to the Share of Series A Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (a) receive certificates or other appropriate evidence of ownership representing the number of whole shares of Common Stock into which such share of Series A Preferred Stock has been converted and (b) exercise the rights to which they are entitled as holders of Common Stock.
C. Settlement upon Conversion. The Company shall satisfy its obligation to deliver shares of Common Stock upon conversion of Series A Preferred Stock by delivering to holders of Series A Preferred Stock Common Stock with the conversion applicable to the number of shares in accordance with the Conversion Rate regulated by the Price Per Share, trailing average and Lock Up / Leak Out Agreement, as soon as practicable after the fifth Trading Day (but in no event later than the tenth Business Day) following the Conversion Date.
D. No Fractional Shares: No fractional shares of Common Stock will be issued from the Conversion of the Series A Preferred Stock. If the Conversion of Series A Preferred Stock would result in the issuance of a fractional share of Common Stock to a holder, then the Corporation shall issue one share of Common Stock to each holder of Series A Preferred Stock with a fractional share as the result of the Conversion.
E. Non-Dilution: The share of Series A Preferred Stock is anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section III prior to the reverse split, Example: 100 Preferred shares shall convert to 100 Common Shares. The conversion rate of shares of Series A Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
IV. RANK All shares of the Series A Preferred Stock shall rank (i) senior to the Corporation’s Common Stock, par value $.0001 per share (the “ Common Stock ”), (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to Series C Preferred Stock created specifically for ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
| A-2 |
V. VOTING RIGHTS Each one share of the Series A Preferred Stock shall not have voting rights.
VI. PRICE: The initial price of each share of Series A Preferred Stock shall be $0.25 Cents
VII. MISCELLANEOUS
A. Status of Converted or Redeemed Stock: In case any share of Series A Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock, and shall no longer be designated as Series A Preferred Stock.
B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver a new Preferred Stock Certificate at the cost of the shareholder. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series A Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series A Preferred Stock.
C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series A Preferred Stock.
D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.
| A-3 |
|
|
Exhibit B
Certificate of Designation of Series B Convertible Preferred Stock
NUSTATE ENERGY HOLDINGS, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATION
OF
SERIES B PREFERRED STOCK
I. DESIGNATION, AMOUNT & DIVIDENDS
A. Designation The designation of said series of Preferred Stock shall be Series B Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”).
B. Number of Shares. The number of shares of Series B Preferred Stock authorized shall not exceed Ten (10) Million Shares. Each share of Series B Preferred Stock shall have a stated par value equal to $.001 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares)(the “Series B Stated Value”).
C. Dividends: Initially, there will be no dividends due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board of Directors consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board of Directors shall promptly file or cause to be filed.
II LIQUIDATION RIGHTS In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation. The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders. Neither a consolidation or merger of the Corporation with another corporation or other entity nor a sale, transfer, lease or exchange of all or part of the Corporation's assets will be considered a liquidation, dissolution or winding up of the affairs of the Corporation for purposes of this Article III.
III. CONVERSION AND NON-DILUTION. In the event of a conversion of the Preferred Shares (the “Conversion”) of Series B Preferred Stock to shares of Common Stock, par value $.001, $0.25 per share (the “Preferred Stock”), each one (1) share of Preferred Stock shall convert to five (5) shares of Common Stock. The Common Stock shall be governed by a Lock-Up/Leak-Out Agreement to assure our all shareholders are protected. See Exhibit A.
