VISM · Visium Technologies, Inc.

This filing represents a structural reconfiguration of Visium’s capital hierarchy with profound implications for shareholder rights and economic claims. The issuance of only four shares of Series G Preferred Stock—each carrying 100,000 votes—combined with the pre-existing Series AA block, grants absolute voting control to a narrow group of insiders, effectively disenfranchising all other shareholders on matters affecting Series A and B Preferred Stock. Critically, the Series G Certificate of Designation imposes mandatory affirmative consent requirements for any action impacting Series A/B—including conversion, redemption, amendment, or corporate transactions—rendering those legacy securities functionally inert unless validated through an onerous, historically improbable documentation standard: production of the complete original 2015–2016 Private Placement Memorandum, executed subscription agreements, and verified proof of $0.25 per-share payment. The Remediation Plan offers only two narrow paths forward for Series A/B holders: cash redemption at de minimis amounts (25% of stated value for Series A; par value for Series B) or exchange into unregistered common stock—but only upon successful validation. Given the Company’s explicit conclusion that conversion is 'remote' under ASC 260 and its intent to pursue declaratory judgment in Florida court, this action crystallizes the effective subordination—and likely permanent impairment—of Series A and B economic rights. For investors, the material consequence is a decisive shift in control and risk allocation: Series G holders now hold veto power over capital structure decisions, while Series A/B holders face near-certain forfeiture absent documentary compliance spanning nearly a decade. The absence of financial proceeds, dilution, or operational disclosure underscores that this is a governance and liability containment event—not a financing or strategic initiative.