What changed in this filing

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Item 9A. Controls and Procedures

2026-10-13 compared with 2025-10-07 · 1150 added, 523 removed, 617 unchanged (73% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who at June 30, 2025 was also our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based upon that evaluation, our Chief Executive Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

This conclusion reflects the material weaknesses in our internal control over financial reporting described below, including the control deficiency that resulted in our filing a Current Report on Form 8-K on April 16, 2026 that incorrectly reported the issuance of shares of Series G Governing Preferred Stock, which we corrected in a Current Report on Form 8-K/A filed September 11, 2026, and the control deficiency that resulted in our failure to file Current Reports on Form 8-K for the employment agreements with our Chief Financial Officer and our Chief Executive Officer (see Item 9B).

Management Report on Internal Control over Financial Reporting

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Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026.

In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.

In making this assessment, our management used criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

During our assessment of the design and the effectiveness of internal control over financial reporting as of June 30, 2026, management identified the following material weaknesses:

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There is no formal documentation in which management specified financial reporting objectives to enable the identification of risks, including fraud risks;

Our Board of Directors consists of three members, however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.

A material weakness is “a significant deficiency, or a combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner.” A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

We intend to gradually improve our internal control over financial reporting to the extent that we can allocate resources to such improvements.

We intend to prioritize the design of our internal control over financial reporting starting with our control environment and risk assessments and ending with control activities, information and communication activities, and monitoring activities.

Although we believe the time to adapt in the next year will help position us to provide improved internal control functions into the future, in the interim, these changes caused control deficiencies, which in the aggregate resulted in a material weakness.

Due to the existence of these material weaknesses, our management, including our Chief Executive Officer, concluded that our internal control over financial reporting was not effective as of June 30, 2025.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit smaller reporting companies to provide only the management’s report in this annual report.

We do not have any independent directors or an independent audit committee to provide oversight of our financial reporting, our related-party transactions, and our internal control over financial reporting, and the officers who prepare our financial statements also constitute our Audit Committee;

Our controls over the review of disclosures in our Exchange Act reports were not designed to verify reported equity issuances against the Company’s stock ledger and minute book, as evidenced by the incorrect statement regarding Series G Governing Preferred Stock in our Current Report on Form 8-K filed April 16, 2026, which was corrected by a Form 8-K/A filed September 11, 2026;

Our controls over the identification and reporting of compensatory arrangements with our executive officers were not designed to ensure that such arrangements are reported on Form 8-K within the required time periods, as evidenced by our failure to file Current Reports on Form 8-K under Item 5.02(e) of Form 8-K for the March 28, 2026 Executive Employment Agreement with our Chief Financial Officer and the April 13, 2026 Chairman and Chief Executive Officer Agreement with our Chief Executive Officer (see Item 9B);

Our Board of Directors consists of two members;

however, we lack the resources and personnel to implement proper segregation of duties or other risk mitigation systems.

Because of these material weaknesses, management concluded that our internal control over financial reporting was not effective as of June 30, 2026, based on the criteria referenced above.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting;

management’s report was not subject to attestation pursuant to rules of the SEC that permit smaller reporting companies that are non-accelerated filers to provide only management’s report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A significant deficiency is a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

Remediation Plan

Management has developed and the Board of Directors has approved the following remediation plan to address the material weaknesses in internal control over financial reporting identified as of June 30, 2026:

Formal Written Policies and Procedures By December 31, 2026, management will adopt and implement formal written policies and procedures covering the key financial reporting processes, including the period-end close, journal-entry initiation and approval, related-party transaction identification and review, equity issuance authorization, account reconciliations, and the authorization and documentation of executive compensation arrangements and equity awards.

Segregation of Duties By March 31, 2027, the Company will engage an independent accounting consultant or part-time controller (or equivalent resource) to provide additional personnel capacity and to establish segregation of duties over cash disbursements, account reconciliations, and the financial close process.

Until such engagement is completed, the Chief Financial Officer and Chief Executive Officer will continue to perform complementary reviews of significant transactions and reconciliations.

Fraud Risk Assessment and Financial Reporting Objectives Commencing with the quarter ending December 31, 2026, and continuing on a quarterly basis thereafter, management will formally document the Company’s financial reporting objectives and will conduct and document a fraud-risk assessment.

The results of each assessment will be reviewed with the Board of Directors.

Board Oversight The Board of Directors (through its Audit Committee, and upon its reconstitution with independent members) will review the status of the remediation plan at each regularly scheduled Board meeting and will receive a written progress report from management at least quarterly until the material weaknesses are fully remediated.

Management believes these steps, if successfully implemented, will remediate the material weaknesses described above.

However, 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 effectiveness of the remediation efforts will be assessed and reported in subsequent periodic filings under the Exchange Act.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal quarter ended June 30, 2026, both of our independent directors, who constituted the entire membership of our Audit Committee, resigned effective April 7, 2026, and effective April 27, 2026 our Chairman and Chief Executive Officer changed.

Since those changes, our Audit Committee has consisted solely of our two executive officers, and we no longer have independent oversight of our financial reporting and internal control over financial reporting.

Management considers these changes to have materially affected our internal control over financial reporting.

Other than these changes, there was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Item 5.02(e) of Form 8-K requires a Current Report on Form 8-K to be filed within four business days after a company enters into, or materially amends, a material compensatory plan, contract or arrangement with its principal executive officer, principal financial officer or a named executive officer.

The Company did not file Current Reports on Form 8-K to report (i) the Executive Employment Agreement dated March 28, 2026 between the Company and Mark B.

Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, which the Board of Directors ratified on June 30, 2026, effective as of March 28, 2026 (Exhibit 10.40), or (ii) the Chairman and Chief Executive Officer Agreement dated April 13, 2026 between the Company and Paul R.

Taylor, the Company’s Chairman and Chief Executive Officer, as subsequently amended and restated in its entirety (Exhibit 10.41).

The material terms of these agreements are described in Item 11 – Executive Compensation under the caption “Employment Agreements,” which information is incorporated by reference into this Item 9B, and the agreements are filed as Exhibits 10.40 and 10.41 to this Annual Report.

Other than as described above, there was no information required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal 2026 that was not reported.

During the fiscal quarter ended June 30, 2026, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and principal position of our executive officers and directors as of June 30, 2026:

Chairman of the Board, Chief Executive Office, Chief Financial Officer

Thomas Grbelja (1)(2)

Paul Favata (1)(2)

Chairman of the Board, Chief Executive Officer (1) (2)

Director, Chief Financial Officer (1) (2)

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

Mark Lucky has served as the Company’s Chief Executive Officer, Treasurer, Secretary, and Chairman of the Company’s Board of Directors since February 2019.

Lucky has been a certified public accountant and has more than 15 years of experience serving as a public company chief financial officer.

Taylor, a British citizen, has served as Chairman of the Board of Directors and Chief Executive Officer of Visium Technologies, Inc.

(the “Company”) since April 27, 2026.

Taylor has more than three decades of experience in public-company leadership, strategic turnarounds, capital markets, and shareholder activism, with a focus on technology.

He began his career in London, where he worked in a commodity banking and trading firm, serving as a market maker between government owned Russian sellers and Chinese municipal buyers of specific products.

Following the acquisition of that London firm by Salomon Brothers, Mr.

Taylor relocated to New York to continue his career, shifting from commodities toward Nasdaq and OTC capital markets.

Taylor founded and managed Hyde Park Advisors.

From 2010 through 2019, Mr.

Taylor withdrew from US public-company business to concentrate on alternative investment avenues and real estate-based investments.

Taylor’s extensive background in capital markets, trading, and investment management positions him to lead the Company’s acquisition schedule and ongoing developments.

Mark Lucky currently serves as the Company’s Chief Financial Officer, Treasurer and Secretary since February 2018 and as a director, and served as Chairman of the Board and Chief Executive Officer from February 2018 until April 27, 2026.

Lucky has been a certified public accountant (inactive license in California) and has more than 20 years of experience serving as a public company chief financial officer.

His professional experience includes working with start-ups, development-stage and mature companies in a wide variety of industries.

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Lucky should be serving as a member of our board of directors.

Thomas Grbelja previously served as a director of Realbiz Media Group, Inc.

RBIZ), and served as their Chief Financial Officer from June 19, 2015 to January 2, 2017.

Grbelja has spent over 30 years as a Certified Public Accountant providing a wide variety of professional accounting, tax and financial consulting services to professional service, manufacturing, and construction industry participants.

Since 1990 he has served as the President and a Founding Member of Burke Grbelja & Symeonides, LLC, Certified Public Accountants, an accounting firm based in Rochelle Park, New Jersey.

In addition, between 1983 and 1990, Mr.

Grbelja worked as an accountant at Coopers & Lybrand, where he was responsible for the overall audit engagement, including filings with the SEC, for certain large, publicly traded companies.

He received his undergraduate degree in accounting at Fairleigh Dickinson University and is a Certified Public Accountant.

Based on his business experience the Company believes that Mr.

Grbelja is well-qualified to serve on the Company’s Board of Directors.

Paul Favata is a 29-year Wall Street veteran who began his career on the American Stock Exchange (AMEX), working for two smaller member firms, before moving to the New York Stock Exchange (NYSE).

After five years with one of the largest specialist firms on the floor, Mr.

Favata left the exchange in 1992 to work on the sell-side.

Favata spent the bulk of the 1990’s with a small boutique firm working in both the retail and institutional sales areas.

Favata held the position of Senior Vice President of Finance at a small, privately held consulting firm that advised clients on acquisitions and long-term financing strategies.

Since 2008, Mr.

Favata has held various C-level executive positions including as Chief Financial Officer of a $60 million annual revenue telecom provider having management oversight and responsibility for all financial functions while overseeing all revenues, costs, capital expenditures, investments, and debt.

Most recently, President of a publicly traded company specializing in the acquisition and integration of IT and Cloud Technology service providers and Internet and web technologies.

Favata resides, with his family, in Saint Petersburg, Florida.

We believe that Mr.

Favata’s extensive senior management and operational experience brings valuable knowledge to our board of directors and that these experiences, qualifications, and attributes have led to our conclusion that Mr.

Favata should be serving as a member of our board of directors.

Changes in our Board of Directors and Executive Officers During Fiscal 2026

On April 7, 2026, the Board accepted the resignations of Paul Anthony Favata and Thomas Grbelja from all positions held with the Company, including as independent directors and as members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, effective immediately.

The Board determined that these resignations were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices, and were undertaken as part of a board refresh in connection with the strategic restructuring and acquisition activity described elsewhere in this Annual Report.

The Company had no severance, compensation, or other obligations to Mr.

Favata or Mr.

Grbelja in connection with their resignations.

Effective April 27, 2026, Paul R.

Taylor was appointed Chairman of the Board and Chief Executive Officer, and Cheddi Rai was appointed Chief Operating Officer and Chief Technology Officer of the Company, in each case in connection with the Company’s proposed acquisition of ConnexUS AI Inc.

described in Note 10 to the consolidated financial statements.

Lucky, who had served as Chairman and Chief Executive Officer since February 2018, continued with the Company as Chief Financial Officer, Treasurer and Secretary.

In connection with his appointment and the proposed ConnexUS AI transaction, Mr.

Rai was to receive Series E Convertible Preferred Stock and stock options upon closing of that transaction, as described in a Schedule 13D filed April 28, 2026, and was expected to join the Board upon closing of the transaction.

On June 8, 2026, the Board determined that the proposed ConnexUS AI transaction would not be consummated (see Note 10).

In connection with the termination of that transaction, Mr.

Rai resigned from all officer and other positions with the Company, effective immediately, pursuant to a Mutual Release, Settlement and Termination Agreement.

The Company has no further severance, compensation, or other obligations to Mr.

Rai beyond those expressly set forth in that agreement.

No shares of Series E Convertible Preferred Stock were ever issued to Mr.

Rai or any other person (see Note 7).

Concurrently, the Board confirmed its composition as Mr.

Taylor (Chairman and Chief Executive Officer) and Mr.

Lucky (Chief Financial Officer, Treasurer, Secretary and director).

Committees of the Board of Directors

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Audit Committee.

Favata and Mr.

Grbelja are members of the Audit Committee.

Taylor and Lucky are members of the Audit Committee.

The Audit Committee of our Board of Directors was formed to assist the Board of Directors in fulfilling its oversight responsibilities for the integrity of our consolidated financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent auditors.

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The committee may delegate authority to subcommittees, including the authority to pre-approve all auditing and permitted non-audit services, provided that such decisions are presented to the full committee at its next scheduled meeting.

Each Audit Committee member is required to:

satisfy the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, and all rules and regulations promulgated by the SEC as well as the rules imposed by the stock exchange or other marketplace on which our securities may be listed from time to time, and

meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Each committee member is required to be financially literate and at least one member is to be designated as the “financial expert,” as defined by applicable legislation and regulation.

No committee member is permitted to simultaneously serve on the audit committees of more than two other public companies.

As we expand our Board of Directors with additional independent directors the number of directors serving on the Audit Committee will also increase.

The Audit Committee Charter contemplates that each member will satisfy the independence requirements of Section 10A(m)(3) of the Exchange Act and Rule 10A-3 thereunder, that each member will be financially literate, and that at least one member will qualify as an “audit committee financial expert.” No member of the Audit Committee will serve simultaneously on the audit committees of more than two other public companies.

Taylor nor Mr.

Lucky currently satisfies these independence standards, because each is an executive officer of the Company;

accordingly, no member of the Audit Committee is currently independent, and the Audit Committee does not currently provide independent oversight of management or of the Company's financial reporting process.

See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence and Item 14 – Principal Accountant Fees and Services for further discussion, including the fact that the members of the Audit Committee are the same executive officers responsible for preparing the financial statements the Committee oversees.

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.

The Company has not designated an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, because the Audit Committee currently consists solely of executive officers who are not independent.

There can be no assurance as to when, or whether, the Company will be able to identify and appoint independent directors satisfying these requirements.

A copy of the Audit Committee Charter is available on our website at www.visiumtechnologies.com under “Investor Relations”.

Compensation Committee.

Favata and Mr.

Grbelja are members of the Compensation Committee.

Taylor and Lucky are members of the Compensation Committee.

The Compensation Committee was appointed by the Board to discharge the Board’s responsibilities relating to:

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The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in our proxy statement and assisting in the preparation of certain information to be included in other periodic reports filed with the SEC.

Each Compensation Committee member is required to:

meet the definitions of “non-employee director” for purposes of SEC Rule 16b-3 and “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

The Compensation Committee Charter contemplates that each member will be independent and will qualify as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

Pursuant to our Compensation Committee Charter, the Compensation Committee is charged with evaluating and recommending for approval by the Board of Directors the compensation of our executive officers.

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The Compensation Committee does not delegate these authorities to any other persons, nor does it use the services of any compensation consultants.

Taylor nor Mr.

Lucky currently satisfies the independence standards described above, because each is an executive officer of the Company;

accordingly, no member of the Compensation Committee is currently independent.

As a result, the compensation of the Company's executive officers, including Messrs.

Taylor and Lucky, is currently reviewed and approved by a Compensation Committee composed entirely of the Company's own executive officers rather than by independent directors, which may present an actual or perceived conflict of interest with respect to executive compensation decisions, including the employment agreements described above.

See Item 13 – Certain Relationships and Related Party Transactions, and Director Independence.

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 Compensation Committee with independent members 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.

Compliance with Section 16(a) of the Exchange Act

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We believe that the philosophy and operating style of our management are essential to the establishment of a proper corporate environment for the conduct of our business.

A copy of our Code of Ethics and Business Conduct is incorporated by reference as Exhibit 14.1 to this Annual Report.

Generally, our Code of Ethics and Business Conduct provides guidelines regarding:

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compliance with laws.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by our directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy does not govern purchases or sales of our securities by the Company itself because the Company does not currently engage in repurchases of its securities.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation.

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Summary Compensation Table

Incentive Plan

Non-Qualified

Incentive Plan

Name and Principal Position

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Compensation ($)

Mark Lucky (1)

Chief Executive Officer and Chief Financial Officer

Amounts includes accrued compensation for Mr.

Lucky, of which $ 204,850 was paid in fiscal 2025 and $210,600 was paid in fiscal 2024.

Amount includes company paid health insurance premiums.

Chief Executive Officer

Chief Financial Officer

Consists of a $25,000 reorganization fee paid to Mr.

Taylor on April 2, 2026, before his appointment as Chairman and Chief Executive Officer, for services in connection with the Company’s reorganization.

The fee was recorded as consulting expense in fiscal 2026.

Consists of a $10,000 deal fee paid to Mr.

Lucky on April 2, 2026, which was recorded as consulting expense.

Employment Agreements

Currently no employees of the Company are party to formal employment agreements.

Employees, including executive officers, have received offer letters specifying base salaries, but such letters do not contain additional terms or provisions relating to severance, change in control, or other compensation arrangements.

The Company anticipates entering into employment agreements with certain key executives as it completes strategic transactions.

On March 28, 2026, the Company entered into an Executive Employment Agreement with Mark B.

Lucky, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (the “Lucky Agreement”).

Taylor executed the Lucky Agreement on behalf of the Company before his appointment as Chairman and Chief Executive Officer.

On June 30, 2026, the Board of Directors, with Mr.

Lucky abstaining, ratified the Lucky Agreement, effective as of March 28, 2026, and on June 30, 2026, the holders of a majority of the Company’s voting power ratified it by written consent.

The ratification did not change any amount recognized in the consolidated financial statements.

No stock option has been granted under the Lucky Agreement;

for accounting purposes a grant date will occur only when the Board approves the grant and its key terms.

The Lucky Agreement has an initial two-year term and provides for:

an annual base salary of not less than $400,000, which may be increased but not decreased by the Compensation Committee without written amendment;

eligibility for a quarterly bonus equal to 3.5% of annual salary, payable in arrears and contingent on the Company's timely filing of its periodic reports on Forms 10-Q and 10-K, with the bonus-qualifying period beginning one quarter after the effective date;

a contemplated initial stock option grant equal to 8% of the Company’s fully diluted issued and outstanding shares as of the grant date, subject to the agreement’s stated transaction and performance conditions.

