SEC Form 4 · accession 0001493152-26-031680

VISIUM TECHNOLOGIES, INC. · VISM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The shares of Common Stock and Series AA Convertible Preferred Stock reported herein are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia limited liability entity (with Singapore connections) of which the Reporting Person is Director and the ultimate beneficial owner. The Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of any shares held by the entity except to the extent of his pecuniary interest therein. This Form 4 is being filed to report acquisitions that caused the Reporting Person to become a 10% beneficial owner and that are the subject of a concurrent initial Schedule 13D filing by the Reporting Person (see that Schedule 13D for additional details regarding beneficial ownership, purpose of transaction, and voting power).
• F2The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval under the Issuer's Bylaws and Florida law, allocated pro rata among the outstanding Series AA shares and adjusted automatically as Common Stock voting changes. These voting rights are independent of the conversion feature. The conversion ratio and other terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation filed with the Florida Division of Corporations. Of the four Series AA shares outstanding, the Reporting Person owns three (75% of the class), representing approximately 38.25% of the Issuer's total voting power through the Series AA class alone, plus the Reporting Person's Common Stock voting rights, resulting in effective voting control. Voting rights are exercisable immediately upon issuance. No expiration date.
• F3The 3 shares of Series AA Convertible Preferred Stock were acquired for an aggregate purchase price of $300,000 ($100,000 per share) in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The 500,000,000 shares of Common Stock were acquired for $375,000 ($0.00075 per share) in the same coordinated private placement (PPM-2). Source of funds: private capital of the Subscriber / Reporting Person. No part of the consideration was borrowed for the purpose of acquiring the securities. Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period and volume/manner-of-sale limitations thereunder. See the Private Placement Memoranda (PPM-1 and PPM-2), Subscription Agreements, and Accredited Investor Questionnaire (attached as exhibits to the concurrent Schedule 13D) for full terms.
• F4The Series A4 Convertible Preferred Stock has no fixed expiration date and remains convertible at any time in accordance with its Certificate of Designation

Remarks

This Form 4 reports the acquisitions of Common Stock and Series AA Convertible Preferred Stock that are the subject of the Reporting Person's concurrent initial Schedule 13D filing. The Reporting Person became a 10% beneficial owner as a result of these transactions. All representations in the PPMs and Subscription Agreements (including non-U.S. person status under Regulation S and absence of "bad actor" disqualification under Rule 506(d)) remain in effect.