EXHIBIT 4.57

VISIUM TECHNOLOGIES, INC.

SERIES D CONVERTIBLE PREFERRED STOCK

DEBT-TO-EQUITY EXCHANGE CLOSING PACKAGE

Holder: ______________________

Aggregate Debt Converted: $_______________.00

Series D Preferred Shares Issued______________

Effective Date: April 14, 2026

Contains:

1. Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement

2. Schedule A – Itemized Notes and Advances Converted

3. Exhibit B – Promissory Note Cancellation, Debt Discharge, and Release

4. Exhibit C – Notice of Uncertificated Share Issuance

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 1

SERIES D CONVERTIBLE PREFERRED STOCK

SUBSCRIPTION AND DEBT CONVERSION AGREEMENT

VISIUM TECHNOLOGIES, INC.

(a Florida corporation)

This Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement (this "Agreement") is made and entered into as of April 14, 2026 (the "Effective Date"), by and between Visium Technologies, Inc., a Florida corporation (the "Company"), and _____________________________, an individual (the "Holder").

RECITALS

WHEREAS, the Holder is the holder of one or more outstanding note and/or advances made to or for the benefit of the Company, as more particularly described on Schedule A attached hereto and incorporated herein by reference (collectively, the "Outstanding Obligations"), having an aggregate outstanding principal and accrued balance as of the Effective Date of $_____________.00;

WHEREAS, on April 14, 2026, the Board of Directors of the Company duly adopted resolutions designating 2,000,000 shares of the Company's authorized preferred stock as "Series D Convertible Preferred Stock" (the "Series D Preferred Stock"), pursuant to that certain Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock of Visium Technologies, Inc., filed pursuant to Section 607.0602 of the Florida Business Corporation Act (the "Certificate of Designation");

WHEREAS, the Company and the Holder desire that the Outstanding Obligations be extinguished, cancelled, and discharged in full in exchange for the issuance to the Holder of shares of Series D Preferred Stock, on the terms set forth herein and in the Certificate of Designation; and

WHEREAS, the Company is offering the Series D Preferred Stock in reliance on the exemption from registration provided by Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Debt Conversion; Issuance of Shares. Effective as of the Effective Date, the Holder hereby irrevocably surrenders, exchanges, and converts the Outstanding Obligations, in the aggregate amount of $_____________.00, in full satisfaction and discharge thereof, in exchange for ___________ shares of Series D Convertible Preferred Stock of the Company (the "Shares"), calculated at the Stated Value of $1.00 per share of Series D Preferred Stock. The itemization of the Outstanding Obligations comprising the Shares is set forth on Schedule A attached hereto.

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 2

2. Terms of the Series D Preferred Stock. The Shares shall be governed in all respects by the Certificate of Designation, a copy of which has been made available to the Holder. Without limiting the foregoing, the Holder acknowledges that the Series D Preferred Stock (a) accrues cumulative dividends at the rate of 3% per annum on the Stated Value, payable quarterly in arrears in cash or, at the Company's election, in additional PIK shares of Series D Preferred Stock; (b) is convertible at the Holder's election into shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at a fixed Conversion Price of $0.05 per share, subject to broad-based weighted-average anti-dilution adjustment as set forth in Section 6 of the Certificate of Designation; (c) is subject to redemption by the Company at 103% of Stated Value plus accrued and unpaid dividends upon the closing of a Qualifying Transaction, payable in cash or in registered Common Stock valued at the 10-trading-day volume weighted average price preceding the redemption notice, within thirty (30) days of such notice, as set forth in Section 7 of the Certificate of Designation; and (d) carries a liquidation preference senior to Common Stock and junior to the Company's Series AA Preferred Stock and Series G Preferred Stock, as set forth in Sections 3 and 5 of the Certificate of Designation. 

3. Form of Issuance; Uncertificated Shares. The Shares shall be issued in uncertificated, book-entry form only, in accordance with Section 607.0626 of the Florida Business Corporation Act. No physical stock certificate shall be issued. The Company shall cause the Shares to be recorded on the books of the Company's transfer agent in the name of the Holder, and shall deliver to the Holder a Notice of Uncertificated Share Issuance substantially in the form attached as Exhibit C, confirming such book-entry issuance.

4. Cancellation and Release of Outstanding Obligations. Concurrently with the execution of this Agreement, the Holder and the Company shall execute the Promissory Note Cancellation, Debt Discharge, and Release attached hereto as Exhibit B, pursuant to which the Outstanding Obligations shall be deemed paid, satisfied, cancelled, and discharged in full, and the Holder shall release the Company from any and all claims arising from or related to the Outstanding Obligations.

5. Representations and Warranties of the Holder. The Holder represents and warrants to the Company that: (a) the Holder is the sole legal and beneficial owner of the Outstanding Obligations, free and clear of any liens, claims, or encumbrances; (b) the Holder has full power and authority to enter into this Agreement and to surrender the Outstanding Obligations as contemplated hereby; (c) the Holder is acquiring the Shares for the Holder's own account, for investment purposes only, and not with a view toward resale or distribution in violation of the Securities Act; (d) the Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D, or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and has had the opportunity to ask questions of and receive answers from the Company concerning the terms of this Agreement, the Certificate of Designation, and the Company's business and financial condition; and (e) the Holder understands that the Shares have not been registered under the Securities Act or any state securities laws and are being offered and sold in reliance on the exemption provided by Rule 506(b) of Regulation D, and that the Shares, and any Common Stock issuable upon conversion thereof, will be "restricted securities" subject to resale limitations under Rule 144 and applicable law.