As of the date of this Annual Report, no option has been granted or priced under the Lucky Agreement, and no option is outstanding;

Under the Lucky Agreement, if the Company terminates Mr.

Lucky's employment without "Cause," or Mr.

Lucky resigns for "Good Reason" (each as defined in the agreement), he is entitled to twelve months of base salary continuation, a pro-rated target bonus, twelve months of Company-paid COBRA premiums, and twelve months of continued vesting of outstanding equity awards, subject to execution of a release.

If a "Change of Control" (as defined in the agreement) occurs and Mr.

Lucky is terminated without Cause or resigns for Good Reason within twelve months following such Change of Control, he is instead entitled to eighteen months of base salary, 150% of his target bonus, eighteen months of Company-paid COBRA premiums, and full acceleration of all outstanding equity awards.

The Lucky Agreement also contains customary confidentiality, non-competition (twelve months post-termination), and non-solicitation (twenty-four months post-termination) covenants, and indemnification and clawback provisions.

Executive Employment Agreement with Paul R.

On April 13, 2026, the Company entered into a Chairman and Chief Executive Officer (CEO) Agreement with Paul R.

This agreement was subsequently amended and restated in its entirety (the “Amended Taylor Agreement”).

Taylor’s salary was effective beginning April 15, 2026.

The Amended Taylor Agreement has an initial term of 24 months and automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the current term.

Under the Amended Taylor Agreement, Mr.

Taylor is entitled to the following compensation and benefits:

An annual base salary of $251,846.

A one-time reorganization fee of $25,000 payable from specific offering proceeds at closing.

The $25,000 reorganization fee was paid on April 2, 2026 and is reported under All Other Compensation in the Summary Compensation Table.

A non-discretionary performance bonus equal to 3.0% of any gross increase in the Company's market capitalization, measured every 30 days, with unpaid balances accruing interest at 13% per annum.

No performance bonus had been earned as of June 30, 2026 or as of the date of this Annual Report.

Stock options equal to 5% of the fully diluted issued and outstanding shares of the Company as of the effective date of the agreement.

These options vest in three equal tranches:

one-third (1/3) upon closing of a specified transaction, one-third (1/3) on the 12-month anniversary of the agreement, and one-third (1/3) upon achievement of designated regulatory and compliance milestones.

As of the date of this Annual Report, no options have been granted or priced under this provision, and no options are outstanding.

Severance and Change of Control Benefits

If the Company terminates Mr.

Taylor without “Cause,” if Mr.

Taylor resigns for “Good Reason,” or if either party elects not to renew the agreement at the end of a term (a "Term Completion Exit"), Mr.

Taylor is entitled to a Standard Severance Package.

This package includes a lump-sum cash payment equal to two (2) times the sum of his annual base salary and average annual bonuses earned over the prior two fiscal years.

It also includes the full acceleration of all unvested time-based stock options, a pro-rated bonus for the year of termination, and continuation of health benefits at active-employee rates for 18 months.

Taylor is terminated without Cause or resigns for Good Reason within a 24-month “Protection Period” following a Change of Control, he is entitled to enhanced Change of Control Severance.

This enhanced severance consists of a lump-sum cash payment equal to three (3) times the sum of his annual base salary (or highest salary in the preceding 12 months) plus the average annual bonuses paid over the prior two fiscal years.

Additionally, all outstanding stock options will fully vest.

To address potential excise taxes under Section 280G of the Internal Revenue Code, the agreement applies a “net best-of” modified cutback, meaning payments are only reduced to avoid the excise tax if doing so yields a higher net after-tax amount for Mr.

Taylor, with no tax gross-up provided by the Company.

The Company is also required to provide full indemnification under Florida law and maintain a $5,000,000 directors' and officers' liability insurance policy covering Mr.

Taylor for at least ten (10) years following his termination.

Pension, Retirement or Similar Benefit Plans

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There are no outstanding equity incentive plan awards for each named executive officer outstanding as of June 30, 2026.

No stock options, stock appreciation rights or similar option-like instruments were granted to the named executive officers during fiscal 2026;

accordingly, no disclosure is required under Item 402(x)(2) of Regulation S-K.

Director Compensation

Our Board of Directors is comprised of Mr.

Paul Favata, Mr.

Tom Grbelja, and Mr.

Mark Lucky, who is also an executive officer of our company.

Paul Taylor and Mr.

The following table sets forth the restricted stock grants issued to Messrs.

Favata and Grbelja:

Common Shares

Granted/Vested

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

Favata and Grbelja (former directors):

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Tom Grbelja (former director)

Paul Favata (former director)

Stock award amounts reflect the grant-date fair value of immediately vested restricted common stock awards.

Lucky and Taylor are named executive officers and their compensation is presented in the Summary Compensation Table.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

At October 13, 2026, we had 1,269,509,667 shares of our Common Stock outstanding.

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each person known by us to be the beneficial owner of more than 5% of our Common Stock;

our director;

our directors;

each of our executive officers named in the compensation tables in Item 11;

all of our executive officers and director as a group.

all of our executive officers and directors as a group.

Amount and Nature of Beneficial Ownership

Series AA Preferred Stock Ownership

119,686,562 (2)

Officers and directors as a group

Percent of Voting Control is based upon the number of outstanding shares of our common stock and our Series AA Preferred Stock as of October 6, 2025.

On that date, we had 417,544,861 outstanding shares of common stock with one vote per share, and 1 share of Series AA Preferred Stock outstanding with voting rights equal to 51% of the outstanding common shares.

103,681,242 (3)

PT Smart Green Technologies (4)

Percent of Voting Control is based upon 1,269,509,667 outstanding shares of Common Stock with one vote per share and four outstanding Series AA Preferred Stock shares that, voting as a class, are entitled to 51% of the total votes on matters submitted to stockholders, each as of October 13, 2026.

(2) Includes 84,000 shares of Common Stock issuable upon conversion of 4,200 shares of Series D Convertible Preferred Stock and one share of Common Stock issuable upon conversion of one Series AA Preferred Stock share held by Mr.

Lucky, each convertible at any time before any anti-dilution adjustment.

Lucky holds 4,200 of the 1,479,859 outstanding Series D Preferred Stock shares (less than 1% of that class).

(3) Tom Grbelja’s address is 201 W Passaic Street, Suite 301, Rochelle Park, NJ 07662.

Includes 7,023,180 shares of Common Stock issuable upon conversion of 351,159 shares of Series D Convertible Preferred Stock held by Mr.

Grbelja, before any anti-dilution adjustment.

Grbelja holds approximately 23.7% of the outstanding Series D Preferred Stock.

(4) PT Smart Green Technologies is located at Bellez Letjen Soepeno Nomor 34, Jakarta Selatan 12210, Indonesia and is controlled by Dr.

Niclas Adler, who may be deemed to beneficially own the securities held by it.

Taylor, the Company's Chairman and Chief Executive Officer, holds a limited power of attorney solely to file documents through the SEC's EDGAR system on behalf of PT Smart Green Technologies.

That limited power of attorney does not confer a proxy, voting power, investment power, or any right to vote or dispose of the shares of the Company held by PT Smart Green Technologies.

Taylor does not beneficially own those securities and disclaims any such beneficial ownership.

Beneficial ownership is reported solely for PT Smart Green Technologies and Dr.

Niclas Adler, who controls it.

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2026.

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Equity compensation plans approved by security holders

2021 Employee Stock Compensation Plan

2021 Stock Incentive Plan

Equity compensation plans not approved by security holders

Certain Relationship and Related Party Transactions, and Director Independence.

Other than compensation arrangements, we describe below, transactions during our last fiscal year, to which we were a party, in which:

The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years;

Certain Relationships and Related Party Transactions, and Director Independence.

Other than compensation arrangements, the following describes transactions since July 1, 2024 (the beginning of our last two completed fiscal years, as required for smaller reporting companies by Item 404(d) of Regulation S-K) to which we were a party and in which:

The amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years (approximately $489);

Any of our directors, executive officers, or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

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During the fiscal year ended June 30, 2026, certain of our officers and directors advanced funds to the Company to support working capital needs.

The total amount advanced during the fiscal year was $95,225.

Net advances during the fiscal year were $85,500, consisting of gross advances of $98,000 (all of which were advanced by Thomas Grbelja, then a director) less repayments of $12,500 ($10,000 repaid to Mr.

Grbelja on July 16, 2025 and $2,500 repaid to an employee).

As of June 30, 2026, the aggregate outstanding balance owed to officers and directors for such advances was $0.

These advances are unsecured, non-interest bearing, and have no fixed terms of repayment.

The Company expects to repay these advances from future financing or cash flow generated from operations.

Other than the transactions described above and the compensation arrangements described elsewhere in this Report, there were no other transactions with related parties required to be reported under Item 404 of Regulation S-K.

Director Independence

The Board of Directors currently consists of three members.

Tom Grbelja and Mr.

Paul Favata are independent directors and Mr.

Mark Lucky, the Company’s Chief Executive Officer, is not independent due to his executive role.

Accordingly, two of the three directors are independent.

In April 2026 the Company issued 363,359 shares of Series D convertible preferred stock in exchange for the outstanding advances due to officers and directors.

The shares were issued to Thomas Grbelja (351,159 shares), Paul Favata (8,000 shares) and Mark Lucky (4,200 shares), in each case in settlement of an equal dollar amount of advances and unreimbursed expenses owed to that person.

Grbelja and Favata resigned as directors on April 7, 2026;

the terms of their exchanges were agreed, and the exchange agreements were signed, on April 16, 2026, the date the Series D shares were issued.

During the fiscal year ended June 30, 2025, officers and directors advanced net $95,225 to the Company;

those advances were included in the $277,859 due to officers and directors at June 30, 2025 and were settled in the April 2026 Series D exchange described above.

These advances from officers and directors were unsecured, non-interest bearing, and had no fixed terms of repayment.

In April 2026, the Company issued 21,623,056 shares of common stock, with a fair value of $71,356, to Mark B.

Lucky, our Chief Financial Officer and a director, in settlement of $1,526,096 of accrued salary.

Lucky is a related party, the $1,454,740 excess of the accrued salary settled over the fair value of the shares issued was recorded as a capital contribution to additional paid-in capital rather than as a gain (see Note 13).

On April 2, 2026, the Company paid Mr.

Lucky a $10,000 deal fee (see Item 11).

As of June 30, 2026, the Company owed Mr.

Lucky $3,754 for unreimbursed out-of-pocket expenses.

During the three months ended June 30, 2026, the Company paid Paul R.

Taylor, our Chairman and Chief Executive Officer, $60,000 of salary, which exceeded the $52,468 of salary earned under his employment agreement through June 30, 2026 by $7,532.

The $7,532 excess was recognized as compensation expense for the year ended June 30, 2026.

Taylor’s July 2026 salary was reduced by the same amount.

During the fiscal year ended June 30, 2026, the Company sold three shares of its Series AA Convertible Preferred Stock to PT Smart Green Technologies for aggregate proceeds of $300,000 (see Note 7 to our consolidated financial statements).

PT Smart Green Technologies is an affiliate of the Company by virtue of its ownership interest.

PT Smart Green Technologies is an Indonesian company controlled by Dr.

Niclas Adler.

Together with its Series AA Convertible Preferred Stock, PT Smart Green Technologies purchased 500,000,000 shares of our Common Stock during fiscal 2026 at $0.00075 per share for $375,000 and, in August 2026, an additional 120,000,000 shares at $0.0009 per share for $108,000 (see Note 16), and beneficially owns 620,000,000 shares of our Common Stock, and its aggregate beneficial ownership and voting control are described in Item 12 above.

See footnote (4) to the beneficial ownership table in Item 12 regarding the limited power of attorney held by Mr.

Taylor solely to make EDGAR filings on behalf of PT Smart Green Technologies.

Between April 27, 2026 and June 8, 2026, while Cheddi Rai served as the Company’s Chief Operating Officer and Chief Technology Officer, the Company advanced $64,942 to ConnexUS AI Inc., in which Mr.

Rai held an approximately 25.5% equity interest, in connection with the proposed acquisition of ConnexUS AI Inc.

described in Note 10 to our consolidated financial statements.

The Company had advanced an additional $134,173 to ConnexUS AI Inc.

Rai’s appointment.

All $199,115 of advances were written off upon termination of the proposed transaction on June 8, 2026, and no amounts were repaid.

Other than the transactions described above, including the Series D Convertible Preferred Stock issued to an officer and two former directors (see Notes 7 and 12 to our consolidated financial statements), and the compensation arrangements described elsewhere in this Report, there were no other transactions with related parties required to be reported under Item 404 of Regulation S-K.

The Board of Directors currently consists of two members, Mr.

Taylor, the Company’s Chief Executive Officer, and Mr.

Mark Lucky, the Company’s Chief Financial Officer, neither of whom is independent due to their executive roles.

Accordingly, none of our directors is independent.

Issuances of Common Stock During Fiscal 2026

During fiscal 2026 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2025 the Company issued 63,291,270 shares of its common stock related to the conversion of $265,823 of

Principal, accrued interest, and fees of its convertible notes payable, at an average contract conversion price of $0.0042 per share.

Stock Based Compensation

During the year ended June 30, 2025, the Company issued 73,500,000 shares of its $0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $308,700, or $0.0042 per share, based on the share price at the time of these transactions.

During the year ended June 30, 2025, the Company issued 14,300,000 shares of its $0.0001 par value common stock to consultants, as compensation under three separate consulting agreements.

The shares were valued at $60,860, or $0.0042 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2025, the Company issued and vested 3,500,000 shares of its $0.0001 par value common stock to its employees, as compensation.

The shares were valued at $14,700, or $0.0042 per share, based on the share price at the time of the transactions.

Shares Issued

Aggregate Fair Value / Proceeds

Conversion of convertible notes payable (principal, accrued interest, and fees)

Average contractual conversion price of $0.00186 per share

Stock-based compensation – directors and officers

$0.0052 per share (quoted market price on grant dates)

Stock-based compensation – employees

$0.0043 per share

Stock-based compensation – consultants

$0.00478 per share

Equitization of accrued compensation and consulting fees (see Note 13)

$132,000 (fair value)

Issued at $0.0033 per share to settle $2,834,819 of accrued liabilities;

difference recognized as gain on extinguishment and additional paid in capital as detailed in Note 13

Sale of common stock for cash

To PT Smart Green Technologies;

$0.00075 per share

Commitment shares issued in connection with financing transactions

Recorded as debt discount and amortized over the related note terms;

the discount was fully amortized by June 30, 2026, including upon repayment or settlement of the related notes

Settlement of Accrued Compensation and Other Obligations Through Issuance of Common Stock

During the year, and as part of the effort to reduce overall debt obligations, the Company issued 40,000,000 shares of $0.0001 par value common stock at the then prevailing price of $0.0033 per share, to satisfy accrued salaries and amounts due to certain consultants totaling $2,834,819.

The details of these stock issuances appear in the following table:

Shares Issued

Accrual offset

Gain on Salary Equitization

Mark Lucky, CFO and Director

Issuances of Common Stock During Fiscal 2025

During fiscal 2024 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $723,784 of

principal and accrued interest of its convertible notes payable, at an average contract conversion price of $0.0088 per share, with a cost of

$28,000, for a total of $751,784.

Stock Based Compensation

During the year ended June 30, 2024, the Company issued 60,960,000 shares of its $0.0001 par value common stock as compensation to its directors and officers.

The shares were valued at $646,624, or $0.01 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $0.0001 par value common stock to consultants, as compensation under three separate consulting agreements.

The shares were valued at $463,118, or $0.019 per share, based on the share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $0.0001 par value common stock to its employees, as compensation.

The shares were valued at $120,908, or $0.009 per share, based on the share price at the time of the transactions.

Shares Issued

Aggregate Fair Value / Proceeds

Conversion of convertible notes payable (principal, accrued interest, and fees)

Average contractual conversion

price of $0.0042 per share

Stock-based compensation – directors and officers

$0.0042 per share

Stock-based compensation – consultants

$0.00426 per share

Stock-based compensation – employees

$0.0042 per share

Director Independence

Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The Nasdaq Stock Market.

The Board has determined that each of Paul Favata and Tom Grbelja, are “independent” in accordance with such definition.

Applying that definition, the Board has determined that no member of our Board of Directors currently qualifies as independent, as each of our directors is also an executive officer of the Company.

Principal Accountant Fees and Services

During the two most recent fiscal years and through the Engagement Date, neither the Company, nor any one on its behalf, consulted with Assurance Dimensions, Inc, Stephano Slack, LLC or Fruci & Associates II PLLC.

in regard to the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The following table summarizes the fees of Assurance Dimensions, Inc., Stephano Slack, LLC and Fruci & Associates II PLLC, our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:

Audit Fees Paid to Assurance Dimensions, Inc.

Audit Fees Paid to Stephano Slack, LLC (2)

Audit Fees Paid to Fruci & Associates II PLLC (3)

Fruci & Associates II PLLC (PCAOB ID No.

05525), Spokane, Washington, serves as our independent registered public accounting firm for the fiscal year ended June 30, 2026.

The following table summarizes the fees billed to us for professional services rendered by Fruci & Associates II PLLC for each of the last two fiscal years:

Audit Fees Fruci & Associates II PLLC (1)

Audit Related Fees (2)

All Other Fees (4)

(1) Consists of fees for professional services rendered in connection with the financial statements included in our quarterly reports on Form 10-Q for the fiscal first quarter ended September 30, 2024 and the fiscal second .quarter ended December 31, 2024.

(2) Consists of fees for professional services rendered in connection with the financial statements included in our quarterly reports on Form 10-Q for the fiscal third quarter ended March 31, 2025.

(3) Consists of fees for professional services rendered in connection with the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

(4) Consists of fees relating to any tax compliance and tax planning.

(1) For fiscal 2026, consists of fees for professional services rendered in connection with the audit of the financial statements included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2025, December 31, 2025, and March 31, 2026.