|
| A. | Conversion at the Option of the Holder. (a) Each share of Series B Preferred Stock is convertible, in whole, at the option of the Holder thereof (“Optional Conversion ”) in conjunction with an Issuance Request and in compliance with the Lock Up Leak Out Agreement into shares of Common Stock equal to one (1) share of Preferred Stock for five (5) shares of Common Stock (the “conversion Rate ”). |
| B-1 |
B. Mechanics of Conversion. The conversion right of a holder shall be exercised by the holder of the shares of Series B Preferred Stock by contacting the Company. Once approved, the Preferred Share Certificate shall be surrender to the Company’s Transfer Agent. Series B Preferred Stock to be converted at any time during usual business hours at its principal place of business, accompanied by written notice to the Corporation that the holder elects to convert their shares of Series B Preferred Stock represented by such certificate and specifying the name or names (with address) in which a certificate or certificates shall be held in and other appropriate evidence of ownership representing shares of Preferred Stock (if so required by the Corporation or the Transfer Agent) by a written instrument or instruments of transfer in form (Stock Power). The date on which a holder of Series B Preferred Stock satisfies the foregoing requirements for conversion is referred to herein as the “Conversion Date”. The Corporation will deliver shares of Common Stock due upon conversion. Immediately prior to the close of business on the Conversion Date, each converting holder of Series B Preferred Stock shall receive a “Book Ledger” representing the amount of Common Shares available for sale and the balance of unconverted Series B Preferred Shares from Madison Stock Transfer, Shareholder will receive a monthly statement from the Transfer Agent. Preferred shareholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon conversion of such holder’s Series B Preferred Stock. According to the terms of the Lock Up/Leak Out Agreement in the 49th Month of the Leak Out period Transfer Agent will “Convert” the remaining Preferred Shares to the appropriate amount of Common Shares at which time the share register of the Company shall then be closed. Upon final conversion “Conversion Date”, all rights with respect to the Shares of Series B Preferred Stock so converted, including the rights, if any, to receive notices, will terminate, except the rights of Holders thereof to (a) receive certificates or other appropriate evidence of ownership representing the number of whole shares of Common Stock into which such share of Series B Preferred Stock has been converted and (b) exercise the rights to which they are entitled as holders of Common Stock.
C. Settlement upon Conversion. The Company shall satisfy its obligation to deliver shares of Common Stock upon the conversion of Series B Preferred Stock by delivering to holders of Series B Preferred Stock surrendering shares for conversion the applicable number of shares in accordance with the Conversion Rate regulated by the Lock Up / Leak Out Agreement, as soon as practicable after the fifth Trading Day (but in no event later than the tenth Business Day) following the Conversion Date.
D. No Fractional Shares: No fractional shares of Common Stock will be issued from the Conversion of the Series B Preferred Stock. If the Conversion of Series B Preferred Stock would result in the issuance of a fractional share of Common Stock to a holder, then the Corporation shall issue one share of Common Stock to each holder of Series B Preferred Stock with a fractional share as the result of the Conversion.
E. Non-Dilution: The share of Series B Preferred Stock is anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio established in Section III prior to the reverse split. The conversion rate of shares of Series B Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.
IV. RANK All shares of the Series B Preferred Stock shall rank (i) senior to the Corporation’s Common Stock, par value $.001 per share (the “ Common Stock ”), (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to Series A Preferred Stock created specifically for ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.
| B-2 |
V. VOTING RIGHTS Each one share of the Series B Preferred Stock shall not have voting rights.
VI. PRICE: The initial price of each share of Series B Preferred Stock shall be $0.25
VII. MISCELLANEOUS
A. Status of Converted or Redeemed Stock: In case any share of Series B Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of Preferred Stock, and shall no longer be designated as Series B Preferred Stock.
B. Lost or Stolen Certificates : Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver a new Preferred Stock Certificate at the cost of the shareholder. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series B Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series B Preferred Stock.
C. Waiver : Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series B Preferred Stock.
D. Notices : Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.
| B-3 |
EXHIBIT 99.1
MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF VISIUM TECHNOLOGIES, INC.
(A Florida Corporation)
Date: April 7, 2026
Time: 11:00 a.m. Eastern Daylight Time
Location: Held via teleconference at the Company’s principal executive offices, 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033, with all directors participating remotely in accordance with Article III, Section 4 of the Company’s Amended and Restated Bylaws and Fla. Stat. § 607.0820.
Directors Present: Mark Lucky, Principal Executive Officer, Chief Executive Officer / Chief Financial Officer
Directors Absent: None.
Quorum: A quorum of the Board was present, as required by Article III, Section 3 of the Bylaws and Fla. Stat. § 607.0824.
Call to Order: The meeting was called to order by Mark Lucky at 1:00 pm EDT. The Secretary confirmed that proper notice had been given in accordance with the Bylaws and Florida law.
1. Acceptance of Director Resignations
The Board reviewed written resignations tendered by Paul Anthony Favata and Thomas Grbelja, each resigning from all positions held with the Company, including (i) Independent Director of the Board, (ii) member of the Audit Committee, (iii) member of the Compensation Committee, and (iv) member of the Nominating and Corporate Governance Committee, effective immediately.
RESOLUTION:
IT WAS UNANIMOUSLY RESOLVED that the resignations of Messrs. Favata and Grbelja are hereby accepted effective April 7, 2026. The Board expressly records that these resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices (consistent with Item 5.02 of Form 8-K). These resignations form part of the Company’s board refresh in connection with the strategic restructuring and acquisition transactions announced in the Letter of Intent dated March 29, 2026. The officers are authorized and directed to file a Current Report on Form 8-K disclosing these resignations under Item 5.02 and to take all necessary actions to update the Company’s governance records.
