What changed in this filing

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Item 1. Business

2026-10-13 compared with 2025-10-07 · 54 added, 101 removed, 4 unchanged (97% of the section changed)

Visium Technologies, Inc.

(“Visium”) was incorporated in Nevada as Jaguar Investments, Inc.

during October 1987.

During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business.

During May 2003, the Company changed its name to Power2Ship, Inc.

During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc.

effective November 2006.

During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc.

effective December 2007.

In March 2018, the Company brought in a new management team and changed its name to Visium Technologies, Inc.

Visium is a provider of IT infrastructure professional services including network engineering, system engineering, converged infrastructure deployment, software development, Artificial Intelligence application development, and cybersecurity services.

The Company provides a comprehensive suite of cybersecurity and AI solutions.

Visium’s proprietary cyber security visualization, big data analytics and automation platform operates in the traditional cyber security space, as well as in the Internet of Things and data analytics spaces.

In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management.

CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, using graph database technology.

The development of the technology was sponsored by the US Army and is currently in use by U.S.

Army Cyber Command.

CyGraph provides advanced analytics for cybersecurity situational awareness that is scalable, flexible and comprehensive.

Visium has completed significant proprietary product development efforts to commercialize CyGraph, which the Company has rebranded as TruContext TM .

TruContext™ is a sophisticated tool for cyber warfare analytics, visualization, and knowledge management.

It is built as a highly scalable big data analytics tool, specifically leveraging graph database technology.

The platform provides advanced analytics for cybersecurity situational awareness, emphasizing scalability, flexibility, and comprehensiveness.

It excels at the real-time ingestion and visualization of massive amounts of data, thereby simplifying the analytical effort for cybersecurity professionals.

A core strength of TruContext™ lies in its ability to analyze highly connected data in real-time from any source, making connections between disparate data points.

This capability is further enhanced by a no-code user interface that allows analysts to combine, layer, filter, and query data in ways that traditional analytics platforms often cannot.

The "graph database technology" for analyzing "highly connected data" represents a critical technological advantage for the Company's AI capabilities.

In cybersecurity, understanding the complex, multi-dimensional relationships between users, devices, IP addresses, threats, and events is paramount.

Traditional relational databases often struggle with these intricate connections, requiring computationally intensive operations.

Graph databases, however, are purpose-built for modeling and querying such relationships efficiently.

This allows TruContext™ to uncover deeper, more intuitive insights and causal relationships that might be overlooked by competing solutions.

This technological choice underpins the platform's advanced analytical capabilities, enabling it to provide a comprehensive contextual understanding of data that addresses the problem of siloed information and offers a superior AI-driven analytical capability.

TruContext TM would typically be deployed by an enterprise and be used by the security analyst to intuitively understand the massive amount of data flowing through the network environment, giving the analyst actionable information in real-time to ensure that the network is protected from threats.

The analyst will understand the relationships of the assets in the data center, the communication patterns, and cybersecurity exposures, in real-time.

The Company is entering the digital transformation and data center design and construction market after it landed a contract in November, 2023 valued at over $20 million from its partner, Cybastion Institute of Technology.

The contract is to oversee the design and construction of data centers in the Republic of Côte d’Ivoire and the Republic of Benin.

Visium is tasked with creating data centers that meet specific requirements and standards, ensuring optimal performance and reliability.

The scope of work includes data center architecture and design, power civil engineering, controls and distribution systems, rack layouts, network topology, vendor high availability, and a comprehensive security stack solution which will include Visium’s proprietary TruContext TM cybersecurity platform.

As of October 6, 2025 no activity has occurred pursuant to this contract.

The AI-driven TruContext TM platform provides visualization, advanced cyber monitoring intelligence, threat hunting, forensic and root cause analysis, data modeling, analytics, and automation to help reduce risk, simplify security, and deliver better security outcomes.

Our mission is to help people see and understand data, empowering decision-makers to make more informed and more timely decisions.

Our solutions put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems, and create value.

Our products dramatically reduce the complexity and expense associated with traditional business intelligence applications.

Our software allows people to access information, perform analysis, and share results without assistance from technical specialists.

By putting powerful analytical technology directly into the hands of people who make decisions with data, we accelerate the pace of informed and intelligent decision-making.

Our TruContext TM platform enables our customers to reduce or streamline their siloed and layered security products, simplifying operations while providing a comprehensive solution.

Our solution automates certain previously manual tasks, freeing up personnel to focus on their most important objectives.