For fiscal 2025, consists of fees for professional services rendered in connection with the audit of the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

(2) Audit-Related Fees would consist of fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported under Audit Fees.

No such services were rendered in either fiscal year.

(3) Tax Fees would consist of fees for tax compliance, tax advice, and tax planning services.

No such services were rendered in either fiscal year.

As described in Note 11 to the consolidated financial statements, we have not filed federal or state income tax returns since fiscal 2008, and no accountant engaged tax compliance services during the periods presented.

(4) All Other Fees would consist of fees for products and services other than those described above.

No such services were rendered in either fiscal year.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee, which consists of Mr.

Taylor, our Chairman and Chief Executive Officer, and Mr.

Lucky, our Chief Financial Officer, neither of whom is independent (see Item 10), is responsible for the appointment, compensation, retention, and oversight of the work of our independent registered public accounting firm.

Because our common stock is quoted on the OTC market and is not listed on a national securities exchange, we are not subject to the audit committee independence requirements of Rule 10A-3 under the Exchange Act or the listing standards of any national securities exchange.

The Audit Committee's policy is to pre-approve all audit services and all permissible non-audit services to be performed for the Company by its independent registered public accounting firm, in accordance with Rule 2-01(c)(7) of Regulation S-X.

Under this policy, the Audit Committee considers and approves the engagement of the independent registered public accounting firm, the scope of services to be performed, and the related fee arrangements, in each case prior to the commencement of the services.

The Audit Committee also considers whether the provision of any permissible non-audit services is compatible with maintaining the independence of the independent registered public accounting firm.

Our policy does not provide for general delegation of pre-approval authority to a single member of the Audit Committee or to management.

Exhibits and Financial Statement Schedules

Index to Financial Statements and Financial Statement Schedules

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC

Report of Independent Registered Public Accounting Firm – Assurance Dimensions

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC (PCAOB ID No.

Consolidated Balance Sheets as of June 30, 2026 and 2025

Consolidated Statements of Operations for each of the two years in the period ended June 30, 2025

Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2025

Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2025

Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock (Mezzanine Equity) for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Certificate of Amendment to Articles of Incorporation Increasing Authorized Shares of Common Stock to 250,000,000 filed on August 13, 2004 (9)

Description of Exhibit

Certificate of Voting Powers, Designations, Preferences and Rights to Preferred Stock of Series X Convertible Preferred Stock (5)

Amended Bylaws dated March 31, 2003 (5)

Certificate to Set Forth Designations, Preferences and Rights to Series D Convertible Preferred Stock (23)

Certificate to Set Forth Designations, Preferences and Rights to Series E Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series F Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series G Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series H Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series I Convertible Preferred Stock (29)

Certificate to Set Forth Designations, Preferences and Rights to Series J Convertible Preferred Stock (35)

Certificate of Designation of Series D Convertible Preferred Stock, adopted and executed by the Board on April 14, 2026 — filed with the Florida Department of State on April 16, 2026 (43)

Certificate of Designation of Series E Convertible Preferred Stock, filed with the Florida Department of State on April 16, 2026 (47)

Certificate of Designation, Preferences, Rights and Limitations of Series G Governing Preferred Stock, filed with the Florida Department of State on April 16, 2026 (deleted in its entirety by the Articles of Amendment filed September 11, 2026 — see Exhibit 3.22)

Articles of Amendment to the Articles of Incorporation of Visium Technologies, Inc.

deleting the Certificate of Designation of Series G Governing Preferred Stock, filed with the Florida Department of State on September 11, 2026 (see the Company’s Current Report on Form 8-K filed September 11, 2026)

Form of Common Stock Purchase Warrant to Newbridge Securities Corporation for Business Advisory Agreement (10)

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$100,000 principal amount promissory note pursuant to settlement agreement with Stokes Logistics Consulting, LLC (35)

Description of Exhibit

$100,000 principal amount 8% secured convertible promissory note (35)

21 unchanged sentences

$10,000 principal amount 12% convertible promissory note (35)

Description of Exhibit

$5,000 principal amount 12% convertible promissory note (35)

18 unchanged sentences

$25,000 principal amount 12% convertible promissory note (35)

Description of Exhibit

$10,000 principal amount 12% convertible promissory note (35)

20 unchanged sentences

Mutual Agreement with Commodity Express Transportation, Inc.

Description of Exhibit

Asset Purchase Agreement with GFC, Inc.

18 unchanged sentences

Consulting Agreement with C3i Sports, LLC (35)

Exclusive License Agreement between George Mason Research Foundation, Inc.

and Visium Technologies, Inc.(36)

Securities Purchase Agreement by and between the Company and FirstFire Global Opportunities Fund, LLC (37)

Securities Purchase Agreement by and between the Company and Auctus Fund, LLC (38)

Amendment to License Agreement between MITRE Corporation and Visium Analytics, LLC (39)

Form of Securities Purchase Agreement (40)

Description of Exhibit

Form of Registration Rights Agreement (40)

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Form of Amendment #1 (42)

Executive Employment Agreement between the Company and Mark B.

Lucky (Chief Financial Officer, Principal Financial Officer, and Interim Chief Operating Officer), dated March 28, 2026.*

Amended and Restated Chairman and Chief Executive Officer Employment Agreement between the Company and Paul R.

Code of Ethics (11)

Letter of Resignation of Assurance Dimensions as auditor (Incorporated by reference to Exhibit 16 to Form 8-K filed May 9, 2025)

Letter of Resignation of Stephano Slack, LLC as auditor (Incorporated by reference to Exhibit 16 to Form 8-K filed June 26, 2025)

Insider Trading Policy*

Subsidiaries of Registrant*

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language):

(i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements.**

Description of Exhibit

FISCAL 2026 EXHIBITS

The promissory notes and the convertible note issued during the fiscal year ended June 30, 2026 (see Note 5 to the consolidated financial statements) were not separately filed with the Commission and are described in Note 5;

they are not filed as exhibits given their individually immaterial size and issuance in the ordinary course of the Company's financing activities.

Form of Series D Convertible Preferred Stock Exchange Agreement(s), dated April 2026*

Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement, dated September 21, 2026, by and among the Company, Dr.

Don Schellpfeffer and Pocket MD, LLC

Chairman and Chief Executive Officer Agreement with Paul R.

Taylor, dated April 13, 2026

Amended and Restated Letter of Intent by and among the Company, ConnexUS AI Inc., and the owners of WXYZ Hosting LLC and AdRetreaver LLC, dated March 29, 2026 (45)

Series AA Convertible Preferred Stock Purchase Agreement(s), fiscal year ended June 30, 2026 (3 shares, $300,000 aggregate proceeds)*

Common Stock Purchase Agreement, fiscal year ended June 30, 2026 (500,000,000 shares, $375,000 aggregate proceeds)*

Mutual Release, Settlement and Termination Agreement by and among the Company, ConnexUS AI Inc., and Cheddi Rai, effective June 8, 2026 (46)

Settlement and Mutual Release Agreement between the Company and Labrys Fund II, L.P., dated April 10, 2026.*

Minutes of Special Meeting of the Board of Directors, dated April 7, 2026 (43)

Affidavit of Transfer Agent, dated April 7, 2026 (43)

Press Release, dated April 27, 2026, announcing execution of Letter of Intent and leadership changes (45)

Minutes of Special Meeting of the Board of Directors, dated June 8, 2026 (46)

Press Release, dated on or about June 10, 2026, announcing termination of ConnexUS AI transaction (46)

The Inline XBRL documents and related taxonomy extension documents from the Company’s Annual Report on Form 10-K for the year ended June 30, 2026, including the cover page, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Redeemable Convertible Preferred Stock, Consolidated Statements of Changes in Stockholders’ Deficit, Consolidated Statements of Cash Flows, and related notes.**

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

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Incorporated by reference to Current Report on Form 8-K filed on September 22, 2024

Incorporated by reference to Current Report on Form 8-K filed on April 16, 2026

Incorporated by reference to Current Report on Form 8-K filed on April 28, 2026

Incorporated by reference to Current Report on Form 8-K filed on June 10, 2026

Incorporated by reference to Current Report on Form 8-K filed on April 16, 2026

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VISIUM TECHNOLOGIES, INC.

/s/ Mark Lucky

Chief Executive Officer

Chairman and Chief Executive Officer (Principal Executive Officer)

October 13, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Mark Lucky

Chief Executive Officer and Chief Financial Officer

/s/ Paul R Taylor

Chairman, Chief Executive Officer, and Director

October 13, 2026

(Principal Executive Officer, Principal Financial Officer,

Principal Accounting Officer)

Paul R Taylor

(Principal Executive Officer)

/s/ Mark Lucky

Chairman, Chief Executive Officer and Chief Financial Officer

October 6, 2025

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

/s/ Thomas Grbelja

October 6, 2025

Thomas Grbelja

/s/ Paul Favata

Chief Financial Officer, Treasurer, Secretary, and Director

October 13, 2026

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC

Report of Independent Registered Public Accounting Firm – Assurance Dimensions

(Principal Financial Officer and Principal Accounting Officer)

Report of Independent Registered Public Accounting Firm – Fruci & Associates II PLLC (PCAOB ID No.

Consolidated Balance Sheets as of June 30, 2026 and 2025

Consolidated Statements of Operations for each of the two years in the period ended June 30, 2025

Consolidated Statements of Changes in Stockholders’ Deficit for each of the two years in the period ended June 30, 2025

Consolidated Statements of Cash Flows for each of the two years in the period ended June 30, 2025

Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Changes in Redeemable Convertible Preferred Stock (Mezzanine Equity) for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2026 and 2025

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

VISIUM TECHNOLOGIES, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Visium Technologies, Inc.

(“the Company”) as of June 30, 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Visium Technologies, Inc.

(“the Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations, changes in redeemable convertible preferred stock (mezzanine equity), changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025 and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company had a net loss, net cash used in operating activities, and a negative working capital.

As discussed in Note 1 to the financial statements, the Company had net income, primarily due to a non-cash, non-recurring gain on extinguishment of debt, net cash used in operating activities, and a negative working capital.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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October 13, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Visium Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Visium Technologies, Inc.

(the “Company”) as of June 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses as of June 30, 2024.

For the year ended June 30, 2024, the Company had a net loss of $2,878,090, and net cash used in operating activities of $488,319, and had negative working capital of $5,148,969.

These factors raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2017.

Coral Springs, Florida

September 30, 2024

VISIUM TECHNOLOGIES, INC.

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Accrued interest

Due to officer

Convertible notes payable, net of discount of $ 0 and $ 7,022 , respectively

Due to officers and directors

Convertible notes payable

Derivative liabilities

Notes payable, net of discount of $ 26,153 and $ 27,126 , respectively

Notes payable

Total current liabilities

Commitments and contingencies (Note 14)

Temporary Equity (Mezzanine):

Series D Convertible Preferred Stock ($ 0.001 par value;

2,000,000 shares authorized;

1,444,859 shares issued and outstanding as of June 30, 2026;

redeemable upon a Deemed Liquidation Event at an aggregate liquidation preference of $ 1,444,859 plus accrued dividends;

optional redemption price of $ 1,488,205 (103% of stated value) plus accrued dividends)

Stockholders’ deficit:

Preferred stock

Series A Convertible Stock ($ 0.001 par value;

Series A Convertible Preferred Stock ($ 0.001 par value;

20,000,000 shares authorized, 13,992,340 shares issued and outstanding as of June 30, 2026 and 2025, respectively)

Series B Convertible Stock ($ 0.001 par value 30,000,000 shares authorized, 1,327,670 shares issued and outstanding as of June 30, 2025 and 2024, respectively)

Series C Convertible Stock ($ 0.001 par value 30,000 shares authorized, 0 shares issued and outstanding as of June 30, 2025 and 2024, respectively)

Series AA Convertible Stock ($ 0.001 par value;

1 share authorized, 1 share issued and outstanding as of June 30, 2025 and 2024)

Series B Convertible Preferred Stock ($ 0.001 par value, 10,000,000 shares authorized, 1,327,670 shares issued and outstanding as of June 30, 2026 and 2025, respectively)

Series AA Convertible Preferred Stock ($ 0.001 par value;

100 shares authorized, 4 shares issued and outstanding at June 30, 2026 and 1 share issued and outstanding at June 30, 2025)

Common stock, $ 0.0001 par value, 3,000,000,000 shares authorized:

368,544,861 shares issued and outstanding at June 30, 2025, and 213,953,591 shares issued and outstanding at June 30, 2024, respectively (See Note 6)

1,149,509,667 shares issued and outstanding at June 30, 2026, and 368,544,861 shares issued and outstanding at June 30, 2025

Additional paid in capital

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( 5,840,865 )

Total liabilities and stockholders’ deficit

Total liabilities, temporary equity and stockholders’ deficit

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED

FOR THE YEARS ENDED

June 30, 2026

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Interest expense

Gain (loss) on extinguishment of debt

Gain on extinguishment of debt

Loss on terminated strategic acquisition initiative

Loss on write-off of advance for proposed financing

Total other income (expense)

Loss before income taxes

Provision for income taxes

Net income (loss) before income taxes

$ ( 1,341,979 )

Provision for income taxes

Net income (loss)

cumulative dividends on Series D Convertible Preferred Stock (undeclared)

Net income (loss) attributable to common stockholders

$ ( 1,341,979 )

Weighted average common shares

Basic and diluted

Net loss Per Common Share –Basic and Diluted:

Net income (loss) per common share attributable to common stockholders:

See accompanying notes to consolidated financial statements.

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK

(MEZZANINE EQUITY)

FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

Balance at June 30, 2024

Balance at June 30, 2025

Issuance of Series D Convertible Preferred Stock for extinguishment of promissory notes (April 2026)

Issuance of Series D Convertible Preferred Stock for extinguishment of convertible note principal (April 2026)

Issuance of Series D Convertible Preferred Stock to an officer and former directors for amounts due (April 2026)

Balance at June 30, 2026

See Note 7 - Stockholders' Deficit for a description of the terms of the Series D Convertible Preferred Stock and the basis for its classification as temporary equity (mezzanine equity) under ASC 480-10-S99-3A.

Because the Series D Convertible Preferred Stock is classified as mezzanine equity rather than permanent equity, the amounts above are presented separately and are excluded from Total Stockholders' Deficit in the Consolidated Statements of Changes in Stockholders' Deficit that follows.

VISIUM TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

Preferred Stock

$0.001 Par Value

Stockholders’

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Shares issued for conversion of notes payable

Rounding Adjustment

Net loss for the year ended June 30, 2025

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Shares issued as compensation to employees

Shares issued in settlement of accrued compensation, including $1,454,740 related-party capital contribution (Note 13)

Shares issued for consulting services

Common stock sold

Series AA preferred sold

Retirement of outstanding warrants

Commitment Shares

Shares issued for conversion of notes payable

Net loss for the year ended June 30, 2025

( 1,341,979 )

Capital contribution — related party (excess of amounts due to an officer over the fair value of Series D Convertible Preferred Stock issued;

see Notes 7 and 12)

Net income for the year ended June 30, 2026

Balance at June 30, 2026

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$ ( 63,233,368 )

$ ( 2,035,094 )

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED

For the Years Ended

June 30, 2026

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Cash flows from operating activities:

Net income (loss)

$ ( 1,341,979 )

Adjustments to reconcile net income to net cash used in operating activities:

Stock based compensation

Common stock issued for note conversion fees

Amortization of debt discount

Gain on change in fair value of derivative liability

Gain on extinguishment of debt

( 2,923,004 )

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt discounts

Stock based payments for consultants, directors, and officers

(Gain) loss on debt writeoff/ settlement

Gain on change in fair value of derivative liabilities

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Prepaid license fees

Accrued interest payable and default amounts added to note principal

Accrued compensation

Accrued interest

Change in prepaid expenses

Net cash used in operating activities

Cash flows from financing activities:

Advance from officers

Proceeds from convertible notes payable

Proceeds from short term notes payable

Repayment of short term notes payable

Repayment of convertible notes payable

Advances from officers and directors, net

Repurchase of warrants

Repayment of notes payable and convertible notes payable

Proceeds from sale of common stock

Proceeds from sale of preferred stock

Proceeds from short term note payable

Payment of debt issuance costs

Net cash provided by financing activities

Net increase (decrease) in cash

Cash at beginning of year

Cash at end of year

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash at beginning of period

Cash at end of period

Cash paid for:

Non-cash investing and financing activities:

Issuance of common stock for conversion of notes payable, accrued interest, and fees

Initial fair value of derivative liabilities recorded as debt discount

Original issue discount on notes payable

Commitment shares issued with notes payable (recorded as debt discount)

Promissory notes reclassified to convertible notes payable upon default

Issuance of common stock to settle accrued compensation and consulting fees (“salary equitization”)

Liabilities extinguished in connection with Series D exchanges (including separately forgiven accrued interest)

Fair value of Series D Convertible Preferred Stock issued in debt-for-equity exchanges (see Note 7 and Note 9)

Debt issuance costs included in accounts payable

See accompanying notes to consolidated financial statements.

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between December 2007 and March 5, 2018 when it changed its name to Visium Technologies, Inc.

Visium is a provider of cybersecurity and Artificial Intelligence solutions, along with IT infrastructure professional services that include network engineering, system engineering, converged infrastructure deployment, software development, and cybersecurity services.

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.

Visium’s propriety technology, TruContext TM , is a tool for cyber warfare analytics, visualization and knowledge management.

TruContext TM is a highly scalable big data analytics tool for cyber security, using graph database technology.

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

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.

In April 2021 the Company created JAJ Advisory, LLC, a Viriginia limited liability company.

The LLC was established to account for non-cybersecurity related business activities that the Company may pursue.

As of June 30, 2025 there has been no activity in this subsidiary.

The Company has entered 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 June 30, 2025 no activity has occurred pursuant to this contract.

Visium is a technology company focused on the development and commercialization of artificial intelligence, cybersecurity, data intelligence and analytics solutions, together with related information technology professional services.

The Company’s principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that uses graph-based analytics to ingest, correlate and visualize data from cybersecurity, information technology and operational technology environments.

The Company did not generate revenue during the years ended June 30, 2026 and 2025.

