VISIUM TECHNOLOGIES, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. The Company filed a Notification of Late Filing on Form 12b-25 on September 29, 2026. This Annual Report is filed within the Rule 12b-25 extension period, which runs through October 13, 2026. 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 reverse split has not been effected, and all share counts, per-share amounts, and conversion disclosures in this Annual Report are presented on a pre-split basis. See Note 16 to the consolidated financial statements. The conversion ratios of the Series A, Series B and Series D Convertible Preferred Stock will be adjusted proportionately to reflect the reverse split. Our common shares are quoted on the OTC ID Quotation System (“OTCID”) under the symbol “VISM,” but trade infrequently. The high and low bid prices of our common stock for the periods indicated below are as follows: Such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Fiscal Year Ended June 30, 2026 High Low Quarter Ended September 30, 2025 $ 0.0461 $ 0.0044 Quarter Ended December 31, 2025 $ 0.0100 $ 0.0010 Quarter Ended March 31, 2026 $ 0.0089 $ 0.0018 Quarter Ended June 30, 2026 $ 0.0058 $ 0.0013 Fiscal Year Ended June 30, 2025 High Low Quarter Ended September 30, 2024 $ 0.0062 $ 0.0010 Quarter Ended December 31, 2024 $ 0.0040 $ 0.0010 Quarter Ended March 31, 2025 $ 0.0040 $ 0.0011 Quarter Ended June 30, 2025 $ 0.0100 $ 0.0024 Stockholders As of October 13, 2026, there were approximately 11,000 stockholders of record of our Common Stock. Dividend Policy We have not paid any cash dividends and do not anticipate or contemplate paying dividends in the foreseeable future. Recent Sales of Unregistered Securities Unregistered sales of equity securities (Item 701 of Regulation S-K). During the fiscal year ended June 30, 2026, we issued the unregistered securities described below. No underwriter participated, and we made no general solicitation. The securities were issued as restricted securities. 10 Table of Contents Issuance Date Security Issued Number of Shares Consideration July 2, 2025 Common Stock 13,000,000 Conversion of convertible notes August 5, 2025 Common Stock 19,000,000 Conversion of convertible notes August 14, 2025 Common Stock 750,000 Commitment shares issued in connection with note financings September 5, 2025 Common Stock 250,000 Services provided by consultants September 8, 2025 Common Stock 16,000,000 Services provided by directors and officers November 19, 2025 Common Stock 500,000 Services provided by consultants December 10, 2025 Common Stock 1,500,000 Services provided by consultants December 10, 2025 Common Stock 33,000,000 Services provided by directors and officers December 10, 2025 Common Stock 1,000,000 Services provided by employees December 23, 2025 Common Stock 375,000 Commitment shares issued in connection with note financings January 16, 2026 Common Stock 1,000,000 Commitment shares issued in connection with note financings January 16, 2026 Common Stock 500,000 Commitment shares issued in connection with note financings February 26, 2026 Common Stock 16,000,000 Services provided by directors and officers March 6, 2026 Common Stock 10,000,000 Conversion of convertible notes March 9, 2026 Common Stock 4,962,779 Conversion of convertible notes March 24, 2026 Common Stock 8,547,008 Conversion of convertible notes March 31, 2026 Common Stock 3,324,995 Conversion of convertible notes April 3, 2026 Common Stock 500,000,000 $375,000 cash ($0.00075 per share) April 3, 2026 Series AA Convertible Preferred Stock 3 $300,000 cash ($100,000 per share) April 6, 2026 Common Stock 24,786,325 Conversion of convertible notes April 6, 2026 Common Stock 40,000,000 Settlement of $2,834,819 of accrued compensation and consulting obligations April 16, 2026 Series D Convertible Preferred Stock 1,444,859 $1,444,859 stated value, issued 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 former directors April 21, 2026 Common Stock 9,311,733 Conversion of convertible notes April 22, 2026 Common Stock 9,399,186 Conversion of convertible notes April 27, 2026 Common Stock 12,145,749 Conversion of convertible notes April 27, 2026 Common Stock 16,194,332 Conversion of convertible notes May 8, 2026 Common Stock 8,391,608 Conversion of convertible notes May 21, 2026 Common Stock 12,145,749 Conversion of convertible notes May 26, 2026 Common Stock 18,880,342 Conversion of convertible notes The 170,089,806 shares of Common Stock issued upon conversion of convertible notes (aggregate principal, accrued interest and fees converted of $317,035; see Note 4) were issued in reliance on Section 3(a)(9) of the Securities Act. The 500,000,000 shares of Common Stock and three shares of Series AA Convertible Preferred Stock sold to PT Smart Green Technologies for $375,000 and $300,000, respectively, and the 120,000,000 shares of Common Stock sold to PT Smart Green Technologies in August 2026 for $108,000, were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The 68,250,000 shares of Common Stock issued to directors, officers, an employee and consultants for services (aggregate grant-date fair value of $352,150; see Note 8), the 40,000,000 shares of Common Stock issued in settlement of $2,834,819 of accrued compensation and consulting obligations (aggregate fair value of $132,000; see Note 13), and the 2,625,000 commitment shares issued in connection with note financings (aggregate fair value of $18,788, recorded as debt discount and fully recognized during fiscal 2026; see Note 5) were issued in reliance on Section 4(a)(2) of the Securities Act; none of the shares issued for services was issued under a stockholder-approved equity compensation plan. The 1,444,859 shares of Series D Convertible Preferred Stock issued in April 2026 and the 35,000 shares issued on September 21, 2026 in exchange for outstanding indebtedness and amounts due (see Note 7 and Note 16) were issued in reliance on Section 3(a)(9) of the Securities Act and, to the extent that exemption was unavailable, Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; each holder represented that it was an accredited investor or otherwise capable of evaluating the merits and risks of the investment and acquired the shares for investment, and the shares and the common stock issuable on their conversion are restricted securities. 11 Table of Contents The Company believes that each of the foregoing transactions was exempt from the registration requirements of the Securities Act pursuant to the exemptions identified above. The securities issued in these transactions were issued without registration under the Securities Act and were subject to applicable restrictions on transfer. Subsequent Issuances Subsequent to June 30, 2026, the Company completed the following issuances: Issuance Date Security Issued Number of Shares Consideration August 20, 2026 Common Stock 120,000,000 $108,000 cash ($0.0009 per share) September 21, 2026 Series D Convertible Preferred Stock 35,000 $35,000 of convertible-note principal Issuer Purchases of Equity Securities Neither the Company nor any affiliated purchaser purchased any shares of the Company’s equity securities during the fourth quarter of fiscal 2026. Item 6. [Reserved]