VISIUM TECHNOLOGIES, INC.: Item 5.02 filing

Events in this filing

Item 5.02 as filed

Item 5.02.
As stated in the Officer’s Certificate, the conclusion is based on two views:
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that the Company’s Series A and Series B Convertible Preferred Stock, reported as outstanding since the quarter ended December 31, 2015, were not validly issued, and that their reported stated value was adjusted for reverse stock splits instead of their conversion ratios; and
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that the Company lacks note-by-note support for a $725,059 gain on the extinguishment of debt recognized in the quarter ended September 30, 2024.
The Officer’s Certificate states that eliminating the Series A and Series B shares would reclassify amounts within stockholders’ deficit, with no change to total deficit, assets, revenue, expenses or cash flows. It proposes restating only the financial statements for fiscal 2025 and 2026, with a cumulative adjustment to stockholders’ deficit as of July 1, 2024.
The Company has not concluded that any previously issued financial statements should no longer be relied upon:
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The Board of Directors did not authorize the Officer’s Certificate and has not reached that conclusion.
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The Company’s Chief Financial Officer does not concur. His determination addresses the matters identified in the Officer’s Certificate. It is that those matters, individually and together, do not change total assets, total stockholders’ deficit or cash flows in any period, or total liabilities, assuming the liabilities derecognized in fiscal 2019 and fiscal 2025 were properly derecognized, which the Company is further evaluating. They do not turn any period from income to loss or the reverse, and do not change any reported per-share amount as rounded. They should be corrected by revision of comparative periods, with full disclosure. His determination does not address the additional matters described below under “Supplemental statements,” which he has not evaluated.
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Fruci informed the Company on October 23, 2026 that it was not making a determination. It has not advised the Company that any of its reports should no longer be relied upon.
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Supplemental statements
Mr. Taylor delivered to the Company and its counsel eight signed supplemental statements: the first with the Officer's Certificate on October 26, 2026, six more on October 28, 2026, after his resignation, and the eighth, with a correction, on October 29, 2026. On October 29, 2026, he sent them directly to Fruci. Mr. Taylor states that the statements identify matters that in his view require evaluation, and that they express no audit opinion or legal conclusion and no conclusion about the conduct of any person. They concern, among other things:
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the April 2026 exchanges of indebtedness for Series D Convertible Preferred Stock, including:
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the measurement of the Series D;
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the classification of the gain on exchanges with two former directors;
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whether the Series D was designated in Florida before it was issued; and
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the Series D holder register;
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the derecognition of liabilities in fiscal 2019 ($2,292,162) and fiscal 2025 ($725,059), based on legal opinions;
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the Company’s Series C Preferred Stock;
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which of the Company’s bylaws are in effect; and
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equity issued to, and disclosures concerning, certain current and former officers and directors, including Mr. Lucky, from 2015 to 2026, and health insurance premiums paid by the Company for members of Mr. Lucky's family.
Other than the question of which bylaws are in effect, the Company has not yet evaluated these matters. Several concern Mr. Lucky, and he will not participate in the Company’s evaluation of those matters. The Company is also evaluating other matters relating to the Series D exchanges that could affect its financial statements for fiscal 2026. Depending on the outcome of these evaluations, amounts in previously issued financial statements, including total liabilities and the gain on extinguishment of debt, could be revised or restated. The Company’s bylaws in effect are its Bylaws as amended effective November 27, 2006, which were filed as Exhibit 99.1 to its Current Report on Form 8-K filed November 30, 2006, when the Company was named Fittipaldi Logistics, Inc.
The Company intends that the Special Committee, once formed, will evaluate the matters described in the Officer’s Certificate and in the supplemental statements, and the other Series D matters described above. The Company will file a report under Item 4.02 of Form 8-K if the Board of Directors, a committee of the Board, or an officer authorized to do so concludes that previously issued financial statements should no longer be relied upon.
Rescission of proposed reverse stock split; corrections of prior reports
No reverse stock split has occurred. The Company has not effected a reverse split of its common stock and has not reduced its authorized common stock:
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authorized common stock remains 3,000,000,000 shares;
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no holder’s shares have been combined, rounded or extinguished;
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no notification under FINRA Rule 6490 was submitted, FINRA has not announced any reverse split, and no new CUSIP number has been assigned;
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the Company’s transfer agent has not processed any combination; and