TruContext TM can be deployed in a broad range of use cases such as cyber security threat intelligence and forensics, IT/OT critical infrastructure security, supply chain analytics, anti-fraud, law enforcement, compliance, and health care.

For example, a breach of your network might go undetected for months, as was the case with the Solar Winds hack that occurred in 2019-2020.

In that case the hackers went undetected for 14 months.

A Solar Winds type breach may not be preventable, but with TruContext TM analyzing streaming network data in real-time, this hack would almost certainly have been identified and remediated very quickly by the affected enterprise.

TruContext TM is a very effective tool for proactively and iteratively searching through networks to detect and isolate advanced threats that evade existing security solutions.

Should a breach occur, TruContext TM can quickly perform forensics and root cause analysis, identifying when an incident occurred, how it occurred, and the downstream effects of the incident to the network.

One of the top challenges faced by Security practitioners is to keep up with the increase in new cyber-attacks while investigating and remediating existing threats.

Time is of the essence while investigating potential threats and determining the scope and root-cause of a potential reach.

Shortage of resources and experienced personnel continues to limit the ability of companies to conduct thorough investigations.

Root cause analysis and forensics are key to intelligently securing the network.

TruContext TM directly addresses these challenges by:

Providing real-time comprehensive visualized information on security events, that

allow the cyber warrior to immediately pinpoint the root cause of the breach;

know with certainty the priority and required remediation.

The real-time ingestion of and visualization of massive amounts of data simplifies the cyber effort, allowing the cyber analyst to intuitively understand the security posture of the organization at a glance.

Using TruContext TM makes the cyber analyst significantly more productive by eliminating false positives and prioritizing threat events.

TruContext TM ingests cyber data from any source , making the data generated by other cyber tools easily understood and actionable.

TruContext TM give the security analyst the ability to combine, layer, filter, and query data with a no-code user interface in a way that no other analytics platform can do.

There are some sophisticated and powerful cybersecurity tools currently available, but they all lack one thing – providing a comprehensive contextualized understanding of the data.

Analysts have too many tools that don’t communicate, creating silos of data/information.

TruContext TM brings all the information for a comprehensive visualization.

On average, according to CrowdStrike, the time from breach to harm caused by threat actors is 98 minutes making the ability to:

Identify malicious hacks in real time;

Perform threat hunting critically important for the security analyst.

Using the MITRE ATT&CK framework, along with other open source intelligence information, TruContext TM can hunt threats beyond the physical network boundary so that the analyst fully understands his security posture in real time.

TruContext TM leverages MITRE’s ATT&CK ® framework, which is a globally-accessible knowledge base of adversary tactics and techniques based on real-world observations.

The ATT&CK knowledge base is used as a foundation for the development of specific threat models and methodologies in the private sector, in government, and in the cybersecurity product and service community.

A use case example for TruContext TM would be in the event sensitive data is being exfiltrated from your network to an external IP address.

TruContext TM has the capability to identify this activity and provide alerts that would allow the cyber analyst to quickly remediate the problem.

Another example of how TruContext TM can be used by law enforcement in the context of police investigations.

TruContext TM can analyze highly connected data in real time from any source and make connections which help police solve crime.

Connections are quickly made between persons, objects, locations, and events (the POLE model), generating insights into patterns of behaviors and incidents.

Using real-time data with TruContext TM helps investigators be proactive and prevent crime or other incidents, rather than only reacting after an incident has occurred.

Visium currently plans to generate revenue in three (3) primary ways:

through a virtual appliance model , primarily targeted to the Federal government, charging an annual seat license, with the seat license fee increasing based on the size of the network environment ;

through a SaaS model , charging a recurring monthly license fee for TruContext TM based on the size of the network environment and the number of TruContext TM Identifiers (nodes);

through professional services to support and deliver IT infrastructure and cybersecurity solutions and services to its customers delivered through a service contract for implementation and data science services.

Partnership Ecosystem

We work with a number of technology alliance partners to design go-to-market strategies that combine our platform with products or services provided by our technology alliance partners.

These partner integrations deliver more secure solutions and an improved end user experience to their customers.

Our technology alliance partnerships focus on security analytics, network and infrastructure security, threat platforms and orchestration, and automation.

Visium heavily relies on our technology and infrastructure to provide our products and services to our customers.

For example, we host many of our products using third-party data center facilities, and we do not control the operation of these facilities.

In addition, we rely on certain technology that we license from third parties, including third-party commercial software and open-source software, which is used with certain of our solutions.