Pursuant to a contract with Cybastion dated November 30, 2023, relating to projects in Côte d’Ivoire and Benin, Visium is to provide data center architecture and design services and a security stack incorporating the TruContext™ platform.

As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis.

For the year ended June 30, 2025 we had a net loss of $ 1,341,979 , had net cash used in operating activities of $ 411,177 and had negative working capital of $ 5,840,865 .

These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing.

For the year ended June 30, 2026, the Company had net income of $ 856,102 , due primarily to a non-cash, non-recurring gain on extinguishment of debt, had net cash used in operating activities of $ 913,888 , and had negative working capital of $ 1,951,292 .

These matters raise substantial doubt about the Company’s ability to continue as a going concern for one year after these consolidated financial statements are issued (or available to be issued).

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.

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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.

Subsequent to June 30, 2026, the Company received $ 108,000 from the sale of common stock (see Note 16);

however, as of the date these consolidated financial statements were issued, the Company had no committed sources of financing.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries.

The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries, Visium Analytics, LLC and PTNA Acquisition Corp.

All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period.

Actual results will differ from those estimates.

Included in these estimates are assumptions used in Cox, Ross & Rubinstein Binomial Tree stock-based compensation and derivative liabilities valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate and in the valuation allowance of deferred tax assets.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period.

Significant estimates include the fair value of the Series D Convertible Preferred Stock issued in debt exchanges, the fair value of derivative liabilities, the fair value of share-based awards and the valuation allowance on deferred tax assets.

Actual results may differ from those estimates.

Cash and Cash Equivalents

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Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of June 30, 2025 and 2024, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments.

These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815.

ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

The Company evaluates convertible notes and warrants at issuance and each reporting date to determine whether embedded or freestanding features require liability classification under ASC 815, Derivatives and Hedging, including the applicable scope exception in ASC 815-10 and the indexation and settlement conditions in ASC 815-40.

The Company’s derivative liabilities at June 30, 2025 related solely to embedded conversion features in certain variable-price convertible notes.

No warrant derivative liability was recognized in either period.

For convertible notes with features that require bifurcation, the Company recognizes the embedded derivative at fair value on the issuance date and remeasures it at each reporting date, with changes in fair value recognized in earnings.

The analysis is performed for each instrument using its contractual conversion, settlement, and anti-dilution terms.

VISIUM TECHNOLOGIES, INC.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance and at every balance sheet thereafter and in determining which valuation method is most appropriate for the instrument, the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate, if any.

The Company recorded a derivative liability as of June 30, 2025 of $ 7,805 .

The Company uses judgment in determining the fair value of convertible-note derivative liabilities at issuance and at each reporting date, including the valuation methodology, expected volatility, risk-free interest rate, expected term, and expected dividend rate, as applicable.

The Company had no derivative liability as of June 30, 2026 (see Note 3).

Fair Value of Financial Instruments

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Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The following is the Level 3 activity for the Company’s derivatives:

The following is the Level 3 activity for the Company’s convertible-note derivative liabilities:

Derivative liability at June 30, 2024

Derivative liability expense

Initial recognition of derivative liabilities (recorded as debt discount)

Gain on change in fair value of derivative liability

Derivative liability at June 30, 2025

Derivative liability expense

Initial recognition of derivative liabilities (recorded as debt discount)

Gain on change in fair value of derivative liability

Derivative liability at June 30, 2026

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash, accounts payable and accrued expenses, accrued compensation, notes payable, convertible promissory notes payable, approximate their fair value due to the short maturity of these items or the use of market interest rates.

At June 30, 2025 and 2024, the fair value of derivative liabilities is estimated using the Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include the expected volatility, the implied risk-free interest rate, as well as the expected dividend rate.

The derivative liabilities are the only Level 3 fair value measures.

Convertible Instruments

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options.

Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption.

The Company also records deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40, Contracts in Entity’s own Equity, generally provides that, among other things, if an event is not within the entity’s control, such contract could require net cash settlement and shall be classified as an asset or a liability.

The Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock.

During fiscal years 2014 through 2020 the Company’s issued convertible securities with variable conversion provisions that resulted in derivative liabilities.

See discussion above under derivative liabilities that resulted in a change in derivative liability accounting.

The Company accounts for convertible instruments under the applicable guidance in ASC 470, Debt, and ASC 815.

Following the adoption of ASU 2020-06, the Company does not separately recognize a beneficial-conversion-feature discount for instruments within that guidance.

Conversion features that require bifurcation under ASC 815 are accounted for separately as derivative liabilities;

other conversion features remain embedded in the host instrument.

Debt issuance costs and discounts, when applicable, are amortized to interest expense over the applicable term using the effective interest method.

Under ASC 815-40, a contract indexed to the Company’s own stock that does not meet the equity-classification conditions is classified as an asset or liability and remeasured through earnings.

The Company’s Talos and FirstFire warrants met the ASC 815-40 equity-classification criteria, including the down-round feature exception in ASC 815-10-15-75A, and therefore were classified as equity while outstanding.

Certain of the Company’s convertible securities have variable-price conversion provisions that resulted in derivative liabilities.

No warrant is included in the derivative liability balance as of June 30, 2026 or 2025.

VISIUM TECHNOLOGIES, INC.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Redeemable Preferred Stock Classification Policy

The Company evaluates its authorized preferred stock instruments under the provisions of ASC 480, Distinguishing Liabilities from Equity.

Shares of preferred stock that are contingently redeemable upon the occurrence of an event that is not solely within the control of the Company are classified as temporary equity (mezzanine equity) outside of permanent stockholders’ equity on the Consolidated Balance Sheet.The Series D Convertible Preferred Stock is classified as temporary equity because its Liquidation Preference becomes payable upon a Deemed Liquidation Event under Section 5 of its Certificate of Designation, an event that is not solely within the control of the Company (see Note 7).

Transaction costs and initial fair value allocations at the time of issuance are recorded as a component of the mezzanine equity carrying value.

The Company reviews the probability of redemption at each balance sheet reporting date to determine if modification to the carrying value is required.

Revenue Recognition

All revenues are recorded in accordance with ASC 606, which is recognized when:

(i) a contract with a client has been identified, (ii) the performance obligation(s) in the contract have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to each performance obligation in the contract, and (v) the Company has satisfied the applicable performance obligation over time.

The Company accounts for revenue in accordance with ASC 606.

Revenue is recognized when the Company satisfies a performance obligation by transferring control of promised goods or services to a customer, either over time or at a point in time, as applicable.

The Company applies the following steps:

(i) identify the contract with a customer;

(ii) identify the performance obligation(s);

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations;

and (v) recognize revenue when, or as, each performance obligation is satisfied.

The Company recognized no revenue during the years ended June 30, 2026 and 2025.

This policy is presented because it is the Company’s accounting policy for revenue upon the commencement of sales activity;

it was not applied to any transactions in the periods presented.

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.

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The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all highly certain of being upheld upon examination.

As such, the Company has not recorded a liability for uncertain tax benefits.

When tax returns are filed, tax positions must be evaluated to determine whether recognition of a tax benefit is more likely than not based on technical merits and available evidence.

At June 30, 2026, management had not recorded a liability for unrecognized tax benefits.

This conclusion is subject to reassessment as the Company prepares and files its historical returns and evaluates potential penalties and interest.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished.

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The Company has not accrued any potential tax penalties associated with not filing these tax returns.

Due to recurring losses, management believes such potential tax penalties, if any, would not be material in amount.

The amount of any such penalties and interest cannot currently be reasonably estimated (see Note 11).

Share-Based Payments

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The Company has elected to use the Cox, Ross & Rubinstein Binomial Tree valuation model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards.

Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures.

ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company accounts for forfeitures as they occur, as permitted by ASC 718-10-35-3.

Common stock is recorded at par value of $ 0.0001 per share.

Dollar amounts in the accompanying financial statements and notes are presented in whole dollars.

Segment Reporting

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Recent Accounting Pronouncements

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position.

There have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

The Company adopted ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, effective for its fiscal year ended June 30, 2025 (its first fiscal year beginning after December 15, 2023) and applies it retrospectively to all periods presented.

The Company has one reportable segment and its Chief Executive Officer is the chief operating decision maker.

The measure of segment profit or loss reviewed by the chief operating decision maker is consolidated net income (loss), and consolidated assets are the measure of segment assets.

The chief operating decision maker uses consolidated net income (loss) to assess performance, to monitor actual results against the Company’s budget, and to decide how to allocate resources, including decisions regarding financing and debt-reduction transactions.

The significant segment expenses regularly provided to the chief operating decision maker, which together constitute selling, general and administrative expense, were, for the years ended June 30, 2026 and 2025, respectively:

salaries, $ 749,302 and $ 816,006 ;

stock-based compensation, $ 341,400 and $ 323,400 ;

stock-based consulting, $ 10,750 and $ 60,860 ;

consulting fees, $ 125,000 and $ 120,000 ;

legal and professional fees, $ 42,000 and $ 192,108 ;

accounting, $ 62,226 and $ 74,242 ;

and other selling, general and administrative expenses, $ 33,487 and $ 63,201 .

Development expense ($ 0 and $ 325 ), interest expense and the other non-operating items presented in the consolidated statements of operations are also provided to the chief operating decision maker.

There are no other segment items.

The Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, for the annual period ended June 30, 2026;

the enhanced annual rate-reconciliation and income-tax disclosure information is included in Note 11.

Recently issued accounting pronouncements not yet adopted:

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), as clarified by ASU 2025-01, which requires disaggregated disclosure of certain costs and expenses in the notes to the financial statements.

The guidance is effective for the Company’s fiscal year ending June 30, 2028, and interim periods thereafter.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which is effective for the Company’s fiscal year ending June 30, 2027.

The Company is evaluating the effect of these ASUs on its consolidated financial statements and disclosures.

Other accounting standards issued but not yet effective are not expected to have a material effect on the Company’s consolidated financial statements.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period.

Diluted earnings per share are computed using the weighted average number of shares of Common Stock and the dilutive Common Stock share equivalents outstanding during the period.

Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants (calculated using the modified-treasury stock method) and conversion of other securities such as convertible debt or convertible preferred stock.

Potential common shares includable in the computation of fully diluted per-share results are not presented in the financial statements for the year ended June 30, 2025 and 2024 as their effect would be anti-dilutive.

The following table sets forth the weighted-average number of shares outstanding and the potentially dilutive securities that were excluded:

Basic earnings per share are calculated by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during each period, after deducting cumulative undeclared Series D preferred dividends.

The equity-classified Talos and FirstFire warrants did not result in a deemed dividend in the periods presented.

Diluted earnings per share are computed using the weighted-average number of common shares and the dilutive common-share equivalents outstanding during the period.

Dilutive common-share equivalents consist of shares issuable upon the exercise of in-the-money stock options and warrants, calculated using the treasury-stock method where applicable, and conversion of other securities using the if-converted method where applicable.

For the year ended June 30, 2025, potential common shares are excluded because the Company reported a net loss and their effect would be anti-dilutive.

For the year ended June 30, 2026, management evaluated each potentially dilutive security in sequence from most to least dilutive and excluded securities that were anti-dilutive.

For the year ended June 30, 2026, the Series D Convertible Preferred Stock was excluded from the computation of diluted earnings per share because its effect was anti-dilutive (incremental earnings per incremental share of approximately $ 0.0015 , compared with basic earnings per share of approximately $ 0.0014 ).

The convertible notes payable were also excluded because, after adding back the related interest expense under the if-converted method, their effect was anti-dilutive.

The following table sets forth the weighted-average common shares outstanding and the potential common shares associated with securities outstanding during each period.

The final row is an informational aggregation and is not a diluted EPS denominator because the potential securities have different issuance dates and may be anti-dilutive.

For the Years ended June 30,

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Effect of dilutive securities - when applicable:

Convertible promissory notes

Convertible promissory note

Preferred stock converted to common stock

Common stock options

Fully diluted earnings per share—adjusted weighted-average shares and assumed conversions

Weighted-average shares plus potential common shares (informational;

not an EPS denominator)

Reconciliation of Basic to Diluted Earnings Per Share – Year Ended June 30, 2026

Income (Numerator)

Shares (Denominator)

Basic earnings per share computation:

net income attributable to common stockholders / weighted-average common shares

Effect of dilutive securities, in sequence from most to least dilutive:

Series A and Series B Convertible Preferred Stock (if-converted;

no income adjustment)

Series AA Convertible Preferred Stock (if-converted;

no income adjustment)

Series D Convertible Preferred Stock (if-converted;

add back undeclared dividends;

weighted for the75 days outstanding from April

16, 2026 to June 30, 2026;

excluded because anti-dilutive)

( 5,937,777 excluded as anti-dilutive )

Diluted earnings per share computation before evaluating convertible notes payable

Convertible notes payable (if-converted;

add back related interest expense;

excluded because anti-dilutive;

( 1,783 excluded as anti-dilutive

Diluted earnings per share computation:

net income (as adjusted) / diluted weighted-average common shares

VISIUM TECHNOLOGIES, INC.

2 unchanged sentences

DERIVATIVE LIABILITY

Derivative liability – warrants

The Company may issue warrants with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the stated conversion for each warrant.

There were no derivative liabilities on warrants as of June 30, 2025 and 2024.

Accounting for Derivative Warrant Liability

The Company’s derivative warrant instruments have been measured at fair value at June 30, 2025 and 2024, respectively, using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The Company recognizes the derivative liability related to those warrants that contain price protection features in its consolidated balance sheet as liabilities.

The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations.

The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows.

Equity-classified warrants

The Company evaluates each warrant under ASC 815-40.

The common stock purchase warrants issued to Talos Victory Fund, LLC and FirstFire Global Opportunities Fund in September 2022 contained a down-round price-protection feature.

Management concluded that the warrants qualified for equity classification under ASC 815-40, including the down-round feature exception in ASC 815-10-15-75A.

Accordingly, no derivative liability was recorded for warrants at June 30, 2026 or 2025.

The warrants were cancelled in April 2026, and no warrants remained outstanding as of June 30, 2026.

The down-round feature of an equity-classified warrant is evaluated under ASC 260-10-S99-2 when a triggering event occurs.

No deemed dividend attributable to the warrants was recognized in the periods presented.

Accounting for Convertible-Note Derivative Liability

The embedded derivative features in certain variable-price convertible notes are measured at fair value at issuance and at each reporting date using a Cox, Ross & Rubinstein Binomial Tree valuation model.

The resulting derivative liability is recognized in the Consolidated Balance Sheets, and changes in fair value are recognized in the Consolidated Statements of Operations.

The accounting for the convertible-note derivative liability has no direct cash-flow effect.

Derivative liability – convertible notes

The Company has certain convertible notes with variable price conversion terms.

Upon the issuance of these convertible notes and as a consequence of their conversion features, the convertible notes give rise to embedded derivative liabilities.

The Company’s derivative liabilities related to its convertible notes payable have been measured at fair value at June 30, 2025 and June 30, 2024 using the Cox, Ross & Rubinstein Binomial Tree valuation model.

The revaluation of the warrants and convertible debt liabilities at each reporting period, as well as the charges associated with issuing additional convertible notes, and warrants with price protection features, resulted in the recognition of a gain of $ 33,761 and $ 39,141 for the years ended June 30, 2025 and 2024, respectively in the Company’s consolidated statements of operations, under the caption “Gain in change of fair value of derivative liability”.

The fair value of the warrant liability at June 30 2025 and June 30, 2024 was $ 0 and $ 0 , respectively.

The fair value of the derivative liability related to the convertible debt at June 30, 2025 and June 30, 2024 is $ 7,805 and $ 41,566 , respectively, which is reported on the consolidated balance sheet under the caption “Derivative liability”.

The Company has determined its derivative liability to be a Level 3 fair value measurement.

The significant assumptions used in the Cox, Ross & Rubinstein Binomial Tree valuation of the derivative are as follows:

Year Ended June 30,

Effective exercise price

Effective market price

Expected volatility

Risk-free interest

Expected terms

Expected dividend rate

The Company had certain convertible notes with variable-price conversion terms.

Management concluded that the embedded conversion features in those notes require bifurcation and liability classification under ASC 815.

The derivative liabilities related to convertible notes payable were measured at fair value at June 30, 2025 and at each conversion or repayment date during fiscal 2026 using a Cox, Ross & Rubinstein Binomial Tree valuation model.

No derivative liability was outstanding at June 30, 2026.

Changes in the fair value of the Company’s other convertible-note derivative liabilities, together with the initial accounting for applicable new convertible notes, resulted in a gain of $ 271,391 and $ 33,761 for the years ended June 30, 2026 and 2025, respectively, in the Consolidated Statements of Operations under the caption “Gain on change in fair value of derivative liabilities.” The fiscal 2026 gain consists of $ 263,586 from the derecognition, upon conversion or repayment of the related notes, of derivative liabilities initially recognized during the year (whose initial fair value was recorded as debt discount and amortized to interest expense) and $ 7,805 from the remeasurement of the derivative liability outstanding at June 30, 2025.

The Company had no derivative liability at June 30, 2026, compared to $ 7,805 at June 30, 2025, reported on the Consolidated Balance Sheets as “Derivative liabilities.” No warrant derivative liability was recorded in either period.

June 2026 Note Payable – Default-Contingent Conversion Feature

On June 1, 2026, the Company issued a $ 99,600 promissory note to 1800 Diagonal Lending LLC (see Note 5).

The note carries a one-time interest charge of 15 % ($ 14,940 ), matures on March 15, 2027 , is payable in cash in four scheduled installments beginning December 15, 2026, and may be prepaid in full at any time without penalty.

The holder has no right to convert the note into common stock unless an Event of Default (as defined in the note) occurs.

Only following an Event of Default may the holder convert the outstanding balance, which upon default would include a default amount equal to 150% of the outstanding principal and accrued interest, into common stock at 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding conversion.

Because the conversion right is not exercisable unless the Company defaults, the Company accounts for the note as a cash-pay note payable and presents it within Notes Payable rather than Convertible Notes Payable.

