Visium Technologies, Inc. (VISM)

Visium Technologies, Inc. is a technology company focused on the development, commercialization, and delivery of artificial intelligence, cybersecurity, data intelligence, analytics, and automation solutions, together with related information technology infrastructure and professional services. The Company's technology portfolio is designed to address the increasing volume, complexity, and interconnected nature of data generated by modern enterprises, IT environments, operational technology systems, physical security infrastructure, and other connected environments. The Company is pursuing a technology-focused business model in which proprietary software platforms and applications are complemented by strategic technology partnerships, third-party integrations, software licensing, recurring subscription models, and professional services. The Company did not generate any revenue from TruContext™ or any other product or service during the fiscal years ended June 30, 2026 or 2025.

Visium's principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that combines data ingestion, graph-based analytics, visualization, threat intelligence, threat hunting, forensic analysis, root cause analysis, data modeling, and automation. The platform is commercially available and is being marketed through direct and partner-led channels. A central capability of TruContext™ is its ability to provide visualization and analysis of highly connected data, incorporating a graph-oriented approach intended to facilitate the identification and examination of relationships among interconnected entities. TruContext™ also incorporates a user interface designed to allow analysts to combine, layer, filter, and query data without requiring extensive programming or specialized database expertise. The Company owns the TruContext™ platform outright through its wholly-owned subsidiary, Visium Analytics, LLC. The Company's prior license agreements with The MITRE Corporation and George Mason Research Foundation, Inc. are no longer in force.

In addition to TruContext™, the Company's broader technology portfolio includes TruClaw™, a governance and risk management solution designed to address emerging risks associated with agentic AI and autonomous AI systems; Tru-Insight™, an AI-driven video and visual intelligence solution designed to transform camera and video networks into sources of actionable intelligence; and ELI™, an intelligent video surveillance and analytics solution. These technologies are being developed and positioned as components of the Company's broader Visium Analytics strategy. The Company's strategy is focused on four principal areas: developing and commercializing proprietary AI and cybersecurity technologies; building an integrated technology portfolio; establishing strategic technology and channel partnerships; and providing professional services and technical expertise.

The Company has entered into a contract with Cybastion, dated November 30, 2023, under which Visium is to provide data center architecture and design services and a comprehensive security stack incorporating the TruContext™ platform for projects in Côte d'Ivoire and Benin. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract. The Company's business strategy includes providing data center design services in emerging markets, including Côte d'Ivoire and Benin in West Africa.

In April 2026, the Company completed a series of debt-reduction and capital-structure transactions, including the issuance of 1,444,859 shares of Series D Convertible Preferred Stock in exchange for $1,014,000 of promissory-note principal, $67,500 of convertible-note principal, and $363,359 of amounts due to an officer and two former directors. Related accrued interest of $279,230 was separately forgiven and was not consideration for the Series D shares. The Company also issued 40,000,000 shares of common stock in settlement of $2,834,819 of accrued compensation and related obligations. On June 8, 2026, the Company and ConnexUS AI Inc. entered into a Mutual Release, Settlement and Termination Agreement terminating the previously announced non-binding letter of intent and related agreements contemplating the acquisition of ConnexUS AI Inc., and the Company recognized a charge of $199,115 representing amounts advanced in connection with the terminated transaction. In August 2026, the Company sold 120,000,000 shares of common stock to PT Smart Green Technologies at $0.0009 per share for proceeds of $108,000. On September 11, 2026, the Board approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of authorized common stock to 2,000,000 shares, which approval is outstanding and pending effectiveness and has not been executed.

For the year ended June 30, 2026, selling, general and administrative expenses were $1,364,165 as compared to $1,649,817 for the year ended June 30, 2025, a decrease of $285,652 or approximately 17.3%. Interest expense increased to $765,013 during fiscal 2026 from $463,424 in fiscal 2025. During the year ended June 30, 2026, the Company recorded a gain on extinguishment of debt of $2,923,004. Net income for the year ended June 30, 2026 was $856,102, compared to a net loss of $1,341,979 for the year ended June 30, 2025. Without the gain on extinguishment of debt, the Company would have reported a net loss of $2,059,370 for the year ended June 30, 2026. At June 30, 2026, the Company had cash of $22,212 and total current assets of $30,252, compared with current liabilities of $1,981,544, resulting in a working capital deficit of $1,951,292, and used $913,888 of cash in operating activities during the year ended June 30, 2026.

