Item 1. Business
Item 1. Business
Overview
Visium Technologies, Inc. (“Visium,” the “Company,” “we,” “us,” or “our”) is a technology company focused on the development, commercialization, and delivery of artificial intelligence (“AI”), cybersecurity, data intelligence, analytics, and automation solutions, together with related information technology (“IT”) infrastructure and professional services. Our strategy is centered on developing and commercializing technology platforms that enable organizations to collect, integrate, visualize, analyze, and act upon complex data in real time.
Visium’s technology portfolio is designed to address the increasing volume, complexity, and interconnected nature of data generated by modern enterprises, IT environments, operational technology (“OT”) systems, physical security infrastructure, and other connected environments. Our solutions are intended to help organizations improve situational awareness, identify relationships and patterns within large and disparate data sets, enhance cybersecurity operations, automate selected processes, and support more informed and timely decision-making.
The Company is pursuing a technology-focused business model in which proprietary software platforms and applications are complemented by strategic technology partnerships, third-party integrations, software licensing, recurring subscription models, and professional services.
Our principal technology platform is TruContext™, an AI-enabled cybersecurity and data intelligence platform that combines data ingestion, graph-based analytics, visualization, threat intelligence, threat hunting, forensic analysis, root cause analysis, data modeling, and automation. The platform is commercially available and is being marketed through direct and partner-led channels. The Company did not generate any revenue from TruContext™ or any other product or service during the fiscal years ended June 30, 2026 or 2025.
In addition to TruContext™, the Company’s broader technology portfolio includes TruClaw™, a governance and risk management solution designed to address emerging risks associated with agentic AI and autonomous AI systems; Tru-Insight™, an AI-driven video and visual intelligence solution designed to transform camera and video networks into sources of actionable intelligence; and ELI™, an intelligent video surveillance and analytics solution. These technologies are being developed and positioned as components of the Company’s broader Visium Analytics strategy.
Our Strategic Direction
Visium is focused on building a portfolio of complementary AI and cybersecurity technologies that can be commercialized independently and, where appropriate, integrated to provide broader enterprise capabilities. Our objective is to enable customers to move from fragmented and siloed technology environments toward more connected, contextualized, and actionable intelligence.
Our strategy is focused on four principal areas:
(1)
developing and commercializing proprietary AI and cybersecurity technologies;
(2)
building an integrated technology portfolio;
(3)
establishing strategic technology and channel partnerships; and (4) providing professional services and technical expertise.
TruContext™
TruContext™ is the Company’s principal cybersecurity and data intelligence platform. The platform is designed to provide organizations with a contextualized view of complex and highly interconnected data generated across cybersecurity, IT, OT, network, infrastructure, and other enterprise environments. TruContext™ is designed to ingest and correlate data from multiple sources and to represent relationships among data elements through graph-based data modeling and analytics.
A central capability of TruContext™ is its ability to provide visualization and analysis of highly connected data. The platform incorporates a graph-oriented approach to data analysis that is intended to facilitate the identification and examination of relationships among interconnected entities. TruContext™ also incorporates a user interface designed to allow analysts to combine, layer, filter, and query data without requiring extensive programming or specialized database expertise.
The Company owns the TruContext™ platform outright through its wholly-owned subsidiary, Visium Analytics, LLC. The Company’s prior license agreements with The MITRE Corporation and George Mason Research Foundation, Inc. are no longer in force.
The Company has also entered into a contract with Cybastion, dated November 30, 2023, under which Visium is to provide data center architecture and design services and a comprehensive security stack incorporating the TruContext™ platform for projects in Côte d’Ivoire and Benin. As of June 30, 2026, no services had been performed and no revenue had been recognized under this contract.
Employees and Facilities
At October 13, 2026, we had two full-time employees. Our principal office is located at 4094 Majestic Lane, Suite 360, Fairfax, Virginia 22033. We currently operate in a virtual office arrangement. Our telephone number is (703) 273-0383. Our common stock is quoted on the OTCID Quotation System under the symbol “VISM”. The last reported sales price of our common stock on the OTC ID Quotation System (“OTCID”) on October 9, 2026, was $0.0007.
Available Information
We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website address is www.visiumtechnologies.com. Information on, or accessible through, our website is not incorporated by reference into this Annual Report.
Recent Developments
On June 8, 2026, the Company and ConnexUS AI Inc. entered into a Mutual Release, Settlement and Termination Agreement terminating the previously announced non-binding letter of intent and related agreements contemplating the acquisition of ConnexUS AI Inc. The Company recognized a charge of $199,115 representing amounts advanced in connection with the terminated transaction. No ownership interest in ConnexUS AI or its intellectual property was retained.
In April 2026, the Company completed a series of debt-reduction and capital-structure transactions, including the issuance of 1,444,859 shares of Series D Convertible Preferred Stock in exchange for $1,014,000 of promissory-note principal, $67,500 of convertible-note principal, and $363,359 of amounts due to an officer and two former directors. Related accrued interest of $279,230 was separately forgiven and was not consideration for the Series D shares. The Company also issued 40,000,000 shares of common stock in settlement of $2,834,819 of accrued compensation and related obligations. Subsequent to year-end, on September 21, 2026, the Company issued an additional 35,000 shares of Series D Convertible Preferred Stock in exchange for four convertible notes payable (see Note 16 – Subsequent Events).
In August 2026, the Company sold 120,000,000 shares of common stock to PT Smart Green Technologies, an affiliate of the Company by virtue of its ownership interest, at $0.0009 per share for proceeds of $108,000. Following this purchase, PT Smart Green Technologies holds 620,000,000 shares of common stock (approximately 48.8% of the outstanding common stock) and three of the four outstanding shares of Series AA Convertible Preferred Stock (see Note 16 – Subsequent Events and Item 12).
On September 11, 2026, the Company filed a Current Report on Form 8-K/A correcting its Current Report on Form 8-K filed April 16, 2026, which had incorrectly stated that shares of Series G Governing Preferred Stock had been issued; no such shares were ever issued. On the same date, the Company filed Articles of Amendment deleting the Series G Governing Preferred Stock designation in its entirety (see Note 7 and Note 16).
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