The Company evaluated the default-contingent conversion feature and the related default provisions under ASC 815-15.

At issuance and at June 30, 2026, the note was current, no Event of Default had occurred, no notice of default had been received, the Company had no other indebtedness to the holder that could give rise to a cross-default, and management assessed the likelihood of an Event of Default as remote.

Accordingly, management concluded that the default-contingent features had no more than nominal value, and no derivative liability was recognized for the note at issuance or at June 30, 2026.

The Company reassesses this conclusion at each reporting date.

If an Event of Default occurs or becomes more than remote, the Company will measure the conversion feature at fair value and recognize a derivative liability, with subsequent changes in fair value recognized in earnings.

The note's Events of Default include, among other matters, certain failures to comply with the Company's reporting obligations under the Exchange Act.

Following June 30, 2026, the Company filed a Notification of Late Filing on Form 12b-25 on September 29, 2026 with respect to this Annual Report.

Because this Annual Report was filed on October 13, 2026, within the extension period provided by Rule 12b-25, it is deemed under Rule 12b-25(b) to have been filed on or before its prescribed due date.

Accordingly, management concluded that the late-filing notification did not constitute an Event of Default under the note.

As of the date of this Annual Report, the Company had not received any notice of default from the holder.

The Company’s other convertible notes are convertible at fixed conversion prices of $ 121.50 per share, substantially above the market price of the common stock throughout fiscal 2026.

Their conversion features are indexed to the Company’s own stock and were not bifurcated as derivative liabilities under ASC 815-15 and ASC 815-40.

VISIUM TECHNOLOGIES, INC.

3 unchanged sentences

Convertible Notes Payable

At June 30, 2025 and June 30, 2024 convertible debentures consisted of the following:

At June 30, 2026 and June 30, convertible notes payable consisted of the following:

Convertible notes payable

Discount on convertible notes

The Company had convertible promissory notes aggregating $ 183,873 and $ 534,361 at June 30, 2025 and June 30, 2024, respectively.

The related accrued interest amounted to approximately $ 247,563 and $ 251,455 at June 30, 2025 and June 30, 2024, respectively.

The convertible notes payable bear interest at rates ranging from 0 % to 18 % per annum.

The convertible notes are generally convertible, at the holders’ option, at rates ranging from $ 0.0042 to $ 121.50 per share, as a result of the two reverse stock splits.

At June 30, 2025, approximately $ 183,873 of convertible promissory notes had matured, are in default and remain unpaid.

There are no punitive default provisions included in the terms of these convertible promissory notes.

Certain convertible promissory notes contain anti-dilution and downround provisions.

As a result of a dilutive issuance, the conversion price for these notes was adjusted downward to $ 0.0042 per share, in accordance with the terms of the notes.

Specifically, upon the occurrence of a "Dilutive Issuance" - the issuance of shares, options, convertible securities, or other rights to acquire common stock at an effective price per share less than the applicable conversion price—the conversion price for outstanding notes is subject to downward adjustment, at the option of the noteholder, to the lower effective price per share of such subsequent issuance.

In addition, the conversion price is adjusted for stock splits, combinations, dividends, recapitalizations, mergers, consolidations, and other similar events which may affect the number of shares issuable upon conversion.

These clauses are intended to protect noteholders from dilution resulting from issuances of securities at lower prices since the date of the note.

The anti-dilution and downround clauses remain in effect as long as the notes are outstanding and apply to all securities issued at an effective price below the then-applicable conversion price.

The Company had $ 108,009 of convertible notes payable outstanding at June 30, 2026, compared to $ 183,873 at June 30, 2025.

Accrued interest related to convertible notes payable amounted to approximately $ 108,678 and $ 247,563 at June 30, 2026 and 2025, respectively.

The $ 108,009 of principal and $ 108,678 of accrued interest outstanding at June 30, 2026 were convertible at a fixed conversion price of $ 121.50 per share into an aggregate of approximately 1,783 shares of common stock;

the potential common shares issuable upon conversion were excluded from the diluted earnings per share computation in Note 2 because their effect was anti-dilutive.

See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of these notes.

For the year ended June 30, 2026, the following summarizes the conversion of debt for common shares:

1800 Diagonal

Labrys Fund II

Convertible Notes Payable

During the year ended June 30, 2025, the total shares issued upon conversion of convertible notes payable at the contractual rate was 63,291,270 with a total principal and interest of $ 257,074 .

During the year ended June 30, 2026, the total shares issued upon conversion of convertible notes payable at the contractual rate was 170,089,806 with a total principal, accrued interest, and conversion expense of $ 317,035 .

The Company recognized interest expense on convertible notes payable of approximately $ 147,327 and $ 241,424 during the fiscal years 2026 and 2025, respectively.

NOTES PAYABLE

The Company had promissory notes aggregating $ 991,567 and $ 777,954 at June 30, 2025 and 2024, respectively.

The related accrued interest amounted to approximately $ 169,600 and $ 288,661 at June 30, 2025 and June 30, 2024, respectively.

The notes payable bear interest at rates ranging from 0 % to 20 % per annum and are payable monthly.

Promissory notes totaling $ 535,000 that are outstanding as of June 30, 2025 have matured, are in default, and remain unpaid.

There is no provision in the note agreements for adjustments to the interest rates on these notes in the event of default.

In July 2024 the Company issued a note totaling $ 50,000 .

The note has a term of one year, and bear interest at 15 %.

In August 2024 the Company issued a note totaling $ 12,000 .

The note has a term of one year, and bear interest at 15 %.

The note includes an original issue discount of $ 2,000 .

In September 2024 the Company issued a note totaling $ 18,000 .

The note has a term of one year, and bear interest at 15 %.

The note includes an original issue discount of $ 3,000 .

In October 2024 the Company issued a note totaling $ 120,000 .

The note has a term of one year, and bear interest at 15 %.

The note includes an original issue discount of $ 20,000 .

In November 2024 the Company issued a note totaling $ 50,000 .

The note has a term of one year, and bear interest at 15 %.

In December 2024 the Company issued two notes totaling $ 112,200 .

The notes have a term of one year, and bears interest at 15 %.

In February 2025 the Company issued a note totaling $ 25,000 .

The note has a term of one year, and bears interest at 15 %.

In March 2025 the Company issued a note totaling $ 25,000 .

The note has a term of one year, and bears interest at 15 %.

In April 2025 the Company issued a note totaling $ 25,000 .

The note has a term of one year, and bears interest at 15 %.

In May 2025 the Company issued two notes totaling $ 87,000 .

The notes have a term of one year, and bears interest at 15 %.

In June 2025 the Company issued a note totaling $ 45,000 .

The note has a term of one year, and bears interest at 15 %.

The Company recognized interest expense on promissory notes payable of approximately $ 131,031 and $ 71,551 .

Notes Payable

The Company had promissory notes with an aggregate face amount of $ 144,600 , net of unamortized discount of $ 22,011 , or $ 122,589 , at June 30, 2026, compared to $ 991,567 , net of unamortized discount, at June 30, 2025.

Related accrued interest amounted to approximately $ 16,438 at June 30, 2026 and $ 170,481 at June 30, 2025.

The notes payable bore interest at rates ranging from 0 % to 18 % per annum and were payable at maturity.

All notes listed below were extinguished prior to June 30, 2026, either through the issuance of Series D Convertible Preferred Stock (see Note 7) or through cash repayment, except for the $ 99,600 note issued in June 2026, which remained outstanding at June 30, 2026 and is presented at $ 77,589 , net of its $ 22,011 unamortized original issue discount, in Notes Payable on the Consolidated Balance Sheets.

In addition to the notes listed below, the Company had separate additional notes totaling $ 45,000 , which are not included in the table below, that also remained outstanding at June 30, 2026 and are presented at their face amount, with no unamortized discount, in Notes Payable on the Consolidated Balance Sheets.

See Note 16 – Subsequent Events for developments after June 30, 2026 affecting certain of the Company’s notes payable.

The difference between the face value of each note and the net cash proceeds received represents the original issue discount (OID).

OIDs were recorded as a contra-liability (debt discount) and amortized to interest expense using the effective interest method over the contractual term of each note.

Amortization of debt discount recognized as interest expense during the fiscal year ended June 30, 2026 was $ 420,524 .

In addition, $ 10,013 of unamortized discount on a promissory note extinguished in the April 2026 Series D exchange was written off and included in the gain on extinguishment of debt (see Note 6 and Note 9).

During fiscal 2026, additions to debt discount included contractual original issue discount, the fair value of commitment shares, the day-one discount associated with derivative features, and $ 7,720 of debt-issuance costs paid in cash.

Issuance Date

Original Issue Discount

Net Cash Proceeds

Interest Rate

November 2025

November 2026

December 2025

December 2026

December 2025

December 2026

VISIUM TECHNOLOGIES, INC.

2 unchanged sentences

ACCRUED INTEREST PAYABLE

Changes in accrued interest payable during the year ended June 30, 2025 and 2024, is as follows:

Changes in accrued interest payable during the years ended June 30, 2026 and 2025 are as follows:

Accrued interest payable beginning

2 unchanged sentences

Conversion of accrued interest into common stock

Write off of accrued interest

Accrued interest extinguished — statute of limitations (Note 9)

Accrued interest forgiven in connection with cash settlement of promissory notes (Note 9)

Accrued interest separately forgiven in connection with Series D exchanges

Accrued interest payable ending

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $ 725,059 as detailed in the following table.

Each of the individual debt instruments were determined to be beyond the statute of limitations and it was determined that the Company has a complete defense to liability related to this debt under the applicable statute of limitations.

For the year ended June 30, 2025 the gain on extinguishment of debt was:

Accrued interest expense

Convertible notes payable

Promissory notes payable

Gain on extinguishment of debt for the year ended June 30, 2025

In connection with the April 2026 exchange of promissory-note and convertible-note principal for Series D Convertible Preferred Stock (see Note 7), the exchanging noteholders separately forgave $ 279,230 of related accrued interest.

The forgiven interest was not consideration for the Series D shares and was recognized as a gain on extinguishment of debt (see Note 9), as summarized below:

Series D shares issued for principal / advances (not interest consideration)

Shares Issued

Gain from Extinguishment of Accrued Interest Payable

Promissory-note principal;

related accrued interest separately forgiven

Convertible-note principal;

related accrued interest separately forgiven

Subtotal — principal exchanges;

related accrued interest separately forgiven

Amounts due to an officer and two former directors

Total Series D shares issued

Interest expense for year ended June 30, 2026 and 2025 was comprised of the following:

2 unchanged sentences

Total interest expense

Interest expense of $ 344,489 for the year ended June 30, 2026 includes $ 316,477 of interest on notes payable and convertible notes payable (see the roll-forward above) and $ 28,012 of other interest expense, including interest on credit card balances, which is expensed as incurred.

STOCKHOLDERS’ DEFICIT

At June 30, 2025, the Company had 3,000,000,000 authorized common shares.

At June 30, 2025, the Company has 368,544,861 common shares issued and outstanding.

Issuances of Common Stock During 2025

During fiscal 2025 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2025 the Company issued 63,291,270 shares of its common stock related to the conversion of $ 265,823 of principal, accrued interest and fees for its convertible notes payable, at an average contract conversion price of $ 0.0042 per share.

Stock Based Compensation

During the year ended June 30, 2025, the Company issued 73,500,000 shares of its common stock as compensation to its directors and officers.

The shares were valued at $ 308,700 , or $ 0.0042 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2025, the Company issued and vested 14,300,000 shares of its $ 0.0001 par value common stock to consultants, as compensation.

The shares were valued at $ 60,860 , or $ 0.00426 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2025, the Company issued 3,500,000 shares of its $ 0.0001 par value common stock to its employees, as compensation.

The shares were valued at $ 14,700 , or $ 0.0042 per share, based on the quoted share price at the time of the transactions.

Issuances of Common Stock During 2024

During fiscal 2024 we issued shares of our common stock as follows:

Convertible Notes Payable

During the year ended June 30, 2024 the Company issued 85,586,379 shares of its common stock related to the conversion of $ 723,784 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.0088 per share, with a cost of $ 28,000 , for a total of $ 751,784 .

The Company has authorized 3,000,000,000 shares of common stock, $ 0.0001 par value per share.

As of June 30, 2026 and 2025, 1,149,509,667 and 368,544,861 shares of common stock were issued and outstanding, respectively.

Issuances of Common Stock – Year Ended June 30, 2026

During the year ended June 30, 2026, the Company issued common stock as follows:

Shares Issued

Aggregate Fair Value / Proceeds

Conversion of convertible notes payable (principal, accrued interest, and fees)

Average contractual conversion price of $ 0.00186 per share

Stock-based compensation – directors and officers

$ 0.0052 per share (quoted market price on grant dates)

Stock-based compensation – employees

$ 0.0043 per share

Stock-based compensation – consultants

$ 0.00478 per share

Equitization of accrued compensation and consulting fees (see Note 13)

$ 132,000 (fair value)

Issued at $ 0.0033 per share to settle $2,834,819 of accrued liabilities;

difference recognized as gain on extinguishment and additional paid-in capital as detailed in Note 13

Sale of common stock for cash

$ 0.00075 per share

Commitment shares issued in connection with financing transactions

Recorded as debt discount and amortized over the related note terms;

the discount was fully amortized by June 30, 2026, including upon repayment or settlement of the related notes.

VISIUM TECHNOLOGIES, INC.

1 unchanged sentence

JUNE 30, 2026 AND 2025

Stock Based Compensation

During the year ended June 30, 2024, the Company issued 60,960,000 shares of its common stock as compensation to its directors and officers.

The shares were valued at $ 646,624 , or $ 0.0106 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 24,742,499 shares of its $ 0.0001 par value common stock to consultants, as compensation.

The shares were valued at $ 463,118 , or $ 0.0187 per share, based on the quoted share price at the time of the transactions.

During the year ended June 30, 2024, the Company issued and vested 12,820,000 shares of its $ 0.0001 par value common stock to its employees, as compensation.

The shares were valued at $ 120,908 , or $ 0.0094 per share, based on the quoted share price at the time of the transactions.

STOCKHOLDERS’ DEFICIT, continued

Issuances of Common Stock – Year Ended June 30, 2025

During the year ended June 30, 2025, the Company issued common stock as follows:

Shares Issued

Aggregate Fair Value / Proceeds

Conversion of convertible notes payable (principal, accrued interest, and fees)

Average contractual conversion price of $0.0042 per share

Stock-based compensation – directors and officers

$ 0.0042 per share

Stock-based compensation – consultants

$ 0.00426 per share

Stock-based compensation – employees

$ 0.0042 per share

Common Stock Warrants

A summary of the status of the Company’s outstanding common stock warrants as of June 30, 2025 and 2024 and changes during the fiscal years ending on these dates is as follows:

In September 2022, in connection with amendments to financing arrangements originally dated February 1, 2022 and February 23, 2022, the Company issued common stock purchase warrants to two investors, Talos Victory Fund, LLC (“Talos”) and FirstFire Global Opportunities Fund (“FirstFire”), each for the purchase of 43,200,000 shares of Common Stock at an initial exercise price of $ 0.001 per share.

The warrants were classified as equity, carried a five-year term expiring in September 2027, and contained anti-dilution provisions, including a price-only reset upon future dilutive issuances of Common Stock or Common Stock equivalents at a price below the then current exercise price, and a separate adjustment to both the exercise price and the number of warrant shares upon consummation of an offering resulting in the listing of the Common Stock on a national securities exchange.

As of June 30, 2025, after adjustments made pursuant to these provisions, each warrant was exercisable for 2,556,213 shares of Common Stock at an exercise price of $ 0.0169 per share ( 5,112,426 shares in the aggregate).

See Note 3 for the Company’s evaluation of the classification of these warrants under ASC 815-40.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

A summary of the Company’s outstanding common stock warrants as of June 30, 2026 and 2025, and changes during those years, is as follows:

Year Ended June 30, 2026

Year Ended June 30, 2025

Weighted Average

Exercise Price

Common Stock Warrants

Number of Warrants

Weighted-Average Exercise Price

Number of Warrants

Weighted-Average Exercise Price

Balance at beginning of year

Granted due to repricing

Balance at end of period

Warrants exercisable at end of period

The following table summarizes information about common stock warrants outstanding at June 30, 2025:

Warrants Outstanding

Warrants Exercisable

Exercise Price

Contractual Life

Preferred Stock

Series A and B, issued and outstanding shares of the Company’s convertible preferred stock have a par value of $ 0.001 .

The Series AA issued and outstanding share of the Company’s convertible preferred stock has a par value of $ 0.0001 .

All classes ranked prior to any class or series of the Company’s common stock as to the distribution of assets upon liquidation, dissolution or winding up of the Company or as to the payment of dividends.

All preferred stock shall have no voting rights except if the subject of such vote would reduce the amount payable to the holders of preferred stock upon liquidation or dissolution of the company and cancel and modify the conversion rights of the holders of preferred stock as defined in the certificate of designations of the respective series of preferred stock.

Acquired and retired / forfeited

( 5,112,426 )

Balance at end of year

Exercisable at end of year

On April 19, 2026, the Company and Talos entered into a Warrant Cancellation Agreement pursuant to which Talos’s warrant, then exercisable for 2,556,213 shares, was cancelled and extinguished in its entirety for no cash or other consideration.

The cancellation was accounted for as an equity transaction with no amount recorded, as no consideration was paid or received.

On April 24, 2026, the Company and FirstFire entered into a Warrant Cancellation Agreement pursuant to which the Company paid FirstFire $ 4,000 in cash, and FirstFire’s warrant, then exercisable for 2,556,213 shares, was cancelled and extinguished in its entirety.

The cancellation was accounted for as an equity transaction, with the $ 4,000 cash payment recorded as a reduction of additional paid-in capital.

The $4,000 cash payment is presented as “Repurchase of warrants” within financing activities in the consolidated statements of cash flows.

No warrants remained outstanding or exercisable as of June 30, 2026.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

STOCKHOLDERS’ DEFICIT, continued

Preferred Stock – Overview and Capitalization Summary

The Company is authorized to issue preferred stock with such designations, rights, and preferences as may be determined from time to time by the Board of Directors.