Management estimates that the Company requires approximately $50,000 to $70,000 per month to maintain its status as a reporting company and to fund minimal operations, consisting primarily of salaries, which have been only partially paid with the balance accrued, and professional services including audit, legal, transfer agent, EDGAR and XBRL services, and dues and subscriptions. This estimate assumes the continued partial deferral of salaries; if salaries under the Company's executive employment agreements were paid in full, the Company's monthly cash requirements would be substantially higher. As of the date of the Annual Report, the Company has no committed financing sources, and continued operations are dependent upon the Company's ability to raise additional equity or debt capital on acceptable terms.

The Company's growth strategy is centered on building a portfolio of complementary AI and cybersecurity technologies that can be commercialized independently and, where appropriate, integrated to provide broader enterprise capabilities, with the objective of enabling customers to move from fragmented and siloed technology environments toward more connected, contextualized, and actionable intelligence. The strategy is focused on four principal areas: developing and commercializing proprietary AI and cybersecurity technologies; building an integrated technology portfolio; establishing strategic technology and channel partnerships; and providing professional services and technical expertise. The Company's technology portfolio, including TruContext™, TruClaw™, Tru-Insight™, and ELI™, is being developed and positioned as components of the Company's broader Visium Analytics strategy.

The Company's business strategy includes providing data center design services in emerging markets, including Côte d'Ivoire and Benin in West Africa under its contract with Cybastion, and may involve expanding or developing its business in other emerging market regions. Under the Cybastion contract, dated November 30, 2023, Visium is to provide data center architecture and design services and a comprehensive security stack incorporating the TruContext™ platform for projects in Côte d'Ivoire and Benin. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.

Management expects that near-term capital raises will be effected primarily through the issuance of equity or equity-linked securities, which would further increase the potential common-share count. The Company's primary sources of liquidity are financing activities such as the issuance of notes payable and convertible notes payable, and in the past the Company has mostly relied on debt and equity financing to provide for its operating needs. Management's plans to address going-concern conditions include the continued issuance of equity and debt securities, and management plans may continue to provide for its capital requirements by issuing additional equity securities and debt.

The Company's remediation plan to address material weaknesses in internal control over financial reporting includes adopting and implementing formal written policies and procedures covering key financial reporting processes by December 31, 2026; engaging an independent accounting consultant or part-time controller to establish segregation of duties by March 31, 2027; formally documenting financial reporting objectives and conducting a fraud-risk assessment commencing with the quarter ending December 31, 2026 and continuing quarterly thereafter; and having the Board of Directors review the status of the remediation plan at each regularly scheduled Board meeting with a written progress report from management at least quarterly until the material weaknesses are fully remediated. There can be no assurance that the remediation plan will be completed on the contemplated timeline, that the measures will fully remediate the existing material weaknesses, or that additional material weaknesses will not be identified in the future.

The Company intends to appoint one or more additional directors satisfying applicable independence standards as soon as practicable, in light of the Company's size, financial resources, and the availability of qualified candidates willing to serve, and to reconstitute the Audit Committee with independent members and designate an audit committee financial expert, if appropriate, at that time. There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.

The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. The conditions described raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date of issuance of the financial statements. The outcome of these matters cannot be predicted at this time, and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.

Management's message to shareholders is dominated by the Company's transition to a technology-focused business model centered on its proprietary AI and cybersecurity platforms, most notably TruContext™, while simultaneously executing a series of debt-reduction and capital-structure transactions that transformed the balance sheet during fiscal 2026. In April 2026, Paul R. Taylor was named Chairman and CEO, with Mark Lucky, who had served as Chairman and CEO since February 2018, continuing as CFO. Management emphasizes four strategic priorities: developing and commercializing proprietary AI and cybersecurity technologies; building an integrated technology portfolio; establishing strategic technology and channel partnerships; and providing professional services and technical expertise. The Company's forward-looking posture is conditioned on its ability to raise capital, with management estimating that the Company requires approximately $50,000 to $70,000 per month to maintain its status as a reporting company and to fund minimal operations, and stating that as of the date of the Annual Report the Company has no committed financing sources. Management's plans to address going-concern conditions include the continued issuance of equity and debt securities, and management expects that near-term capital raises will be effected primarily through the issuance of equity or equity-linked securities. The Company also disclosed that it expects to recognize an estimated gain on extinguishment of debt of approximately $91,636 in the quarter ending September 30, 2026 in connection with the September 21, 2026 exchange of four convertible notes for 35,000 shares of Series D Convertible Preferred Stock, an estimate subject to the same valuation uncertainty as the April 2026 exchange. Management's tone is candid about the Company's dependence on external financing and the non-recurring nature of fiscal 2026's reported net income of $856,102, which was driven by a $2,923,004 gain on extinguishment of debt rather than by operations.

