Visium Technologies, Inc. filed a Form 8-K/A (Amendment No. 1) on November 3, 2026, amending its October 30, 2026 Current Report to correct a factual error regarding Mark B. Lucky's notice of Good Reason and to add a response letter from former Chairman and CEO Paul R. Taylor.

Key Highlights

  • Correction filed: The Original Report incorrectly stated that counsel for Mark B. Lucky advised the company on October 29, 2026 that Mr. Lucky had extended the cure period under his Good Reason notice; this amendment states no such extension was delivered at any time before the Original Report was filed.
  • Taylor resignation: Paul R. Taylor resigned as Chairman of the Board, Chief Executive Officer, and director, effective immediately upon delivery of his letter on October 26, 2026; he had held those positions since April 27, 2026.
  • Reason for resignation: Mr. Taylor's letter states he resigned because of a disagreement with the company on matters relating to its operations, policies, and practices, specifically concerning the company's evaluation of certain previously issued financial statements.
  • Taylor response letter added: Exhibit 17.4, a letter dated November 1, 2026 from Mr. Taylor disputing certain statements in Items 5.02 and 8.01 of the Original Report, is filed with this amendment.
  • Board not authorized certificate: According to the filing, the officer's certificate executed by Mr. Taylor on October 26, 2026 was not authorized by the Board, and "the Board has not concluded that any previously issued financial statements should no longer be relied upon."
  • Special Committee planned: The company disclosed it intends to form a Special Committee of independent directors to review the matters described in Mr. Taylor's letters, the officer's certificate, and Mr. Lucky's determination.
  • Lucky remained sole director: Following Mr. Taylor's resignation on October 26, 2026, Mr. Lucky became the sole director; the Board meeting Taylor had called for October 28, 2026 was not held.

Visium Technologies Corrects Prior Disclosure and Files Taylor Response Letter

Visium Technologies, Inc. (OTCID:VISM) filed this amendment for two stated purposes: to correct a factual error in its October 30, 2026 Form 8-K and to file, as Exhibit 17.4, a letter from former executive Paul R. Taylor required under Item 5.02(a)(3) of Form 8-K. The company disclosed that the Original Report's statement that Mr. Lucky's counsel had on October 29, 2026 advised the company of an extension to the cure period under Mr. Lucky's Good Reason notice "was incorrect," and that "no extension was delivered to the Company on October 29, 2026 or at any other time before the Original Report was filed."

The filing restates Item 5.02 in its entirety, as required by Rule 12b-15. It describes Mr. Taylor's resignation, delivered by electronic mail at 9:38 a.m. Eastern Time on October 26, 2026, as unconditional and effective immediately. The company and Mr. Taylor disagree on several points. Among them, Mr. Taylor's corrected resignation letter states that, as of delivery on October 26, 2026, Mr. Lucky had provided no response to his proposed joint determination on eight accounting and capitalization matters. The company disputes this, stating that Mr. Lucky sent written responses by electronic mail at 12:36 p.m. Eastern Time on October 26, 2026, addressing Determinations 2 through 8 and providing a preliminary response to Determination 1, with a request for additional time until November 6, 2026 for his full response on that item.

The company also disputes claims in Mr. Taylor's November 1, 2026 letter regarding which document was filed as Exhibit 17.2, the status of the October 28, 2026 Board meeting, and the issuance of 35,000 shares of Series D Convertible Preferred Stock on September 21, 2026. The filing notes that Item 8.01 and all exhibits filed with the Original Report, except the addition of Exhibit 17.4, are not amended by this filing.

What Was Disclosed

This 8-K/A corrects a factual error in the October 30, 2026 Original Report regarding Mark B. Lucky's Good Reason cure period, restates Item 5.02 in full, and adds Exhibit 17.4 containing Paul R. Taylor's November 1, 2026 response letter disputing certain Original Report statements.