2. Authorization and Filing of Certificates of Designation for Series A and Series B Convertible Preferred Stock
The Board reviewed the historical designations of Series A and Series B Convertible Preferred Stock originally adopted under statutory continuity in April 2016 under the Company’s predecessor Nevada entity and confirmed that identical terms must now be formally, ratified and designated and duly filed under Florida law following the Company’s reincorporation.
The Board further reviewed the form of (i) Certificate of Designation of Series A Convertible Preferred Stock and (ii) Certificate of Designation of Series B Convertible Preferred Stock, each to be filed with the Florida Department of State, Division of Corporations pursuant to Fla. Stat. §§ 607.0602 and 607.1006.
RESOLUTION:
IT WAS UNANIMOUSLY RESOLVED that the Board hereby approves, adopts, and authorizes the immediate filing with the Florida Department of State, Division of Corporations, of:
(a) the Certificate of Designation of Series A Convertible Preferred Stock (attached hereto as Exhibit A), designating up to 50,000,000 shares, par value $0.001 per share, stated value $750.00 per share, senior ranking as to dividends and liquidation, liquidation preference of $750.00 per share, and conversion rights identical to the historical 2016 terms (one-to-one into common stock, subject to the variable conversion price adjustment mechanism when the common stock trades below $0.10 per share, resulting in an effective conversion price of $0.035 per share and an effective ratio of approximately 21,428.57 common shares per Series A share, subject to standard anti-dilution adjustments); and
| 1 |
(b) the Certificate of Designation of Series B Convertible Preferred Stock (attached hereto as Exhibit B), designating up to 30,000,000 shares, par value $0.001 per share, stated value $375.00 per share, pari passu with Series A as to liquidation, and conversion rights identical to the historical 2016 terms (300 shares of Series B convertible into one share of common stock, subject to standard anti-dilution adjustments and with no variable conversion price floor).
FURTHER RESOLVED that the filing of these Certificates of Designation constitutes an amendment and ratification to the Company’s Articles of Incorporation in accordance with Fla. Stat. § 607.1006; that the officers of the Company are hereby authorized and directed to execute, acknowledge, and file the Articles of Amendment (in the form attached as Exhibit C) and any other documents necessary to effectuate the foregoing; and that the officers are authorized to take all actions necessary or appropriate to carry out the intent of this resolution.
3. Cancellation of Series C Preferred Stock and Related Actions
RESOLUTION:
IT WAS UNANIMOUSLY RESOLVED that, pursuant to the Board’s authority under Fla. Stat. § 607.0602 and the Company’s governing documents, the Series C Convertible Preferred Stock (zero shares issued and outstanding) is hereby cancelled in its entirety, any associated Certificate of Designation is revoked and nullified, and any prior references to Series C are redesignated as Series F Preferred Stock (terms to be determined by future Board resolution). This action eliminates residual governance overhang and has no effect on issued and outstanding securities.
4. Adoption of Mandatory Conversion Gates as Company Policy
The Board reviewed the nonexistent NV / FL legacy records issue (s) from the Corporation’s prior Nevada / Florida corporate history regarding its re-domiciliation / re-jurisdiction transaction’s missing elements, including but not limited to;
|
| · | No Plan of Conversion/Domestication. NRS § 92A.105(2) and FBCA § 607.11920(3) mandate a detailed Plan specifying the manner of reclassification of shares, post-conversion articles/bylaws, and all terms. None was filed with the Nevada Secretary of State as Articles of Conversion (NRS § 92A.205) or with the Florida Department of State as a Certificate of Domestication (FBCA § 607.11922). |
|
|
|
|
|
| · | Moot - No board/shareholder approvals tied to conversion. |
|
|
|
|
|
| · | No Form 8-K Item 5.06 (or even Item 5.03) disclosure. A material change in corporate structure required current reporting; none was filed. |
|
|
|
|
|
| · | No continuity-preserving filings. The resulting Florida entity should have been deemed to commence existence on the original 1987 Nevada date (NRS § 92A.250; FBCA § 607.11924). Instead, the Nevada dissolution created a new Florida corporation, thus breaking the chain. |
|
|
|
|
|
| · | Later 10-K/10-Q “Organization” footnotes (e.g., the December 31, 2025 10-Q) state “a Florida corporation that was originally incorporated in Nevada in October 1987” without disclosing dissolution or transfer mechanics. |
To protect the Company and its shareholders against unauthorized conversions and regulatory exposure, the Board determined it is in the best interests of the Company to adopt procedural mechanisms as official, mandatory Company policy and Transfer Agent instructions.