For the year ended June 30, 2026, the Company reported net income of $856,102 , compared to a net loss of $1,341,979 for the year ended June 30, 2025, a swing driven almost entirely by a $2,923,004 gain on extinguishment of debt recognized in fiscal 2026, versus a $725,059 gain on extinguishment in the prior year. Without the fiscal 2026 gain, the Company would have reported a net loss of $2,059,370 . Selling, general and administrative expenses were $1,364,165 in fiscal 2026, down $285,652 or approximately 17.3% from $1,649,817 in fiscal 2025, with the decrease primarily due to lower salaries of $66,704 , lower legal and professional fees of $150,108 , lower stock-based consulting expense of $50,110 , and lower accounting expense of $12,016 , partially offset by higher consulting fees of $5,000 ¹⁴ and higher stock-based compensation of $18,000 ¹⁵. Interest expense rose to $765,013 ¹⁶ in fiscal 2026 from $463,424 ¹⁷ in fiscal 2025, primarily due to interest on delinquent notes and convertible notes payable and amortization of debt discount. The Company recorded a loss of $199,115 ¹⁸ on the terminated ConnexUS AI strategic acquisition initiative and a loss of $10,000 ¹⁹ on the write-off of an advance paid in connection with a proposed financing that did not close. The Company also recognized a gain on change in fair value of derivative liabilities of $271,391 ²⁰ in fiscal 2026, compared with $33,761 ²¹ in fiscal 2025, and recorded no interest income in fiscal 2026 versus $12,767 ²² in fiscal 2025. On the balance sheet, cash stood at $22,212 ²³ at June 30, 2026 versus $60,144 ²⁴ at June 30, 2025, total current assets were $30,252 ²⁵ against current liabilities of $1,981,544 ²⁶, producing a working capital deficit of $1,951,292 ²⁷, and net cash used in operating activities was $913,888 ²⁸ in fiscal 2026 versus $411,177 ²⁹ in fiscal 2025. Net cash provided by financing activities was $875,956 ³⁰ in fiscal 2026 versus $462,865 ³¹ in fiscal 2025, and cash decreased by $37,932 ³² in fiscal 2026 versus an increase of $51,688 ³³ in fiscal 2025. Promissory notes payable had a face amount of $144,600 ³⁴ ($122,589 ³⁵ net of $22,011 ³⁶ of unamortized discount) at June 30, 2026 versus $991,567 ³⁷ at June 30, 2025, while convertible notes payable were $108,009 ³⁸ at June 30, 2026 versus $183,873 ³⁹ at June 30, 2025, with accrued interest on promissory notes and convertible notes of $16,438 ⁴⁰ and $108,678 ⁴¹, respectively, at June 30, 2026.

The most material risks to Visium are existential and balance-sheet driven. Management and the independent auditors have raised substantial doubt about the Company's ability to continue as a going concern, given net cash used in operating activities of $913,888 ¹ and a working capital deficit of $1,951,292 ² for the year ended June 30, 2026, with no committed sources of financing as of the date of the Annual Report. A substantial portion of fiscal 2026 results depended on non-recurring gains: the Company recognized an aggregate gain on extinguishment of debt of $2,923,004 ³, without which it would have reported a net loss of $2,059,370 ⁴ rather than net income of $856,102 ⁵, and management does not expect to recognize gains of this magnitude in future periods. The Company has not filed federal or state corporate income tax returns for any fiscal year beginning with the fiscal year ended June 30, 2008, which may result in penalties and interest, potential disallowance or limitation of net operating loss carryforwards, and examination by taxing authorities for all open years, and the $2,923,004 ⁶ gain on extinguishment of debt may constitute cancellation-of-indebtedness income that would reduce net operating loss carryforwards. Voting control is highly concentrated: PT Smart Green Technologies, an Indonesian company controlled by Dr. Niclas Adler, beneficially owned 620,000,000 ⁷ shares of common stock (approximately 48.8% ⁸) and three of the four outstanding Series AA Convertible Preferred Stock shares, controlling approximately 62.2% ⁹ of total voting power, and no filing has been made with CFIUS with respect to its investments. The Series D Convertible Preferred Stock, with 1,479,859 ¹⁰ shares outstanding as of October 13, 2026 convertible at a fixed price of $0.05 ¹¹ per share, could result in the issuance of approximately 29,597,180 ¹² shares of common stock before accrued dividends, and any future issuance below $0.05 ¹³ per share will reduce the conversion price and increase dilution. The Company has identified material weaknesses in internal control over financial reporting, including the absence of independent directors and an independent audit committee, inadequate segregation of duties, and deficiencies in controls over the review of reported equity issuances, and its Chief Financial Officer is also a related party to several of the transactions the reports describe.