The following table summarizes the Company’s preferred stock as of June 30, 2026:

Issued & Outstanding June 30, 2026

Issued & Outstanding June 30, 2025

Stated Value per Share

Conversion Ratio / Price

Voting Rights

Liquidation Preference

Series A Convertible Preferred Stock

Fifty million ( 50,000,000 ) shares of preferred stock were designated as a new Series A Preferred stock in April 2016.

The Series A Preferred Stock has a stated value of $ 750 per share.

Each one share of Series A Preferred Stock is convertible into one (1) share of Common Stock.

In the event the Common Stock price per share is lower than $0.10 (ten cents) per share then the Conversion shall be set at $ 0.035 per share.

The Common Stock shares are governed by Lock-Up/Leak-Out Agreements.

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series A Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation.

The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Initial price $ 0.25 ;

no stated value

1:1 (see Series A narrative below )

Parity with other preferred;

senior to Common

Junior to Series D, Series E (if issued), and any expressly senior series;

senior to Series B and Common

Series B Convertible Preferred Stock

Thirty million ( 30,000,000 ) shares of preferred stock were designated as a new Series B Preferred stock in April 2016.

This Series B Preferred Stock has a $ 0.001 par value, and each 5 shares is convertible into one share of the Company’s common stock, with a stated value of $ 375 per share.

In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holder of Series B Preferred Stock shall be entitled to receive, on parity with other Preferred Share Holders, assets of the Corporation available for distribution to the holders of capital stock of the Corporation.

The Series B Preferred Stock shall have priority and preference with respect to any distribution of any of the assets of the Corporation to Common Stock shareholders.

Series C Convertible Preferred Stock

Thirty thousand ( 30,000 ) shares of preferred stock were designated as a new Series C Preferred stock in October 2023.

This new Series C Preferred Stock has a $ 0.001 par value, and has a stated value of $ 100 per share.

The Series C shares are convertible into shares of the Company’s common stock at the price of $ 0.075 per share, subject to customary adjustment, including in the event of certain issuances at a price lower than $0.075 per share, as set forth in the Certificate of Designations for the Series C Preferred.

The shares of the Series C Preferred shall rank (i) senior to the Company’s Common Stock and any other class or series of capital stock of the Company hereafter created, the terms of which specifically provide that such class or series shall rank junior to the Series C Preferred (each of the securities in clause (i) collectively referred to as “Junior Stock”) and (ii) pari passu with the Company’s Series A Preferred Stock, Series B Preferred Stock, Series AA Preferred Stock and any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series C Preferred, in each case as to dividend distributions or distributions of assets upon liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, whether voluntary or involuntary.

Holders of the Series C Preferred will vote together with the holders of the Company’s Common Stock on an as-converted basis on each matter submitted to a vote of holders of Common Stock (whether at a meeting of shareholders or by written consent).

Initial price $ 0.25 ;

no stated value

1 Series B preferred share :

5 common shares

Parity with other preferred;

senior to Common

Junior to Series A, Series D, Series E (if issued), and any expressly senior series;

senior to Common

Series AA Convertible Preferred Stock

In March 2018, the Company authorized and issued one (1) share of Series AA convertible preferred stock which provides for the holder to vote on all matters as a class with the holders of Common Stock and each share of Series AA Convertible Preferred Stock shall be entitled to 51% of the common votes on any matters requiring a shareholder vote of the Company.

Each one share of Series AA Convertible Preferred Stock is convertible into one (1) share of Common Stock.

Mark Lucky, our Chief Executive Officer, is the holder of the one (1) share of Series AA Convertible Preferred Stock.

Class entitled to 51% of votes on all matters

Senior to all other series

Series D Convertible Preferred Stock

Fixed $0.05 per common share (broad-based weighted average anti-dilution)

None (except as required by Florida law;

votes on as converted basis when entitled)

Stated value + accrued dividends

Junior to Series AA and Series E (if issued), and any expressly senior series;

senior to Series A, Series B and Common

Series E Convertible Preferred Stock

Number not fixed

15,000 common shares per preferred share ($0.05 fixed)

As-converted (subject to 4.99% beneficial ownership cap)

Stated value + accrued dividends

Junior to Series AA;

senior to Series D, Series A, Series B and Common

Series G Governing Preferred Stock

0 - (designation withdrawn September 11, 2026)

Not convertible

100,000 votes per share

N/A — designation withdrawn September 11, 2026

Blank-check preferred stock

100,000,100 (remaining after designations, including 100 shares returned from the withdrawn Series G designation)

To be determined

To be determined by Board

VISIUM TECHNOLOGIES, INC.

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JUNE 30, 2026 AND 2025

NOTE 8 - STOCK-BASED COMPENSATION

Series A Convertible Preferred Stock

Twenty million ( 20,000,000 ) shares of preferred stock are designated as Series A Convertible Preferred Stock, par value $ 0.001 per share.

The certificate states an initial price of $ 0.25 per share and no fixed stated value.

Each Series A share is convertible into one share of Common Stock;

the certificate also states that if the Common Stock price is below $ 0.10 per share, conversion is set at $ 0.035 per share.

Series A has no voting rights , is entitled to distributions on parity with other preferred stock as provided in the applicable designations, and is senior to Common Stock with respect to distributions.

Series B Convertible Preferred Stock

Ten million ( 10,000,000 ) shares of preferred stock are designated as Series B Convertible Preferred Stock, par value $ 0.001 per share.

The certificate states an initial price of $ 0.25 per share and no fixed stated value.

Each Series B share is convertible into five shares of Common Stock.

Series B has no voting rights , is entitled to distributions on parity with other preferred stock as provided in the applicable designations, and is senior to Common Stock with respect to distributions.

Series AA Convertible Preferred Stock

In March 2018, the Company authorized and issued one share of Series AA Convertible Preferred Stock.

During the year ended June 30, 2026, the Company amended its articles of incorporation to increase the authorized number of Series AA Convertible Preferred Stock to 100 , and sold three additional shares of Series AA Convertible Preferred Stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, for aggregate proceeds of $ 300,000 .

As of June 30, 2026, four shares of Series AA Convertible Preferred Stock were issued and outstanding (one held by the Company’s Chief Financial Officer and three held by PT Smart Green Technologies).

The Series AA Convertible Preferred Stock, voting as a class, is entitled in the aggregate to 51 % of the votes on any matter submitted to a shareholder vote, regardless of the number of shares of common stock outstanding.

Each share is convertible into one share of common stock .

The $ 300,000 of proceeds from the three shares sold during fiscal 2026 was credited to additional paid-in capital because the aggregate par value of the shares is de minimis.

See Item 12 for beneficial ownership and voting control.

Series D Convertible Preferred Stock (Temporary / Mezzanine Equity)

In April 2026, the Company issued an aggregate of 1,444,859 shares of Series D Convertible Preferred Stock, $ 0.001 par value per share, 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 (see Notes 5, 6 and 12).

Related accrued interest of $ 279,230 was separately forgiven and was not consideration for the Series D shares.

The Series D shares were recorded at their aggregate fair value of $ 83,802 , as described below, rather than at their $ 1,444,859 aggregate stated value.

On September 21, 2026, after year-end, 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).

The Series D Convertible Preferred Stock was created pursuant to a Certificate of Designation adopted by the Board of Directors on April 14, 2026, executed on April 14, 2026 and filed with the Florida Department of State on April 16, 2026, designating 2,000,000 shares with a par value of $ 0.001 per share and a stated value of $ 1.00 per share.

The Series D ranks junior to the Series AA Convertible Preferred Stock and Series E Convertible Preferred Stock, if issued, and senior to Common Stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock.

Holders are entitled to cumulative dividends at 3 % per annum on the stated value, payable quarterly in cash or, at the Company’s option, in additional shares of Series D Convertible Preferred Stock.

Accrued and unpaid dividends are payable upon conversion, redemption, or liquidation.

Upon liquidation, holders are entitled to a non-participating preference equal to the stated value plus accrued and unpaid dividends, in preference to Common Stock.

Each share is convertible at the holder’s option at any time into shares of Common Stock at a fixed conversion price of $ 0.05 per share (subject to broad-based weighted-average anti-dilution adjustment).

As a result, the 1,444,859 shares outstanding as of June 30, 2026 are convertible into approximately 28,897,180 shares of Common Stock before giving effect to accrued dividends.

Holders have no general voting rights except as required by Florida law and vote together with Common Stock on an as-converted basis when entitled to vote.

The Company may redeem the Series D Convertible Preferred Stock at 103% of stated value plus accrued dividends upon a Qualifying Transaction (generally a financing or change-of-control transaction with a value of at least $10,000,000).

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

Fair Value Measurement of Series D Convertible Preferred Stock Issued in Debt Exchanges

Management measured the fair value of the Series D Convertible Preferred Stock issued in the April 2026 debt-for-equity exchanges described above at $0.058 per share, or $ 83,802 in the aggregate for the 1,444,859 shares issued.

Because the Series D Convertible Preferred Stock does not trade in an active market, management used a conversion-parity methodology:

the Series D’s $1.00 stated value divided by its $0.05 fixed conversion price yields 20 shares of common stock per Series D share, and that ratio was multiplied by the volume-weighted average price of the Company’s common stock for the measurement period ($0.0029 per common share) ($1.00 / $0.05 x $0.0029 = $0.058) .

Management considered the Series D’s cumulative dividend, non-participating liquidation preference, anti-dilution protection, and issuer-controlled redemption right, and concluded that none of these features warranted a separately measurable premium or discount to conversion parity as of the measurement date.

Because this measurement relies on an unobservable assessment of the Series D’s preferential rights, management has classified it within Level 3 of the fair value hierarchy (see Note 15).

The $ 83,802 aggregate fair value was allocated $ 1,445 to Series D par value and $ 82,357 to additional paid-in capital within temporary equity (mezzanine APIC).

Of the 363,359 shares issued in settlement of $ 363,359 of advances and unreimbursed expenses, 4,200 shares were issued to Mark Lucky, the Company’s Chief Financial Officer and a director;

the $ 3,956 excess of the $ 4,200 owed to him over the $ 244 fair value of the Series D shares issued to him was recognized as a capital contribution to additional paid-in capital, consistent with the related-party nature of that settlement (see Note 12).

The remaining 359,159 shares were issued to Thomas Grbelja ( 351,159 shares) and Paul Favata ( 8,000 shares), who had resigned as directors on April 7, 2026 and were not related parties of the Company on April 16, 2026, the date on which the terms of their exchanges were agreed, the exchange agreements were signed and the Series D shares were issued;

the $ 338,328 excess of the $ 359,159 owed to them over the $ 20,831 fair value of the Series D shares issued to them was recognized as a gain on extinguishment of debt (see Note 9).

For the promissory-note and convertible-note holders (unrelated third parties), the excess of the $ 1,081,500 carrying amount of principal extinguished over the $ 62,727 fair value of Series D shares issued to them, together with separately forgiven related accrued interest, was recognized as a gain on extinguishment of debt (see Note 9).

Accounting Classification and Measurement

The Series D Convertible Preferred Stock is classified as temporary (mezzanine) equity in accordance with ASC 480-10-S99-3A because, under Section 5 of the Certificate of Designation, the Liquidation Preference (stated value plus accrued and unpaid dividends) becomes payable upon a Deemed Liquidation Event, such as a merger, sale of the Company or sale of substantially all of its assets, which could occur as a result of events that are not solely within the control of the Company.

The Series D is not classified as a liability under ASC 480-10-25 because it has no mandatory redemption date, the holders have no right to require redemption, and the Company’s right to redeem the Series D at 103% of stated value plus accrued and unpaid dividends following a Qualifying Transaction (a financing or change-of-control transaction valued at $10 million or more) is exercisable solely at the Company’s option .

As of June 30, 2026, the Series D was not currently redeemable and a Deemed Liquidation Event was not probable;

accordingly, the Company has not remeasured the carrying amount of the Series D from its $83,802 issuance-date fair value (see the fair value measurement discussion above) to its Liquidation Preference of $ 1,453,766 (stated value of $ 1,444,859 plus $ 8,907 of accrued and unpaid dividends).

Management will reassess at each reporting date whether a redemption event has become probable and, if so, will remeasure the carrying amount in accordance with ASC 480-10-S99-3A.

Cumulative dividends of $ 8,907 had accrued as of June 30, 2026, calculated daily over the 75 days from the April 16, 2026 issuance date through June 30, 2026, but had not been declared by the Board of Directors.

Because the dividends remain undeclared and the Series D is not mandatorily redeemable, no liability or interest expense has been recognized for the undeclared dividends;

the undeclared dividends are reflected only in the computation of net income attributable to common stockholders.

As of June 30, 2026, cumulative undeclared dividends on the Series D Convertible Preferred Stock totaled $ 8,907 .

A roll-forward of the cumulative undeclared dividends is as follows:

Balance at April 16, 2026 (issuance date)

Dividends accrued (3% per annum on stated value;

75 days from the April 16, 2026 issuance date)

Dividends declared

Balance at June 30, 2026

Potential Dilution from Outstanding Convertible Securities and Preferred Stock

As of June 30, 2026, the Company’s outstanding Series A and Series B Convertible Preferred Stock ( 20,630,690 common shares in the aggregate), Series AA Convertible Preferred Stock ( 4 common shares), Series D Convertible Preferred Stock ( 28,897,180 common shares) and convertible notes payable (approximately 1,783 common shares) were convertible into an aggregate of approximately 49,529,657 shares of common stock, before giving effect to accrued Series D dividends or anti-dilution adjustments.

No warrants or stock options were outstanding at June 30, 2026.

See Note 2 for the related earnings-per-share computation and Note 16 for the September 21, 2026 Series D exchange.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

Series E Convertible Preferred Stock

In April 2026, in connection with the proposed acquisition of ConnexUS AI Inc.

(see Note 10), the Company authorized a new series of preferred stock designated as Series E Convertible Preferred Stock pursuant to a Certificate of Designation filed with the Florida Department of State on April 16, 2026.

The Series E has a par value of $ 0.001 per share and a stated value of $ 750 per share, ranks senior to Common Stock and all other preferred stock other than the Series AA, and carries cumulative dividends of 8 % per annum, compounded quarterly, payable in cash or, at the Company’s option, in additional shares of Series E.

Each share is convertible at the holder’s option into 15,000 shares of Common Stock (a fixed conversion price of $ 0.05 per share), with no price-based anti-dilution protection.

Voting is on an as converted basis together with Common Stock, subject to a 4.99% beneficial ownership cap per holder.

The Company has a call right to redeem outstanding shares at 103% of stated value plus accrued dividends following a Qualifying Transaction.

The Certificate of Designation left the total number of authorized Series E shares to be fixed by a further Board resolution immediately prior to the closing of the ConnexUS AI transaction, calibrated so that Series E would represent approximately 40 % of the Company’s fully diluted equity immediately after closing.

Because that transaction did not close, the Board never fixed the number of authorized shares of Series E Convertible Preferred Stock.

No shares of Series E were ever issued, and none are outstanding as of June 30, 2026.

The designation remains on file with the Florida Department of State.

The Board of Directors could in the future fix a share count and authorize the issuance of Series E Convertible Preferred Stock without further shareholder approval, which, given its terms, could result in substantial dilution to holders of the Company’s common stock (see Item 1A – Risk Factors).

Series G Governing Preferred Stock (Withdrawn)

On April 14, 2026, the Board of Directors adopted a Certificate of Designation authorizing 100 shares of Series G Governing Preferred Stock, par value $ 0.001 per share, carrying 100,000 votes per share and purporting to require the prior written consent of its holders before certain actions could be taken with respect to the Series A and Series B Convertible Preferred Stock.

That certificate was filed with the Florida Department of State on April 16, 2026.

The Company’s Current Report on Form 8-K filed April 16, 2026 stated that four shares of Series G Governing Preferred Stock had been issued to certain holders of Series AA Convertible Preferred Stock and/or affiliates of the Company.

After review of the Company’s stock ledger, minute book, and related corporate records, the Board determined that no shares of Series G Governing Preferred Stock were in fact issued or outstanding at any time, that no consideration was received, and that the statement in the April 16, 2026 Form 8-K was incorrect.

The Company filed a Current Report on Form 8-K/A on September 11, 2026 to correct that statement.

On September 11, 2026, the Board adopted, and the Company filed with the Florida Department of State, Articles of Amendment deleting the Certificate of Designation of Series G Governing Preferred Stock in its entirety pursuant to Section 607.1002(5) of the Florida Business Corporation Act, and reported that action on a Current Report on Form 8-K.

No shares of Series G Governing Preferred Stock are authorized, issued, or outstanding as of the date of this Annual Report, and the Series G Certificate is of no further force or effect.

The 100 shares formerly designated as Series G Governing Preferred Stock returned to the status of authorized but unissued preferred stock, undesignated as to series.

The Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock remain outstanding on the terms of their respective, unaltered Certificates of Designation and were not amended, subordinated, redeemed, or otherwise affected by the Series G Certificate or by its withdrawal.

Management has concluded that the withdrawal does not require restatement of previously issued financial statements and does not give rise to a gain or loss, as no shares of Series G Governing Preferred Stock were ever issued or carried on the Company’s books.

Blank-Check Preferred Stock

The Company has authorized approximately 100,000,100 shares of “blank-check” preferred stock (remaining after the specific series designations above), which includes 100 shares previously designated as Series G Governing Preferred Stock that returned to undesignated status upon the Board’s withdrawal of that designation on September 11, 2026 (see “Series G Governing Preferred Stock (Withdrawn)” above).

The Board of Directors may designate additional series of preferred stock from this authorization without further shareholder approval.

Any such series could carry conversion, dividend, liquidation, or voting rights that adversely affect, or substantially dilute, the holders of the Company’s common stock.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

STOCK-BASED COMPENSATION

The Company adopted an Incentive Stock Plan on April 18, 2021.

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Upon exercise, shares of new common stock are issued by the Company.

Under the 2021 Stock Incentive Plan, the Company has issued options to purchase 2,222 shares at an average price of $ 27.00 with a fair value of $ 0.00 .