| 2 |
RESOLUTION:
IT WAS UNANIMOUSLY RESOLVED that the following procedural gating mechanisms (the “Conversion Gates”) are hereby adopted as official Company policy and mandatory conditions precedent to any conversion of Series A or Series B Preferred Stock into common stock (or any transfer, book-entry movement, or other action involving such series of preferred shares). These Gates are cumulative, non-waivable absent a formal Board resolution applicable to all holders, and the Board’s (or its designee’s) determination of satisfaction is conclusive and binding absent manifest error. Failure to satisfy renders any purported conversion or action null and void ab initio:
(i) conclusive documentary proof that the shares were issued under verified CoD Fla (i.e., issued or ratified pursuant to the Certificate of Designation filed with the Florida Department of State on April 7, 2026, and verified by the Company’s transfer agent and counsel);
(ii) conclusive documentary proof of original 2016 payment;
(iii) notarized subscriber affidavit confirming beneficial ownership and subscription compliance;
(iv) holder-funded forensic audit of chain of title by a Corporation-selected expert;
(v) final, non-appealable Palm Beach County, Florida declaratory judgment confirming conversion rights free of any claims or defenses;
(vi) 150% performance bond guaranteeing indemnity against dilution or regulatory claims;
(vii) execution of a Corporation-approved lock-up/leak-out agreement;
(viii) satisfactory legal opinion of holder’s counsel confirming chain of title and no violation of securities laws or Company agreements;
(ix) reimbursement of all Corporation out-of-pocket costs (including transfer-agent and counsel fees);
(x) confirmation of no past or present violation of standstill, voting, or related covenants; and
(xi) satisfaction of any additional reasonable Board-adopted procedures noticed 30 days in advance.
FURTHER RESOLVED that the officers of the Company and the Company’s transfer agent, Madison Stock Transfer, Inc., are hereby directed to enforce the Conversion Gates strictly and to issue immediate written instructions to the transfer agent prohibiting issuance of common stock upon any purported conversion unless the Board (or its designee) has confirmed in writing that all eleven Gates have been fully satisfied. The Company shall execute the Affidavit of Transfer Agent (in the form presented to the Board and attached as Exhibit D) to memorialize these instructions and the transfer agent’s agreement to maintain only a placeholder aggregate ledger for the Series A and Series B Preferred Stock.
5. Ratification, Authorization of 8-K Filing, and General Authority
RESOLUTION:
IT WAS UNANIMOUSLY RESOLVED that all actions previously taken by the officers of the Company in furtherance of the foregoing matters are hereby ratified, confirmed, and approved; that the officers are authorized and directed to file a Current Report on Form 8-K under Items 5.03, 3.03, 5.02, and 9.01 (and any other applicable items), attaching as exhibits the Certificates of Designation (Exhibits 3.1 and 3.2), these Minutes (Exhibit 99.1), the Transfer Agent Affidavit, the legal opinion of counsel regarding enforceability of conversion rights, and any other required documents; and that the officers are granted full power and authority to take any and all further actions deemed necessary or advisable to implement the foregoing resolutions and to comply with all applicable federal securities laws and Florida corporate law.
There being no further business, the meeting was adjourned at 11:45 a.m. EDT.
