Research Reports

Key takeaways

Issued 1,597,868 Series D Preferred shares to ~40 accredited investors and officers, cancelling $1,597,868.39 in promissory notes and payables.

Series D has $1.00 Stated Value, 3% cumulative dividend payable in cash or PIK shares, senior to common/A/B but junior to AA/G.

Convertible into common stock at fixed $0.05/share with broad-based weighted-average anti-dilution protection.

Company can redeem at 103% of Stated Value plus dividends upon $10M+ Qualifying Transaction in cash or registered common stock.

Designated 2,000,000 Series D shares; no general voting rights except as-converted or protective provisions.

Exempt from registration under Section 4(a)(2) and Reg D Rule 506 as private placement.

Full analysis

This transaction allows Visium Technologies to eliminate over $1.6 million in short-term liabilities without cash outlay by issuing preferred stock with structured protections for investors. The Series D terms provide holders with downside protection via liquidation preference, dividends, and anti-dilution, while giving the company redemption flexibility tied to significant financing or change of control events. Inclusion of officers in the issuance settles related-party payables, potentially simplifying the balance sheet. The fixed $0.05 conversion price implies substantial common stock dilution if fully converted (over 31 million shares), subject to adjustments. Protective provisions safeguard holders from adverse changes, enhancing appeal to accredited investors in this private placement.

VISM · Visium Technologies, Inc.

Summary

Key takeaways

Full analysis