0001654954-26-003315
SEC filingVisium Technologies' Board accepted resignations of two independent directors, ratified Series A and B preferred stock designations under Florida law, cancelled Series C preferred, and imposed strict Conversion Gates on preferred conversions to protect common shareholders.
The resignations of independent directors Paul Anthony Favata and Thomas Grbelja reduce board independence but are positioned as a proactive refresh tied to a non-binding Letter of Intent for strategic restructuring and acquisitions dated March 29, 2026, signaling preparation for major transactions. Concurrently, the Board formalized long-standing Series A and B preferred designations from 2016 Nevada origins under Florida law post-reincorporation, authorizing 50 million Series A shares with $750 stated value and highly dilutive conversion mechanics (effective 21,428:1 ratio below $0.10 common price) and 30 million Series B shares (300:1 ratio). Series C was eliminated with no impact given zero outstanding shares. Critically, to mitigate legacy re-domiciliation record gaps, the Board instituted rigorous 'Conversion Gates'—11 cumulative preconditions including forensic audits, 150% bonds, Palm Beach County judgments, and full cost reimbursement—making conversions practically unfeasible without extraordinary effort. Transfer Agent Madison Stock Transfer affirmed no verified preferred records exist and committed to placeholder ledgers only, with 523 million common shares outstanding. These actions fortify common shareholder protections against potential dilution from disputed legacy preferred claims while enabling future governance flexibility.