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VISIUM TECHNOLOGIES, INC.

For the period ended Mar 31, 2026. Filed May 20, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 20, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-12-31; filed 2026-02-20.

0001654954-26-001435

Item 2. Management’s Discussion and Analysis and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-20.

0001654954-26-005185

Item 2. Management’s Discussion and Analysis and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 132 previous paragraphs and 112 current paragraphs.

86 unchanged; 17 reworded; 9 added; 26 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Enterprise and Government Licensing: The Company provides virtual appliance and SaaS-based licensing models, with pricing based on network environment size, number of nodes (TruContext™ Identifiers), and feature sets. Annual seat licenses for federal government deployments and recurring monthly SaaS fees for commercial and international government clients provide predictable recurring revenue streams.

Current report

Professional Services: Visium delivers IT infrastructure, cybersecurity integration, and implementation services through service contracts. These engagements include data science services, custom analytics development, system integration, and ongoing support for TruContext™, Tru-InSight™, and TruTrack™ deployments.

Current report

Infrastructure Projects: The Company serves as systems integrator and cybersecurity provider for large-scale digital infrastructure projects, including national data centers, smart city deployments, and critical infrastructure protection programs.

Current report

Three- and Nine-Month Periods Ended March 31, 2026 and 2025

Current report

The Company recorded a gain on the change in fair value of derivative liabilities of $80,293 for the nine months ended March 31, 2026. This fluctuation is a result of the period-end revaluation of the aforementioned liabilities using the Cox, Ross & Rubinstein Binomial Tree model, driven largely by changes in the per-share price of the Company’s common stock.

Current report

We cannot ascertain that we have sufficient funds from operations to fund our ongoing operating requirements through June 30, 2026. We may need to raise funds to enhance our working capital and use these funds for strategic purposes. If such a need arises, we intend to generate proceeds from either debt or equity financing.

Current report

We intend to finance our operations using a mix of equity and debt financing. We do not anticipate incurring capital expenditures for the foreseeable future. We anticipate that we will need to raise approximately $180,000 per year in the near term to finance the recurring costs of being a publicly-traded company.
Removed paragraphs (26)

Previous report

Three- and Six-Month Periods Ended December 31, 2025 and 2024

Previous report

As of December 31, 2025, Visium Technologies, Inc. had cash of $23,877 compared with $60,144 at June 30, 2025. Working capital was a deficit of approximately $6.39 million at December 31, 2025 compared with a deficit of approximately $5.84 million at June 30, 2025.

Previous report

The Company has historically financed its operations primarily through the issuance of debt and equity securities and advances from officers and directors.

Previous report

Management believes existing cash resources are not sufficient to fund operations for the next twelve months without additional financing.

Previous report

The Company expects to require additional capital to:

Previous report

·Support commercialization of the TruContext™ platform

Previous report

·Maintain SEC reporting and public company compliance costs

Previous report

Management estimates that the Company requires approximately $180,000 annually to maintain basic public company reporting obligations, excluding operating growth initiatives.

Previous report

During the six months ended December 31, 2025, the Company raised $322,042 through promissory note issuances and $49,500 through advances from officers.

Previous report

Management is currently pursuing additional financing through:

Previous report

·Strategic partnerships and customer prepayments

Previous report

There are no binding commitments for additional financing as of the date of this filing.

Previous report

Based on current cash balances and projected operating expenses, the Company expects existing cash to fund operations only for a limited period unless additional financing is obtained.

Previous report

·Generating revenue from customer deployments

Previous report

·Restructuring outstanding debt obligations

Previous report

There can be no assurance that such financing will be available on acceptable terms, or at all.
Reworded paragraphs (17)

Previous wording

As of December 31, 2025, we had five (5) full time employees.

Current wording

As of March 31, 2026, we had four (4) full time employees.

Current wording

Nine** Month Period Ended March 31, **2026 and 2025

Previous wording

For the six months ended December 31, 2025, selling, general and administrative expenses were $791,412 as compared to $650,948 for the six months ended December 31, 2024. For the six-month periods ended December 31, 2025 and 2024 selling, general and administrative expenses consisted of the following:

Current wording

For the nine months ended March 31, 2026, selling, general and administrative expenses were $1,150,520 as compared to $907,968 for the nine months ended March 31, 2025. For the nine-month periods ended March 31, 2026 and 2025 selling, general and administrative expenses consisted of the following:

Previous wording

The increase in selling, general and administrative expenses of $140,464 during fiscal 2025, when compared with the prior year, is primarily due to an increase in stock-based compensation of $204,150 and higher travel expenses of $486, offset by a decrease in stock-based consulting expense of $18,970, lower salary expense of $46,757, and lower accounting expense of $6,027.

Current wording

The increase in selling, general and administrative expenses of $242,552 during fiscal 2026, when compared with the prior year, is primarily due to an increase in stock-based compensation of $295,350, higher travel expenses of $546, an higher accounting expense of $1,798, offset by a decrease in stock-based consulting expense of $18,970, and lower salary expense of $46,469.

Previous wording

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the six months ended December 31, 2025 due to lower debt discount amortization of $27,519, offset by higher interest expense of $23,253 as compared to the prior year period.

Current wording

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount.