For the years ended June 30, 2025 and 2024, the Company did not issue any options to purchase shares.

The 2,222 stock options outstanding as of June 30, 2025 expired unexercised during the year ended June 30, 2026 in accordance with their original terms.

No options were outstanding as of June 30, 2026.

Under the 2021 Stock Incentive Plan, no options to purchase shares were issued during the years ended June 30, 2026 and 2025.

Upon exercise, shares of new common stock are issued by the Company.

For the years ended June 30, 2025 and 2024, the Company recognized an expense of approximately $ 0 and $ 0 , respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a binomial option pricing model with the following inputs:

exercise price, dividend yields, risk-free interest rate, and expected annual volatility.

As of June 30, 2025, the Company had approximately $ 0 of unrecognized pre-tax non-cash compensation expense.

The Company used straight-line amortization of compensation expense over the one-year requisite service or vesting period of the grant.

The Company recognizes forfeitures as they occur.

There are options to purchase approximately 2,222 shares that have vested as of June 30, 2025.

The Company uses a binomial option pricing model to estimate the fair value of its stock option awards and warrant issuances.

The calculation of the fair value of the awards using the binomial option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:

Year ended June 30,

Expected volatility

Expected term

Risk-free interest rate

Forfeiture Rate

Expected dividend yield

The expected volatility was determined with reference to the historical volatility of the Company’s stock.

The Company uses historical data to estimate option exercise and employee termination within the valuation model.

The expected term of options granted represents the period of time that options granted are expected to be outstanding.

The risk-free interest rate for periods within the contractual life of the option is based on the U.S.

Treasury rate in effect at the time of grant.

For the years ended June 30, 2026 and 2025, the Company recognized $ 0 of non-cash stock option compensation expense, as no stock options were granted, exercised, or outstanding-and-vesting during either period.

As of June 30, 2026, the Company had no unrecognized pre-tax non-cash stock option compensation expense.

When options are granted, the Company estimates their fair value using a binomial option pricing model, uses straight-line amortization of compensation expense over the requisite service or vesting period of the grant, and recognizes forfeitures as they occur.

A summary of the status of the Company’s outstanding stock options As of June 30, 2026 and 2025 and changes during the periods ending on that date is as follows:

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Options exercisable at end of year

The following table summarizes information about employee stock options outstanding at June 30, 2025:

Outstanding Options

Vested Options

Range of Exercise Price

Outstanding options

Restricted Stock Awards

Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse.

The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares.

The value of stock awards that vest over time was established by the market price on the date of its grant.

Please refer to Note 6 for a description of the restricted stock awards granted during the fiscal year and the expense of these awards.

See Note 7 for the restricted stock awards granted during fiscal 2026 and 2025 and the related expense.

A summary of the Company’s restricted stock activity for the year ended June 30, 2026 and 2025 is presented in the following table:

6 unchanged sentences

Unvested at end of period

Unrecognized compensation expense related to outstanding restricted stock awards to consultants as of June 30, 2025 was $ 0 .

Unrecognized compensation expense related to outstanding restricted stock awards as of June 30, 2026 was $ 0 .

All restricted stock awards granted during the years ended June 30, 2026 and 2025 vested immediately upon grant;

accordingly, no forfeiture-rate assumption was applied in measuring compensation cost for those awards, and no unvested awards were outstanding at either year-end.

VISIUM TECHNOLOGIES, INC.

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JUNE 30, 2026 AND 2025

GAIN/(LOSS) ON EXTINGUISHMENT OF DEBT

In July 2024 the Company obtained a legal opinion to extinguish aged debt totaling $ 725,059 as detailed in the following table.

For the year ended June 30, 2025 the gain on extinguishment of debt was:

GAIN ON EXTINGUISHMENT OF DEBT

During the year ended June 30, 2026, the Company recognized an aggregate gain on extinguishment of debt of $ 2,923,004 .

The gain arose from eight distinct transactions or determinations, each accounted for in accordance with ASC 405-20, Extinguishments of Liabilities, and ASC 470-50, Debt — Modifications and Extinguishments, as applicable.

The components are summarized in the following table:

Gain on equitization of accrued salaries and consulting fees — 40,000,000 shares of common stock issued at $0.0033 per share to settle $2,834,819 of accrued liabilities

Gain on extinguishment — promissory-note principal (Series D exchange, fair value basis)

Gain on extinguishment — convertible-note principal (Series D exchange, fair value basis)

Gain on extinguishment — advances from former directors (Series D exchange, fair value basis)

Gain on separately forgiven accrued interest payable (Series D transactions)

Loss on write-off of unamortized debt discount (Series D exchange)

Gain on extinguishment of note payable

Gain on settlement of vendor payables

Total gain on extinguishment of debt

The components relating to the Series D Convertible Preferred Stock exchanges and the equitization of accrued compensation are described in detail in Note 6, Note 7, and Note 13.

The remaining two components, relating to negotiated cash settlements of debt at a discount, are described below.

Gain on Extinguishment of Note Payable — Cash Settlement at a Discount — $ 26,584

During the year ended June 30, 2026, the Company negotiated a settlement with Labrys Fund II, L.P., the holder of two promissory notes issued by the Company (see Note 5).

The aggregate carrying value of the notes, consisting of principal of $ 114,431 , accrued interest of $ 4,901 and accrued default penalties of $ 57,252 , was $ 176,584 at the time of settlement.

The Company and Labrys Fund II, L.P.

agreed to extinguish the obligations in full for a lump-sum cash payment of $ 150,000 , representing a discount of $ 26,584 to the carrying value, pursuant to a Settlement and Mutual Release Agreement dated April 10, 2026 (see Exhibit 10.42).

Upon receipt of the $ 150,000 payment, Labrys Fund II, L.P.

provided a full release of all claims under the notes.

In accordance with ASC 470-50-40, the Company recognized a gain on extinguishment of debt of $ 26,584 , representing the difference between the carrying amount of the extinguished liability ($ 176,584 ) and the reacquisition price ($ 150,000 ).

The gain is included within the caption "Gain on extinguishment of debt" in the consolidated statement of operations for the year ended June 30, 2026.

In the consolidated statement of cash flows, the portion of the $ 150,000 payment applied to accrued interest is included in operating activities and the remainder is included in "Repayment of notes payable and convertible notes payable" within financing activities.

Gain on Settlement of Vendor Payables — Cash Settlement at a Discount — $ 22,023

During the year ended June 30, 2026, the Company negotiated settlements with certain unrelated third-party vendors with respect to outstanding trade payables.

The aggregate carrying value of the settled payables was $ 42,023 .

The Company reached negotiated agreements with these vendors to settle all outstanding obligations in full for aggregate cash payments of $ 20,000 , representing a discount of $ 22,023 to the carrying value.

Upon payment, the vendors provided full releases of all claims.

In accordance with ASC 405-20-40-1, the Company derecognized the settled liabilities upon legal release and recognized a gain of $ 22,023 , representing the difference between the carrying amount of the extinguished payables ($ 42,023 ) and the aggregate settlement payments ($ 20,000 ).

The gain is included within the caption "Gain on extinguishment of debt" in the consolidated statement of operations for the year ended June 30, 2026.

None of the vendors involved in these settlements were related parties.

During the year ended June 30, 2025, the Company obtained a legal opinion concluding that certain aged debt instruments were beyond the applicable statute of limitations and that the Company had a complete defense to liability with respect to those obligations.

Based on that legal opinion, the Company recognized a gain on extinguishment of debt of $ 725,059 , comprised of the following:

Accrued interest expense

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Gain on extinguishment of debt for the year ended June 30, 2025

During the year ended June 30, 2024 we recorded a loss on the conversion of convertible note totaling $ 21,141 , which is recorded in the Consolidated Statement of Operations as loss on extinguishment of debt.

A recap of the Loss on extinguishment of debt in fiscal 2024 follows:

Loss on extinguishment of debt related to note conversions

The Company has not filed its corporate tax returns since fiscal 2008.

Due to recurring losses, the Company’s tax provision for the years ended June 30, 2025 and 2024 was $ 0 .

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

Statutory federal rate

State income tax rate, net of federal benefit

Permanent differences, including stock-based compensation

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

PROPOSED ACQUISITION OF CONNEXUS AI AND OTHER TERMINATED TRANSACTION

Proposed Acquisition of ConnexUS AI

During fiscal 2026, the Company entered into a non-binding Letter of Intent and related agreements contemplating the acquisition of ConnexUS AI Inc.

The proposed transaction was intended to expand the Company's artificial intelligence product offerings and remained subject to negotiation and execution of definitive agreements, satisfaction of customary closing conditions, and completion of due diligence.

In connection with the proposed transaction, the Company advanced $ 199,115 ( $134,173 before and $64,942 after April 27, 2026, the date on which Cheddi Rai, the holder of approximately 25.5% of the equity of ConnexUS AI Inc., became the Company’s Chief Operating Officer and Chief Technology Officer ;

see Note 12) to support development activities and other operating expenditures associated with the contemplated business combination.

On June 8, 2026, the Board of Directors determined that the proposed acquisition would not be consummated, and the parties entered into a Mutual Release, Settlement and Termination Agreement terminating all transaction documents and providing mutual releases.

Under the settlement, the Company retained no ownership interest in ConnexUS AI or its intellectual property, and no reimbursement of the advances was required.

Accordingly, the Company recognized a charge of $ 199,115 during the year ended June 30, 2026, representing the write-off of amounts advanced in connection with the terminated transaction, presented as “Loss on terminated strategic acquisition initiative” within Other Income (Expense) in the consolidated statement of operations.

No asset related to the proposed acquisition remained on the Company's balance sheet as of June 30, 2026.

No shares of Series E Convertible Preferred Stock or Series G Governing Preferred Stock were issued in connection with the proposed transaction.

See Note 7 for the terms of

the Series E Convertible Preferred Stock designation, which remains on file with the Florida Department of State, and for the withdrawal of the Series G Governing Preferred Stock designation on September 11, 2026.

Write-off of Advance for Proposed Financing

Separately, and unrelated to the proposed acquisition of ConnexUS AI Inc.

described above, during the year ended June 30, 2026, the Company paid a $ 10,000 fee to a prospective lender in connection with a proposed loan financing that was never consummated.

Under the terms of the arrangement, the fee was refundable to the Company if the financing did not close;

however, the prospective lender did not return the funds.

Having determined that recovery of the $ 10,000 advance is not probable, the Company wrote off the related receivable and recognized a loss of $ 10,000 during the year ended June 30, 2026, presented as “Loss on write-off of advance for proposed financing” within Other Income (Expense) in the consolidated statement of operations.

No asset related to this proposed financing remained on the Company's balance sheet as of June 30, 2026.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

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.

As a result of recurring losses, the Company recorded no net current or deferred income tax provision or benefit for the years ended June 30, 2026 and 2025.

The $ 2,923,004 gain on extinguishment of debt is cancellation-of-indebtedness income unless excluded.

Exclusion under Internal Revenue Code Section 108 is available only to the extent of insolvency (or another statutory exclusion), and any excluded amount reduces tax attributes, principally net operating loss carryforwards, under Section 108(b).

The related-party equitization with Mr.

Lucky may be treated as a contribution to capital under Section 108(e)(6) rather than as taxable cancellation-of indebtedness income.

The rate reconciliation presents the gain as a non-taxable permanent item and does not reduce the disclosed net operating loss carryforward for attribute reduction, because the insolvency exclusion and the related attribute reduction have not been quantified.

The gross deferred tax asset may therefore be overstated.

The asset is fully reserved, so quantification would not change net deferred tax assets, income tax expense, or net income.

Management has not recorded an uncertain-tax-position liability for this item.

Components of Income (Loss) Before Income Taxes and Income Tax Provision (Benefit)

The Company conducts all of its operations in the United States and has no operations in any foreign jurisdiction.

Accordingly, all of the Company’s income (loss) before income taxes was attributable to domestic operations, consisting of income before income taxes of $ 856,102 for the year ended June 30, 2026 and a loss before income taxes of $ 1,341,979 for the year ended June 30, 2025, with no foreign component in either year.

The components of the income tax provision (benefit), disaggregated between current and deferred and among federal, state, and foreign jurisdictions, are as follows:

Year Ended June 30, 2026

Year Ended June 30, 2025

Total current

Total deferred

Total income tax provision (benefit)

No current federal or state income tax was provided in either year because the Company generated a taxable loss in each year (see “Reconciliation of Book Income (Loss) to Taxable Loss” below), and no foreign income tax was provided because the Company has no foreign operations.

The deferred income tax benefit attributable to the increase in the Company’s net operating loss carryforwards was fully offset by a corresponding increase in the valuation allowance, resulting in no net deferred income tax provision or benefit in either year.

Reconciliation of Statutory Rate to Effective Rate

A reconciliation of income tax benefit computed at the federal statutory rate to the Company's income tax provision is as follows:

Year Ended June 30, 2026

Year Ended June 30, 2025

Expected (provision) benefit at the U.S.

federal statutory rate

$ ( 179,781 )

State and local income taxes, net of federal benefit

Foreign tax differential

Non-deductible amortization of debt discount

Non-taxable change in fair value of derivative liabilities

Non-deductible stock-based compensation

Non-taxable gain on extinguishment and settlement of debt

Non-deductible expenses and other

True-up of prior-year net operating loss estimate

Change in valuation allowance

Effective tax rate

At June 30, 2025 and 2024 the Company’s deferred tax assets were as follows:

Income tax provision

Percentages are expressed as a percentage of the Company’s income before income taxes of $856,102 for the year ended June 30, 2026 and loss before income taxes of $1,341,979 for the year ended June 30, 2025.

Amounts shown as benefits are presented as positive figures.

Amounts in the rate reconciliation are presented in whole dollars, and percentages are rounded to one decimal place so that each column sums to the effective rate;

the fiscal 2026 percentage for the non-taxable change in fair value of derivative liabilities (6.66%) is presented as 6.6% and the fiscal 2025 percentage for the non-taxable gain on extinguishment (11.35%) is presented as 11.4% for that purpose.

The fiscal 2025 true-up of the prior-year net operating loss estimate of $56,638 represents the difference between the $403,000 increase in the deferred tax asset for net operating loss carryforwards during fiscal 2025 (from $8,416,000 at June 30, 2024 to $8,819,000 at June 30, 2025) and the $346,362 tax effect of the fiscal 2025 taxable loss presented above ;

the true-up was fully offset by a corresponding increase in the valuation allowance and had no effect on the income tax provision.

The unusually large percentage impact of individual reconciling items in the year ended June 30, 2026 results from the pre-tax book income reported in that year being driven primarily by a large non-taxable gain, rather than by ordinary operating results, relative to the magnitude of the underlying book-to-tax differences.

As described in Note 9, the Company recognized a gain on extinguishment of debt of $2,923,004 during fiscal 2026, which more than offset an operating loss of $ 1,364,165 and produced pre-tax book income of $ 856,102 .

Because that gain is not taxable, it is removed in determining taxable income, with the result that the Company continues to generate a taxable loss of $ 1,565,619 for the year despite reporting book income.

Reconciliation of Book Income (Loss) to Taxable Loss

Net income (loss) per books

$ ( 1,341,979 )

Permanent differences:

Amortization of debt discount

Change in fair value of derivative liabilities

Stock-based compensation

Gain on extinguishment and settlement of debt

( 2,923,004 )

Total permanent differences

( 2,421,721 )

( 1,565,619 )

$ ( 1,649,345 )

Income Taxes Paid

Income taxes paid, net of refunds received, were $0 for each of the years ended June 30, 2026 and 2025;

no income taxes were paid to any federal, state, or foreign jurisdiction in either year.

Deferred Tax Assets

Significant components of the Company's deferred tax assets are as follows:

June 30, 2026

June 30, 2025

Tax benefit of net operating loss carry forward

Net operating loss carryforwards

Total deferred tax assets

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Net deferred tax assets

As of June 30, 2025, the Company had unused net operating loss carry forwards of approximately $ 42.0 million available to reduce future federal taxable income.

Net operating loss carryforwards expire through fiscal years ending 2041 .

Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership).

The deferred tax asset related to net operating loss (“NOL”) carryforwards was calculated using the federal statutory rate of 21 % applied to the Company’s estimated cumulative federal NOLs of approximately $ 43.56 million as of June 30, 2026 and approximately $ 42.0 million as of June 30, 2025.

The increase in the valuation allowance during the year ended June 30, 2026 was $ 328,780 .

As of June 30, 2026, the Company had estimated federal NOL carryforwards of approximately $43.56 million.

NOLs generated in tax years beginning before January 1, 2018 expire in various years through fiscal 2037.

NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely but are subject to the 80% of taxable income limitation under the Tax Cuts and Jobs Act.

Critical Uncertainties Affecting NOL Realization

The Company’s ability to utilize its NOL carryforwards is subject to significant uncertainty for the following reasons:

Unfiled Tax Returns — The Company has not filed federal or state income tax returns since fiscal 2008.

The failure to file returns may result in the assessment of penalties and interest, potential disallowance or limitation of NOL carryforwards, and examination by taxing authorities for all open years.

When historical returns are filed, they will remain subject to examination for at least three years after the filing date.

Section 382 Ownership Changes — Internal Revenue Code Section 382 limits the annual utilization of NOL carryforwards following an ownership change (generally a greater than 50% change in ownership over a three-year testing period).

The Company has experienced multiple ownership changes in the past and may experience additional ownership changes in the future as a result of equity issuances.

Any such ownership change could materially limit the Company’s ability to use its NOL carryforwards.

Full Valuation Allowance — Because of the Company’s history of losses, the absence of taxable income in recent years, the unfiled-return status, and the potential Section 382 limitations, management has concluded that it is more likely than not that the deferred tax assets will not be realized.

Accordingly, a full valuation allowance has been recorded against all deferred tax assets.

The Company has no uncertain tax positions that require recognition of a liability under ASC 740-10.

No accrual has been recorded for potential penalties or interest related to the unfiled returns because the amount of any such exposure cannot currently be reasonably estimated.

