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8-K2026-04-15· grok-4-1-fast-non-reasoning

VISM · Visium Technologies, Inc.

0001654954-26-003548

SEC filing

Summary

Visium Technologies entered a settlement agreement with Labrys Fund II, L.P. to pay $150,000 by April 13, 2026, extinguishing promissory notes with aggregate outstanding balance of approximately $182,244 and associated Talos Warrants.

Key takeaways

Full analysis

Visium Technologies has executed a definitive Settlement and Mutual Release Agreement with Labrys Fund II, L.P., dated April 10, 2026, to fully extinguish obligations under two promissory notes totaling original principal of $184,200 and associated transaction documents. The notes, issued August 13, 2025 ($120,000) and December 22, 2025 ($64,200), carried an aggregate outstanding balance of approximately $182,244 as of March 31, 2026. In exchange for a single cash payment of $150,000 due by wire transfer on or before April 13, 2026, the investor will cancel both notes, 5,112,426 Talos Warrants, all conversion rights, derivative liabilities, reserved shares, and transfer agent instructions. This represents a negotiated discount of over 18% on the face amount, providing immediate balance sheet relief and eliminating all potential share dilution. The mutual releases are broad, covering all known and unknown claims through the effective date under Delaware law, with covenants against disparagement and confidentiality (except for SEC disclosures). Failure to pay timely voids the agreement, reverting to prior obligations. Management, via CFO Mark Lucky, highlights this as a swift resolution removing significant liabilities and conversion overhang, aligning with strategic transformation including a recent LOI for ConnexUs AI. The transaction closes upon payment receipt, delivering a clean capital structure for deploying the TruContext AI cybersecurity platform.