The markets for our solutions are highly competitive, and we expect both the requirements and pricing competition to increase, particularly given the increasingly sophisticated attacks, changing customer preferences and requirements, current economic pressures, and market consolidation.

Competitive pressures in these markets may result in price reductions, reduced margins, loss of market share and inability to gain market share, and a decline in sales, any one of which could seriously impact our business, financial condition, results of operations, and cash flows.

We may face competition due to changes in the manner that organizations utilize IT assets and the security solutions applied to them, such as the provision of privileged account security functionalities as part of public cloud providers’ infrastructure offerings, or cloud-based identity management solutions.

Limited IT budgets may also result in competition with providers of other advanced threat protection solutions such as McAfee, LLC, Palo Alto Networks, Splunk Inc., and Dynatrace.

We also may compete, to a certain extent, with vendors that offer products or services in adjacent or complementary markets to privileged access management, including identity management vendors and cloud platform providers such as Okta and Tableau.

At October 6, 2025, we had 5 full time employees.

Our principal offices are located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033.

(“Visium,” the “Company,” “we,” “us,” or “our”) is a technology company focused on the development, commercialization, and delivery of artificial intelligence (“AI”), cybersecurity, data intelligence, analytics, and automation solutions, together with related information technology (“IT”) infrastructure and professional services.

Our strategy is centered on developing and commercializing technology platforms that enable organizations to collect, integrate, visualize, analyze, and act upon complex data in real time.

Visium’s technology portfolio is designed to address the increasing volume, complexity, and interconnected nature of data generated by modern enterprises, IT environments, operational technology (“OT”) systems, physical security infrastructure, and other connected environments.

Our solutions are intended to help organizations improve situational awareness, identify relationships and patterns within large and disparate data sets, enhance cybersecurity operations, automate selected processes, and support more informed and timely decision-making.

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.

Our 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.

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.

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.

Our Strategic Direction

Visium is focused on building a portfolio of complementary AI and cybersecurity technologies that can be commercialized independently and, where appropriate, integrated to provide broader enterprise capabilities.

Our objective is to enable customers to move from fragmented and siloed technology environments toward more connected, contextualized, and actionable intelligence.

Our 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 (4) providing professional services and technical expertise.

TruContext™ is the Company’s principal cybersecurity and data intelligence platform.

The platform is designed to provide organizations with a contextualized view of complex and highly interconnected data generated across cybersecurity, IT, OT, network, infrastructure, and other enterprise environments.

TruContext™ is designed to ingest and correlate data from multiple sources and to represent relationships among data elements through graph-based data modeling and analytics.

A central capability of TruContext™ is its ability to provide visualization and analysis of highly connected data.

The platform incorporates a graph-oriented approach to data analysis that is 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.

The Company has also 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.

Employees and Facilities

At October 13, 2026, we had two full-time employees.

Our principal office is located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033.

We currently operate in a virtual office arrangement.

Our telephone number is (703) 273-0383.

Our common stock is quoted on the OTC ID Market under the symbol “VISM”.

The last reported sales price of our common stock on the OTC ID on October 3, 2025, was $0.0075.

Our common stock is quoted on the OTCID Quotation System under the symbol “VISM”.

The last reported sales price of our common stock on the OTC ID Quotation System (“OTCID”) on October 9, 2026, was $0.0007.

Available Information

We file annual, quarterly and current reports and other information with the SEC.

The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our website address is www.visiumtechnologies.com.

Information on, or accessible through, our website is not incorporated by reference into this Annual Report.

Recent Developments

On July 1, 2025 Visium began trading on the new Over-the-Counter Identification (“OTCID”) exchange.

The OTCID is meant to replace the “Pink Current” tier, and is intended to establish baseline requirements for companies, including the submission of current information disclosures and management certifications.

OTC Markets will still maintain the Pink Limited and Expert Market tiers for companies that do not meet the OTCID criteria.

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.

The Company recognized a charge of $199,115 representing amounts advanced in connection with the terminated transaction.

No ownership interest in ConnexUS AI or its intellectual property was retained.

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.

Subsequent to year-end, on September 21, 2026, the Company issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable (see Note 16 – Subsequent Events).

In August 2026, the Company sold 120,000,000 shares of common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, at $0.0009 per share for proceeds of $108,000.

Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the outstanding common stock) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 16 – Subsequent Events and Item 12).

On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued;

no such shares were ever issued.

On the same date, the Company filed Articles of Amendment deleting the Series G Governing Preferred Stock designation in its entirety (see Note 7 and Note 16).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business