Management intends to develop a plan to become current with its federal and state filing obligations;

however, as of the date of these financial statements no definitive timeline has been established.

The Company remains subject to examination by the Internal Revenue Service and state taxing authorities for all tax years beginning with fiscal 2008 due to the non-filing of returns.

VISIUM TECHNOLOGIES, INC.

1 unchanged sentence

JUNE 30, 2026 AND 2025

INCOME TAXES, continued

The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits.

Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382.

Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain.

The Company’s valuation allowance at June 30, 2025 and 2024 was $ 88,199,000 and $ 8,416,000 , respectively.

The change in the valuation allowance during the year ended June 30, 2025 was an increase of approximately $ 403,000 .

The Company has no uncertain tax positions that require the Company to record a liability.

The Company had no accrued penalties and interest related to taxes as of June 30, 2025.

RELATED PARTY TRANSACTIONS

Equity transactions with related parties are described in Note 7.

Equity transactions with related parties are described in Note 7, including the sale of 500,000,000 shares of common stock to PT Smart Green Technologies for $ 375,000 during fiscal 2026;

the sale of three Series AA Convertible Preferred Stock shares to PT Smart Green Technologies for $ 300,000 ;

the issuance of Series D Convertible Preferred Stock to an officer and two former directors;

and, as described in Note 16 — Subsequent Events, the August 2026 sale of common stock to PT Smart Green Technologies.

PT Smart Green Technologies is an affiliate of the Company by virtue of its ownership interest and is controlled by Dr.

Niclas Adler.

In April 2026, the Company settled $ 1,526,096 of accrued salary owed to Mark B.

Lucky, the Company’s Chief Financial Officer and a director, through the issuance of 21,623,056 shares of common stock with a fair value of $ 71,356 ;

the $ 1,454,740 excess of the accrued salary settled over the fair value of the shares was recorded as a capital contribution to additional paid-in capital (see Note 13).

On April 2, 2026, the Company paid Mr.

Lucky a $ 10,000 deal fee and paid Paul R.

Taylor, before his appointment as Chairman and Chief Executive Officer, a $ 25,000 reorganization fee, each of which was recorded as consulting expense.

During the three months ended June 30, 2026, the Company paid Mr.

Taylor $ 60,000 of salary, which exceeded the $ 52,468 of salary earned under his employment agreement through June 30, 2026 by $ 7,532 .

The $7,532 excess was recognized as compensation expense for the year ended June 30, 2026.

Taylor’s July 2026 salary was reduced by the same amount.

In April 2026, the Company issued 363,359 shares of Series D Convertible Preferred Stock to an officer and two former directors in settlement of amounts due to them for working capital advances and unreimbursed out-of-pocket expenses (Thomas Grbelja, 351,159 shares;

Paul Favata, 8,000 shares;

and Mark Lucky, 4,200 shares) (see Note 6 – Accrued Interest Payable and Note 7 – Stockholders’ Deficit).

The $ 3,956 excess of the $ 4,200 owed to Mr.

Lucky over the fair value of the Series D Convertible Preferred Stock issued to him was recognized as a capital contribution to additional paid-in capital.

Because Messrs.

Grbelja and Favata had resigned as directors on April 7, 2026 and were not related parties of the Company on April 16, 2026, the date on which the terms of their exchanges were agreed and the exchange agreements were signed, the $ 338,328 excess of the $ 359,159 owed to them over the $ 20,831 fair value of the Series D Convertible Preferred Stock issued to them was recognized as a gain on extinguishment of debt (see Note 7 and Note 9).

Because Messrs.

Grbelja and Favata served as directors during fiscal 2026, these transactions are also described in Item 13.

From time to time we have borrowed operating funds from Mr.

Mark Lucky, our Chief Executive Officer and from certain Directors, for working capital.

Mark Lucky, our Chief Financial Officer and from certain Directors, for working capital.

The advances were payable upon demand and were interest free.

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Lucky is owed $ 3,754 for out-of-pocket expenses as of June 30, 2026, which is included on the balance sheet in Accounts payable and accrued expenses.

NOTE 12 - ACCRUED COMPENSATION

Between April 27, 2026 and June 8, 2026, while Cheddi Rai, the holder of approximately 25.5 % of the equity of ConnexUS AI Inc., served as the Company’s Chief Operating Officer and Chief Technology Officer, the Company advanced $ 64,942 to ConnexUS AI Inc.

in connection with the proposed acquisition described in Note 10.

These advances, together with $ 134,173 advanced before Mr.

Rai’s appointment, were written off upon termination of the proposed transaction on June 8, 2026.

ACCRUED COMPENSATION

Accrued compensation consists of the following at:

1 unchanged sentence

Accrued compensation - staff

At June 30, 2026, accrued compensation was $ 89,158 , consisting of $ 23,333 attributable to officers and $ 65,825 attributable to staff.

The employees and the consultant who received common stock in the fiscal 2026 equitization were not executive officers or directors of the Company.

The related gain remains in earnings.

Settlement of Accrued Compensation and Other Obligations Through Issuance of Common Stock

During fiscal 2026, as part of the Company's efforts to reduce its outstanding debt and accrued obligations, the Company issued an aggregate of 40,000,000 shares of its common stock to certain consultants and employees and to Mark B.

Lucky, the Company’s Chief Financial Officer and director, in settlement of accrued salaries, compensation and other amounts due totaling $ 2,834,819 .

The shares were issued at a then-prevailing fair value of $ 0.0033 per share, resulting in an aggregate fair value of $ 132,000 .

The accounting treatment of the transactions differed based on the capacity in which the recipients held their claims against the Company.

The amounts attributable to consultants and employees were accounted for as the settlement of previously accrued obligations, with the difference between the carrying amount of the obligations settled and the fair value of the common stock issued recognized as a gain on the settlement of such obligations.

In contrast, the amount attributable to Mr.

Lucky was accounted for as a capital transaction in accordance with the principles of ASC 470-50-40-2, which provides that extinguishment transactions between related parties may, in substance, be capital transactions.

Accordingly, the excess of the carrying amount of the obligations settled over the fair value of the common stock issued to Mr.

Lucky was treated as a capital contribution and credited to additional paid-in capital ("APIC"), rather than recognized as a gain in the Company's statement of operations.

The following table summarizes these transactions:

Shares Issued

Fair Value Per Share

Fair Value of Shares

Accrued Obligations Settled

Gain on Settlement

Capital Contribution / APIC

Mark Lucky, CFO and Director

The Company determined the fair value of the common stock issued based on the then-prevailing market price of its common stock.

The aggregate $ 1,248,079 gain recognized in connection with the settlement of obligations owed to consultants and employees is reflected in the Company's results of operations for fiscal 2026.

The $ 1,454,740 excess related to the settlement of obligations owed to Mr.

Lucky was recorded as a capital contribution and included in APIC, consistent with the related party capital transaction guidance in ASC 470-50-40-2.

VISIUM TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026 AND 2025

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

The Company has no future minimum annual payments under non-cancelable operating leases at June 30, 2026.

Contingencies

The Company accounts for contingent liabilities under ASC 450, Contingencies.

Management assesses known contingencies to determine whether a loss is probable and reasonably estimable and accrues a liability when those conditions are met.

For reasonably possible material losses, management discloses the nature of the contingency and an estimate of the possible loss or range of loss when determinable.

As of June 30, 2026, management had not identified a probable and reasonably estimable loss contingency requiring accrual.

No holder of Series A or Series B Preferred Stock, or any other person, had asserted or threatened a claim relating to the Series G designation, the April 16, 2026 Form 8-K, or the Series D exchanges as of the date of this Annual Report.

The Company has not filed Forms W-2 or Forms 1099 for certain officer compensation paid in fiscal 2026 and prior years.

The Company may be subject to penalties, interest and employment taxes as a result.

Officer compensation paid without the related information returns totaled approximately $ 316,800 in fiscal 2026 and $ 204,850 in fiscal 2025.

Management estimates the exposure for employment taxes, penalties and interest at approximately $ 65,000 to $ 125,000 .

Employment Agreement Commitments

The Company has entered into employment agreements with its Chief Executive Officer and its Chief Financial Officer, the material terms of which are described in Item 11 - Executive Compensation.

These agreements require minimum annual base salaries (not less than $ 400,000 for the Chief Financial Officer and $ 251,846 for the Chief Executive Officer) and provide for severance upon a qualifying termination ranging from twelve months of base salary continuation up to, in the case of a termination following a change of control, a lump-sum payment of up to three times base salary and average annual bonus.

The Chief Executive Officer's agreement also provides for a non-discretionary performance bonus equal to 3.0% of gross increases in the Company's market capitalization, with unpaid balances accruing interest at 13% per annum, and requires the Company to maintain a $5,000,000 directors' and officers' liability insurance policy covering the Chief Executive Officer for at least ten years following termination of employment .

These obligations are contingent upon continued employment, the occurrence of specified triggering events, or both, and, other than base salary as services are rendered, are not reflected as liabilities in the accompanying consolidated financial statements.

Given the Company's working capital deficit and history of recurring losses, there can be no assurance that the Company will have sufficient resources to satisfy these obligations if and when they become due.

See Item 11 - Executive Compensation for a complete description of these agreements.

Because the performance bonus is based on the Company's market capitalization, it is accounted for as a liability-classified share-based award under ASC 718-30 and remeasured at fair value at each reporting date.

The fair value at June 30, 2026 was not material.

FAIR VALUE MEASUREMENT

Fair value measurements

At June 30, 2026 and 2025, the fair value of the Company’s convertible-note derivative liabilities was estimated using a Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include expected volatility, the risk-free interest rate, expected term, and expected dividend rate.

The convertible-note derivative liabilities are the Company’s only recurring Level 3 fair value measures.

The equity-classified Talos and FirstFire warrants are not included in the derivative-liability balance.

See Notes 2, 3, and 7.

VISIUM TECHNOLOGIES, INC.

1 unchanged sentence

JUNE 30, 2026 AND 2025

COMMITMENTS AND CONTINGENCIES, continued

Contingencies

The Company accounts for contingent liabilities in accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies .

This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

For loss contingencies considered remote, no accrual or disclosures are generally made.

Management has assessed potential contingent liabilities as of June 30, 2025, and based on the assessment there are no probable loss contingencies requiring accrual or disclosures within its financial statements.

License Contingent Consideration

Our license agreement with The MITRE Corporation includes a provision for a royalty payment on revenues collected of 6 %.

As of June 30, 2025 and 2024, we have not generated any revenue related to these license agreements.

Note 14 – Fair Value Measurement

Fair value measurements

The derivative liabilities are the only Level 3 fair value measures.

At June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:

2 unchanged sentences

Derivative liability – Convertible notes

Derivative liability – Warrants

Equity-classified warrants (not a derivative liability)

Total derivative liability

3 unchanged sentences

Derivative liability – Convertible notes

Derivative liability – Warrants

Equity-classified warrants (not a derivative liability)

Total derivative liability

The following is the Level 3 activity for the Company’s convertible-note derivative liabilities:

Derivative liability at June 30, 2024

Initial recognition of derivative liabilities (recorded as debt discount)

Gain on change in fair value of derivative liability

Derivative liability at June 30, 2025

Initial recognition of derivative liabilities (recorded as debt discount)

Gain on change in fair value of derivative liability

Derivative liability at June 30, 2026

In April 2026, the Company also measured the Series D Convertible Preferred Stock issued in debt-for-equity exchanges at a nonrecurring Level 3 fair value of $ 0.058 per share, or $ 83,802 in the aggregate.

Management used conversion parity based on a $ 0.0029 eight-trading-day VWAP for the period ended April 14, 2026 (the date the Board adopted the Certificate of Designation;

management considers these inputs appropriate for the April 16, 2026 exchange date because the market price of the common stock did not change significantly between April 14 and April 16, 2026 and the initial 20 Common Stock shares issuable for each Series D share.

A $0.001 change in the VWAP would change the aggregate conversion-parity measurement by approximately $28,897 .

Management considered the Series D dividend, liquidation preference, anti-dilution feature and issuer call right and concluded that none warranted a separately measurable premium or discount as of the measurement date.

VISIUM TECHNOLOGIES, INC.

2 unchanged sentences

SUBSEQUENT EVENTS

In July 2025 the Company issued 13,000,000 shares of its common stock related to the conversion of $ 54,600 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.0042 per share.

In August 2025 the Company issued 19,000,000 shares of its common stock related to the conversion of $ 79,800 of principal and accrued interest of its convertible notes payable, at an average contract conversion price of $ 0.0042 per share.

In August 2025, we issued 750,000 shares of its common stock as commitment shares related to a financing transaction that raised an aggregate $ 100,000 .

The fair value of the commitment shares totaled $ 6,675 and was accounted for as discount on the related notes payable, which is being amortized over the term of the note.

In September 2025 the Company issued 250,000 shares of our $ 0.0001 par value common stock to a consultant for services provided, valued at $ 1,625 , or at an average price per share of $ 0.0065 .

In September 2025 the Company issued to our directors and officers 16,000,000 shares of our $ 0.0001 par value common stock, valued at $ 104,000 , or an average price per share of $ 0.0065 .

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements.

On September 11, 2026, the Board of Directors approved a 1-for-1,500 reverse split of the Company's common stock and a reduction of the number of authorized shares of common stock to 2,000,000.

The approval remains outstanding.

The reverse split has not been effected and has not been executed, and it is pending effectiveness.

All share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis.

If and when the reverse split becomes effective, every 1,500 outstanding shares of common stock will be combined into one share, and authorized common stock will be 2,000,000 shares.

The reverse split will not change the par value of the common stock or the relative voting rights of the Series AA Convertible Preferred Stock.

The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split, so that after the reverse split the Series A and Series B Convertible Preferred Stock would be convertible into approximately 13,754 shares of common stock in the aggregate and the Series D Convertible Preferred Stock would be convertible into approximately 19,731 shares of common stock.

No fractional shares will be issued in connection with the reverse split;

fractional interests of one-half of a share or more will be rounded up to the nearest whole share, and fractional interests of less than one-half of a share will be rounded down.

The reverse split will become effective upon FINRA's announcement of the reverse split under FINRA Rule 6490.

On September 29, 2026, the Company filed a Notification of Late Filing on Form 12b-25 with respect to this Annual Report.

As described in Note 3, because this Annual Report was filed on October 13, 2026, within the Rule 12b-25 extension period, management concluded that the late-filing notification did not constitute an Event of Default under the Company's note payable to 1800 Diagonal Lending LLC.

Sale of Common Stock to Related Party

In August 2026, the Company sold 120,000,000 shares of its common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest (see Note 7 — Stockholders’ Deficit), at a purchase price of $ 0.0009 per share, for net proceeds of $ 108,000 .

As a result of this transaction, the Company’s shares of common stock issued and outstanding increased from 1,149,509,667 at June 30, 2026 to 1,269,509,667 as of October 13, 2026, the date of the most recent share count reported in this Annual Report.

Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8 % of the common stock outstanding) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 7).

Withdrawal of Series G Governing Preferred Stock Designation

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, and filed Articles of Amendment with the Florida Department of State deleting the Series G Governing Preferred Stock designation in its entirety.

No shares of Series G Governing Preferred Stock were ever issued, and the withdrawal had no effect on the consolidated financial statements.

Series D Convertible Preferred Stock Issued in Exchange for Convertible Notes

On September 21, 2026, the Company entered into a Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement (the “Exchange Agreement”) with two noteholders (together, the “Holders”), effective September 21, 2026.

Pursuant to the Exchange Agreement, the Holders exchanged four convertible notes payable with an aggregate outstanding principal balance of $ 35,000 for 35,000 shares of Series D Convertible Preferred Stock, $ 0.001 par value per share, at the $ 1.00 per share stated value.

The shares were issued in uncertificated, book-entry form.

Separately from, and not as consideration for, the shares issued, the Holders forgave $ 57,211 of accrued interest on the notes, the notes were cancelled, and the Holders released the Company from all claims relating to the notes and accrued interest of $ 57,211 .

The four notes and the related accrued interest were outstanding at June 30, 2026 (see Note 4).

The Series D shares issued under the Exchange Agreement have the same terms as the Series D Convertible Preferred Stock described in Note 7, including a 3 % cumulative dividend on stated value, payable quarterly in arrears in cash or, at the Company’s election, in additional shares of Series D Convertible Preferred Stock;

conversion at the holder’s election into Common Stock at a fixed conversion price of $0.05 per share, subject to anti-dilution adjustment;

and redemption by the Company at 103 % of stated value plus accrued and unpaid dividends upon the closing of a Qualifying Transaction.

The 35,000 shares are convertible into 700,000 shares of Common Stock before any anti-dilution adjustment.

Following the exchange, 1,479,859 shares of Series D Convertible Preferred Stock are outstanding, compared with 1,444,859 shares outstanding at June 30, 2026.

Because the notes and related accrued interest remained outstanding at June 30, 2026, the exchange is a nonrecognized subsequent event, and the consolidated financial statements as of and for the year ended June 30, 2026 have not been adjusted for it.

Consistent with the conversion-parity methodology described in Note 7, management estimated the fair value of the Series D shares issued at $ 0.016424 per share, or approximately $ 575 in the aggregate, based on the 20 shares of common stock into which each Series D share is convertible ($1.00 stated value divided by the $ 0.05 conversion price) multiplied by the volume-weighted average price of the Company’s common stock of $ 0.0008212 per share.

Based on that estimate, the Company expects to recognize a gain on extinguishment of debt of approximately $ 91,636 in the quarter ending September 30, 2026, consisting of $ 57,211 from the forgiveness of accrued interest and $ 34,425 from the excess of the $ 35,000 of principal extinguished over the estimated fair value of the Series D shares issued.

Consistent with the classification described in Note 7, the Series D shares issued will be presented as temporary (mezzanine) equity.

The actual gain will be determined as of the settlement date and may differ from this estimate, including as a result of interest accrued on the notes after June 30, 2026.

Other than as described above, there have been no other subsequent events that require recognition or disclosure in the accompanying consolidated financial statements.

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 9A. Controls and Procedures