Approved and Adopted:
| By: |
|
|
Date: April 7, 2026
EXHIBITS ATTACHED TO MINUTES:
A – Certificate of Designation – Series A
B – Certificate of Designation – Series B
C – Articles of Amendment
D – Affidavit of Transfer Agent (April 7, 2026)
| 3 |
EXHIBIT 99.2
AFFIDAVIT OF TRANSFER AGENT – April 7, 2026
STATE OF NEW YORK COUNTY OF KINGS
I, Michael Ajzenman, being duly sworn, do hereby depose and state under oath as follows:
|
| 1. | Capacity and Authority I am a duly authorized representative of Madison Stock Transfer, Inc. (the “Transfer Agent”), the duly appointed and acting transfer agent for Visium Technologies, Inc., a Florida corporation (the “Company”), and I am fully authorized to execute and deliver this Affidavit on behalf of the Transfer Agent. |
|
|
|
|
|
| 2. | This Affidavit is executed pursuant to, and in furtherance of, the Company’s Board resolutions adopted on April 7, 2026, and is intended to be relied upon by the Company, its officers, directors, legal counsel, auditors, and the U.S. Securities and Exchange Commission for all corporate governance, disclosure, and regulatory compliance purposes under the Securities Exchange Act of 1934, as amended, and Florida Business Corporation Act §§ 607.0602 and 607.1006. |
|
|
|
|
|
| 3. | Outstanding Common Share Totals The Transfer Agent hereby confirms that its official records, as of April 7, 2026, reflect the following aggregate issued and outstanding shares of the Company’s common stock: 523,348,403 shares. |
|
|
|
|
|
| 4. | Authorized Share Totals The Transfer Agent further confirms that its records reflect the following authorized capital of the Company: • Common Stock: 3,000,000,000 shares; • Blank Check Preferred Stock: 100,000,000 shares. |
|
|
|
|
|
| 5. | 5Outstanding Preferred Share Totals and Critical Record-Keeping Limitations |
|
| a. | The Transfer Agent is not currently, and has never been, the transfer agent for any series or verified ownership ledger of any of the Company’s preferred stock. |
|
|
|
|
|
| b. | Based solely upon the Company’s most recent filings with the U.S. Securities and Exchange Commission on EDGAR (including the Form 10-K for the fiscal year ended June 30, 2025 and all subsequent periodic reports), the following aggregate preferred shares are reported as issued and outstanding: • Series A Convertible Preferred Stock: 13,992,340 shares; • Series B Convertible Preferred Stock: 1,327,670 shares. |
The Transfer Agent expressly acknowledges and represents that it does not possess, maintain, or control any of the following with respect to;
|
| 1. | The Series A or Series B Preferred Stock: |
|
| a. | (a) individual holder-level ownership records; |
|
|
|
|
|
| b. | (b) physical or electronic stock certificates; |
|
|
|
|
|
| c. | (c) original issuance documentation, subscription agreements, or chain-of-title records; or |
|
|
|
|
|
| d. | (d) any supporting evidence of beneficial ownership or compliance with the predecessor entity NuState Energy Holdings, Inc. Certificates of Designation for Series A or Series B Preferred Stock. |
| 1 |
The Transfer Agent agrees to maintain only a placeholder aggregate ledger position for Series A or Series B Preferred Stock and shall not recognize or act upon any purported individual holder claims absent the strict procedural requirements set forth below.
|
| 6. | Mandatory Procedural Controls and Conversion Gates The Transfer Agent acknowledges that the Company’s Board of Directors has adopted, as mandatory and non-waivable Company policy, procedural gating mechanisms (the “Conversion Gates”) as conditions precedent to any valid conversion, transfer, book-entry movement, or other action involving Series A or Series B Preferred Stock. |
|
| a. | The Transfer Agent hereby agrees to strictly enforce these Conversion Gates and shall not process, honor, or effectuate any request for conversion, issuance of common stock, transfer, or any other change to the placeholder ledger unless and until it receives the Company’s prior written confirmation, signed by the Chief Executive Officer or Chief Financial Officer (or their designee), expressly certifying that all Conversion Gates have been fully satisfied. |
|
|
|
|
|
| b. | Any purported conversion or transfer attempted in violation of the Conversion Gates shall be treated by the Transfer Agent as null and void ab initio, and the Transfer Agent shall immediately reject and return such request to the purported holder with notice to the Company and Company’s counsel. |
|
| 7. | Maintenance of Status Quo and Heightened Notice Obligations The Transfer Agent covenants and agrees to: |
|
| a. | maintain the current aggregate ledger balances for Series A and Series B Preferred Stock without any modification unless and until it receives the written Board authorization described above; |
|
|
|
|
|
| b. | promptly (and in no event later than twenty-four (24) hours) notify the Company in writing of any request, demand, inquiry, or attempt to inspect records, effect a transfer, conversion, or any other action involving the Preferred Stock, including any request made under color of law or otherwise; |
|
|
|
|
|
| c. | cooperate fully with the Company and its counsel in any investigation or enforcement action necessary to protect the integrity of the Company’s capital structure. |
7. Reliance, Indemnification, and Survival This Affidavit is made for the express benefit of the Company and its shareholders and may be relied upon by the Company, its auditors, legal counsel, and any governmental or regulatory authority, including the SEC, without further inquiry. The representations, warranties, and covenants contained herein shall survive the execution of this Affidavit and any future changes in the Transfer Agent’s appointment.
| 2 |
IN WITNESS WHEREOF, I have executed this Affidavit as of April 7, 2026.
| /s/ Michael Ajzenman |
|
| Michael Ajzenman |
|
Title:
Authorized Representative Madison Stock Transfer, Inc.
| 3 |