6. Representations and Warranties of the Company. The Company represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida; (b) it has all requisite corporate power and authority to execute and deliver this Agreement and to issue the Shares; (c) the Certificate of Designation has been duly authorized, adopted, and filed in accordance with the Florida Business Corporation Act; and (d) the Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable.

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 3

7. Restrictive Legend. The book-entry position representing the Shares shall bear a restrictive legend substantially to the effect that the Shares have not been registered under the Securities Act, and may not be offered, sold, or otherwise transferred except pursuant to an effective registration statement or an applicable exemption from registration.

8. Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may reasonably be necessary or appropriate to carry out the purposes and intent of this Agreement, including any filings required in connection with the issuance of the Shares.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

10. Entire Agreement; Amendment. This Agreement, together with the Certificate of Designation, Schedule A, and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by both parties.

11. Counterparts. This Agreement may be executed in counterparts, including by electronic or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

THE COMPANY:

_______________________________

VISIUM TECHNOLOGIES, INC.

By: Mark Lucky

Title: Chief Financial Officer

Date: April 14, 2026

THE HOLDER:

_______________________________

_______________________________

Individual Holder

Date: April 14, 2026

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 4

SCHEDULE A

Itemized Schedule of Notes and Advances Converted

Holder: _____________________________

Pursuant to Section 1 of the Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement dated April 14, 2026, between Visium Technologies, Inc. and _____________________________, the following Outstanding Obligations are converted into Series D Convertible Preferred Stock as set forth below:

All share amounts above are calculated at the Series D Convertible Preferred Stock Stated Value of $1.00 per share, on a dollar-for-dollar basis, with no fractional shares issued. This Schedule A is incorporated into and forms an integral part of the Agreement to which it is attached.

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 5

EXHIBIT B

PROMISSORY NOTE CANCELLATION, DEBT DISCHARGE, AND RELEASE

VISIUM TECHNOLOGIES, INC.

This Promissory Note Cancellation, Debt Discharge, and Release (this "Release") is made as of April 14, 2026, by and between Visium Technologies, Inc., a Florida corporation (the "Company"), and _____________________________, an individual (the "Holder"), in connection with, and as an exhibit to, that certain Series D Convertible Preferred Stock Subscription and Debt Conversion Agreement dated April 14, 2026 (the "Agreement").

1. Cancellation of Notes and Advances. The Holder and the Company hereby agree that the notes and/or advances identified on Schedule A to the Agreement, having an aggregate outstanding balance of $_____________.00 as of April 14, 2026 (collectively, the "Cancelled Obligations"), are, effective as of the Effective Date, fully paid, satisfied, cancelled, discharged, and extinguished, and are of no further force or effect. Any original promissory note instruments, advance records, or similar evidence of indebtedness relating to the Cancelled Obligations are hereby deemed null, void, and cancelled, and the Company's books and records shall be updated to reflect that no further amounts of principal, interest, or accrued obligations remain outstanding thereunder.

2. Consideration. In full and complete satisfaction of the Cancelled Obligations, the Company has issued to the Holder ___________ shares of Series D Convertible Preferred Stock of the Company, in uncertificated, book-entry form, as evidenced by the Notice of Uncertificated Share Issuance delivered concurrently herewith.

3. Release by the Holder. The Holder, for and on behalf of itself/himself/herself and its/his/her successors, assigns, heirs, and representatives, hereby fully and forever releases, acquits, and discharges the Company, and its officers, directors, employees, agents, successors, and assigns, from any and all claims, demands, obligations, liabilities, actions, and causes of action of any kind whatsoever, whether known or unknown, arising out of or related to the Cancelled Obligations, other than the Company's obligations under the Agreement, the Certificate of Designation, and this Release with respect to the Shares issued in exchange therefor.

4. No Further Indebtedness. The Holder acknowledges and agrees that, as of the Effective Date and following the issuance of the Shares, the Company has no further payment or other obligation to the Holder with respect to the Cancelled Obligations, and the Holder shall not seek payment, repayment, or any other recovery from the Company with respect thereto.

5. Representations. The Holder represents that it/he/she is the sole owner of the Cancelled Obligations, free of any lien, pledge, or encumbrance, and has full right and authority to release and discharge such obligations as set forth herein.

6. Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Florida.

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 6

IN WITNESS WHEREOF, the parties have executed this Release as of the Effective Date.

THE COMPANY:

_______________________________

VISIUM TECHNOLOGIES, INC.

By: Mark Lucky

Title: Chief Financial Officer

Date: April 14, 2026

THE HOLDER:

_______________________________

_______________________________

Individual Holder

Date: April 14, 2026

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 7

EXHIBIT C

NOTICE OF UNCERTIFICATED SHARE ISSUANCE

(Issued pursuant to Section 607.0626, Florida Business Corporation Act)

VISIUM TECHNOLOGIES, INC.

Date of Notice: April 14, 2026

Holder of Record: _____________________________

This Notice is delivered to the above-named Holder pursuant to Section 607.0626 of the Florida Business Corporation Act, to confirm the issuance of shares of stock of Visium Technologies, Inc. (the "Company") in uncertificated, book-entry form. No physical stock certificate has been or will be issued in respect of the Shares described below.

Details of Issuance

The Company shall maintain a record of this issuance on its books and through its transfer agent. The Holder may request a statement of holdings at any time in accordance with Section 607.0626 of the Florida Business Corporation Act.

VISIUM TECHNOLOGIES, INC.

_______________________________

By: Mark Lucky

Title: Chief Financial Officer

Date: April 14, 2026

Visium Technologies, Inc. — Series D Closing Package — Confidential — Page 8