Previous wording

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 six months ended December 31, 2024 the gain on extinguishment of debt was:

Current wording

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 Nine Months ended March 31, 2024 the gain on extinguishment of debt was:

Current wording

Three** Month Period Ended March 31, 2026 and 2025**

Previous wording

For the three months ended December 31, 2025, selling, general and administrative expenses were $421,789 as compared to $280,483 for the three months ended December 31, 2024. For the three months ended December 31, 2025 and 2024 selling, general and administrative expenses consisted of the following:

Current wording

For the three months ended March 31, 2026, selling, general and administrative expenses were $359,108 as compared to $257,019 for the three months ended March 31, 2025. For the three months ended March 31, 2026 and 2025 selling, general and administrative expenses consisted of the following:

Previous wording

The increase in selling, general and administrative expenses of $141,306 for the three months ended December 31, 2025, when compared with the prior year period, is primarily due to an increase in stock-based compensation expense of $152,650, offset by a decrease in salary expense of $23,683.

Current wording

The increase in selling, general and administrative expenses of $102,089 for the three months ended March 31, 2026, when compared with the prior year period, is primarily due to an increase in stock-based compensation expense of $91,200, and an increase in accounting expense of $7,824.

Previous wording

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is lower for the three months ended December 31, 2025 due to lower debt discount amortization as compared to the prior year period.

Current wording

Interest expense represents stated interest of notes and convertible notes payable as well as amortization of debt discount. Interest expense is higher for the three months ended March 31, 2026 due to higher debt discount amortization as compared to the prior year period.

Previous wording

At December 31, 2025 and June 30, 2025, our total assets consisted of cash and prepaid license fees.

Current wording

At March 31, 2026 and June 30, 2025, our total assets consisted of cash and prepaid expenses. We do not have any material commitments for capital expenditures.

Previous wording

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $292,693 and $218,247 during the six-month periods ended December 31, 2025 and 2024, respectively, and has a working capital deficit of approximately $6.39 million and $5.84 million at December 31, 2025 and June 30, 2025, respectively. 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, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt. 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.

Current wording

The accompanying financial statements have been prepared on a going concern basis. The Company has used net cash in its operating activities of $370,143 and $253,891 during the nine-month periods ended March 31, 2026 and 2025, respectively, and has a working capital deficit of approximately $6.86 million and $5.84 million at March 31, 2026 and June 30, 2025, respectively. 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, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt. 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.

Previous wording

Net cash used in operations during the six months ended December 31, 2025 increased by $74,446 or 34% over the same period during fiscal year 2024. The cash provided by financing was obtained through advances from directors totaling $49,500 and the issuance of promissory notes that netted the Company $322,041 during the six months ended December 31, 2025.

Current wording

Net cash used in operations during the nine months ended March 31, 2026 increased by $116,252 or 46% over the same period during fiscal year 2025. The cash provided by financing activities was obtained through advances from directors totaling $85,500 and the issuance of promissory notes that netted the Company $420,691 during the nine months ended March 31, 2026.

Previous wording

Net cash used in operations during the six months ended December 31, 2024 decreased by $48,961 or about 18% from the same period during fiscal year 2023. The cash provided by financing was obtained through advances from directors totaling $56,526, the issuance of promissory notes that netted the Company $320,000 during the six months ended December 31, 2024.

Current wording

Net cash used in operations during the nine months ended March 31, 2025 decreased by $113,658 or about 31% from the same period during fiscal year 2024. The cash provided by financing activities was obtained through advances from directors totaling $95,526, the issuance of promissory notes that netted the Company $332,000 during the nine months ended March 31, 2025.

Previous wording

During the six months ending December 31, 2025 we generated net proceeds of $322,041 from the issuance of seven promissory notes.

Current wording

During the nine months ending March 31, 2026 we generated net proceeds of $420,691 from the issuance of eleven promissory notes.

Previous wording

The Company had convertible promissory notes aggregating $179,132 outstanding at December 31, 2025. The accrued interest amounted to approximately $127,910 as of December 31, 2025. The Convertible Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.0042 and $121.50 per share, at the holders’ option. At December 31, 2025, $179,132 of the convertible promissory notes have matured and are in default.

Current wording

The Company had convertible promissory notes, net of discount, aggregating $191,199 outstanding at March 31, 2026. The accrued interest amounted to approximately $226,376 as of March 31, 2026. The Convertible Notes Payable bear interest at rates ranging between 0% and 24% per annum. Interest is generally payable monthly. The Convertible Notes Payable are generally convertible at rates ranging between $0.00097 and $121.50 per share, at the holders’ option. At March 31, 2026, $191,199 of the convertible promissory notes have matured and are in default.

Previous wording

The Company had promissory notes aggregating $1,250,929 at December 31, 2025. The related accrued interest amounted to approximately $240,444 at December 31, 2025. The Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity of the note. At December 31, 2025, $785,000 of the promissory notes have matured and are in default.

Current wording

The Company had promissory notes aggregating $1,118,200 at March 31, 2026. The related accrued interest amounted to approximately $266,030 at March 31, 2026. The Notes Payable bear interest at rates ranging between 0% and 18% per annum. Interest is generally payable at maturity of the note. At March 31, 2026, $835,000 of the promissory notes have matured and are in default.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

The change in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates driven by the change in the per share price of the Company’s common stock.

Previous report — wording carried elsewhere

We do not have any material commitments for capital expenditures.

Previous report — wording carried elsewhere

The Company’s ability to continue operations is dependent on: