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Visium Technologies VISM

Visium Technologies reports director departure and interim CEO appointment

Item 5.02 Executive or director change, Item 8.01 Other events

Form
8-K
Filed
Importance
Major
  1. Paul R. Taylor resigned as Chairman, CEO, and director on October 26, 2026.
  2. Mark B. Lucky became interim CEO after Taylor's resignation.
  3. The company plans to form a Special Committee of independent directors.
  4. Taylor disagreed with the company on financial statement evaluations.

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The filing includes details about the resignation of Paul R.
  2. Taylor's resignation was unconditional and did not involve any committee roles.
  3. The original and corrected letters, along with the notice, are included as exhibits.
  4. Taylor cited a disagreement with the Company over financial statement evaluations and operational policies.
  5. The certificate questioned the validity of Series A and Series B preferred stock and a $725,059 debt extinguishment gain.
  6. It proposed restating 2025 and 2026 financials with no impact on total assets or cash flows.
  7. The Company's Board and CFO have not endorsed the certificate's conclusions.
  8. The CFO disagrees, stating the issues do not affect total assets, stockholders' deficit, or cash flows.
  9. The filing does not confirm any prior financial statements are unreliable.

9 of 9 claims matched the filing text.

From the filing

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; App

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a), (b) Resignation of Paul R. Taylor1

On October 26, 2026, Paul R. Taylor delivered to Visium Technologies, Inc. (the "Company"), by electronic mail received at 9:38 a.m. Eastern Time, a letter dated October 26, 2026. In it he resigned as Chairman of the Board, Chief Executive Officer and a director, and from every other office and position he held with the Company. The letter stated that the resignation was unconditional2 and effective immediately upon delivery. Mr. Taylor had served in those positions since April 27, 2026. Mr. Taylor did not serve on any committee of the Board2.

On October 27, 2026, Mr. Taylor delivered a Notice of Correction (Revised) (the "Notice of Correction") and a corrected letter of resignation. They change several dates in the documents he delivered on October 26, 2026. The Notice of Correction states that the corrections "change the dates only" and do not change any conclusion, any determination or the time at which his resignation took effect. The original letter, the corrected letter and the Notice of Correction are filed as Exhibits 17.1, 17.2 and 17.33.

Mr. Taylor's letter states that he resigned because of a disagreement with the Company on matters relating to its operations, policies and practices4. As described in his letter, the disagreement concerns the Company's evaluation of certain previously issued financial statements and related matters:

·

On October 23 and 24, 2026, Mr. Taylor delivered to Mark B. Lucky, the Company's Chief Financial Officer and its only other director, a proposed joint determination on eight accounting and capitalization matters. He asked Mr. Lucky to state by 5:00 p.m. Eastern Time on Sunday, October 25, 2026 whether he concurred.

·

On October 26, 2026, Mr. Taylor executed the officer's certificate described in Item 8.01 and delivered it to the Company'

Item 8.01 Other Events.

Item 8.01 Other Events.

Officer's certificate delivered by the former Chief Executive Officer

On October 26, 2026, Mr. Taylor, then the Company's Chairman of the Board and Chief Executive Officer, executed and delivered to Fruci an officer's certificate (the "Officer's Certificate"). It concluded that the Company's audited financial statements for the fiscal years ended June 30, 2016 through June 30, 2026, and its unaudited interim financial statements for the quarters ended December 31, 2015 through March 31, 2026, should no longer be relied upon. Mr. Taylor resigned the same day, as described in Item 5.02.

As stated in the Officer's Certificate, the conclusion is based on two views:

· that the Company's Series A and Series B Convertible Preferred Stock5, reported as outstanding since the quarter ended December 31, 2015, were not validly issued5, and that their reported stated value was adjusted for reverse stock splits instead of their conversion ratios; and · 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, 20245.

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 flows6. It proposes restating only the financial statements for fiscal 2025 and 2026, with a cumulative adjustment to stockholders' deficit as of July 1, 20246.

The Company has not concluded that any previously issued financial statements should no longer be relied upon9:

·

The Board of Directors did not authorize the Officer's Certificate and has not reached that conclusion7.

·

The Company's Chief Financial Officer does not concur7. His determination addresses the matters identified in the Officer's Certificate.8 8It is that those matters, individually and together, do not change total assets, total stockholders' deficit or cash flows in any period8, or total liabilities,

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