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the conversion terms of the Company’s preferred stock have not been adjusted for any reverse split.
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The proposal and its rescission. In September 2026, Mr. Taylor prepared a proposal for a 1-for-1,500 reverse split of the common stock and a reduction of the authorized common stock from 3,000,000,000 to 2,000,000 shares (together, the “Proposed Reverse Split”). Its rounding convention would have extinguished, without payment, every shareholder holding of fewer than 750 shares, which would have eliminated the holdings of about 489 of the Company’s 553 registered holders. The proposal was presented to the Board on September 10, 2026, when the Board consisted of Mr. Taylor and Mr. Lucky. The Company’s records include a written consent dated September 10, 2026, signed only by Mr. Taylor, and minutes of a Board meeting on that date, attested only by Mr. Taylor.
On October 28, 2026, the Board, now consisting of Mr. Lucky as sole director, rescinded any approval of the Proposed Reverse Split, whether given by written consent or at a meeting, and directed that it not be effected. The Board took this action for four reasons:
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the rounding convention would have extinguished small holdings without payment;
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the reduction in authorized common stock would have been made before the Company had confirmed that the remaining shares would cover its conversion and other obligations;
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questions about the Company’s capitalization remain under review and should be resolved before any change to its capital structure; and
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the conditions that the proposed resolutions themselves set for filing the Articles of Amendment, including submission of a FINRA notification, were not met.
Any future reverse split will be considered by the Board, including the independent directors the Company intends to elect, on terms that will be disclosed when adopted.
Articles of Amendment. Articles of Amendment to effect the Proposed Reverse Split, signed by Mr. Taylor, were sent by mail to the Florida Department of State in September 2026. By their terms, they would have become effective only upon FINRA’s announcement of the reverse split, which never occurred. As of the date of this report, they have not been filed of record by the Department of State. On October 29, 2026, the Company asked the Department in writing to return them unfiled. Because the conditions to their effectiveness will not be met, they will not become effective.
Correction of prior disclosures.
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Current Report dated September 11, 2026. The Company's Current Report on Form 8-K filed September 11, 2026 (Items 3.03, 5.03 and 9.01) stated that the Articles of Amendment were filed with the Florida Department of State on September 11, 2026. It also stated that the reverse split had become effective, including that each 1,500 shares "were combined" into one share, that 846,540 post-split shares were outstanding, and that 489 registered holders were "reduced to zero." Those statements were incorrect, as described above. That report also included pages labeled as a draft and an uncompleted placeholder for a CUSIP number. It should not be relied upon.
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Current Report dated September 21, 2026. The Company’s Current Report on Form 8-K filed September 21, 2026 referred to “the Company’s September 2026 reverse split and authorized-share reduction.” No reverse split or reduction of authorized common stock has occurred, as described above, and that reference should not be relied upon.
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2026 Form 10-K. The 2026 Form 10-K stated, in its risk factors, in Item 5 and in Note 16 to the consolidated financial statements, that the Board approved the reverse split on September 11, 2026. Note 16 also stated that the reverse split had not been effected, which was correct. The proposal was presented on September 10, 2026, and any approval has since been rescinded. The Proposed Reverse Split did not affect any amount in the Company’s financial statements. The Company will reflect this correction in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
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Series G Governing Preferred Stock
On September 11, 2026, the Board, then consisting of Mr. Taylor and Mr. Lucky, determined by unanimous written consent that no shares of the Company’s Series G Governing Preferred Stock had ever been issued. It approved Articles of Amendment under Section 607.1002(5) of the Florida Business Corporation Act deleting the Series G certificate of designation and returning its 100 shares to the status of undesignated preferred stock. The same day, the Company filed Amendment No. 1 on Form 8-K/A to its Current Report filed April 16, 2026, correcting that report’s statement that Series G shares had been issued. The amendment stated that the deletion “is reported on a separate Current Report on Form 8-K dated September 11, 2026.” No report of the deletion was filed. The Company’s Current Report on Form 8-K filed September 11, 2026 concerns only the Proposed Reverse Split. The exhibit index of the 2026 Form 10-K likewise refers to that report for the Articles of Amendment.
The Articles of Amendment deleting the Series G designation were sent by mail to the Florida Department of State in September 2026. As of the date of this report, they have not been filed of record. The 2026 Form 10-K stated that they were filed on September 11, 2026. That statement was incorrect. The Articles of Amendment will become effective when the Department of State files them, and the Company will report their filing. The Company will reflect this correction in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
No shares of Series G Governing Preferred Stock have been issued, and the deletion does not affect any amount in the Company’s financial statements.