VISM · Visium Technologies, Inc.

Visium Technologies has taken critical steps toward acquiring ConnexUs AI by authorizing Series E Convertible Preferred Stock, which will deliver exactly 40% of the company's fully diluted equity to the target sellers upon closing. This structure aligns with the March 29, 2026 LOI and ring-fences legacy liabilities via Florida law mechanisms. The Series E terms provide investor protections including an 8% cumulative dividend (payable in cash or PIK shares), senior liquidation preference, as-converted voting with a 4.99% cap, and standard protective provisions requiring majority Series E consent for adverse changes or senior issuances. Notably, the fixed $0.05 conversion price yields a high 15,000:1 ratio per share, emphasizing the dilutive impact while offering a yield sweetener. The company's optional redemption at 103% post-$10M Qualifying Transaction preserves post-acquisition flexibility. This unregistered issuance to accredited investors under 4(a)(2)/Reg D ensures compliance without public solicitation, positioning the acquisition as a transformative event while maintaining GAAP and disclosure standards.