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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Visium Technologies, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Mark B. Lucky 1030 Creek Bluff, Greensboro, 2Q, 30642 (703) 400-6392 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/02/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mark B. Lucky | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
119,746,869.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.43 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Visium Technologies, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
401 E. LAS OLAS BOULEVARD,, SUITE 1400, FORT LAUDERDALE,
FLORIDA
, 33301. |
| Item 2. | Identity and Background |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 4. | Purpose of Transaction |
The paragraph of Item 4 captioned "Employment" is amended and restated in its entirety, and a paragraph captioned "Proposed reverse stock split" is added, as follows:
Employment. On October 26, 2026, the Reporting Person delivered to the Issuer a notice under Section 4(c) of his Executive Employment Agreement dated March 28, 2026 (the "Employment Agreement") stating that Good Reason exists (the "Notice"). Under the Employment Agreement, the Issuer has 30 days to cure. On November 2, 2026, the Reporting Person delivered to the Issuer, by electronic mail to its counsel, and to Dr. Niclas Adler for PT Smart Green Technologies and Adler Capital Limited, a letter suspending the cure period and the effective date of his resignation for Good Reason until the Issuer's Board of Directors has elected at least one independent director and constituted a committee of independent directors with authority over the Notice. Under the letter, the cure period ends 30 days after that committee is constituted; the Reporting Person may end the suspension at any time after November 25, 2026 by five business days' written notice; the suspension ends immediately if the Issuer terminates his employment, materially reduces his authority, duties or responsibilities, or takes any other action that would itself constitute Good Reason; and, if the matters described in the Notice have not been cured, his resignation for Good Reason takes effect no later than March 1, 2027. If his resignation for Good Reason takes effect, he would cease to be an officer and director of the Issuer. The Notice has not been withdrawn, and the Reporting Person has reserved his rights under the Employment Agreement. The Reporting Person has not resigned. He will not act for the Issuer on the Notice, any cure or his compensation, and he intends that any decision by the Issuer on these matters be made by the independent directors. The Reporting Person had also proposed to the Issuer, PT Smart Green Technologies and Adler Capital Limited a mutual separation on negotiated terms, under which he would have resigned from all offices and from the Board of Directors and kept the securities reported in this Schedule 13D. The proposal lapsed by its terms at 5:00 p.m. Eastern Time on November 2, 2026. No agreement has been reached. The Reporting Person has stated that he remains willing to discuss separation terms with the independent directors.
Proposed reverse stock split. On October 28, 2026, the Reporting Person, as sole director of the Issuer, rescinded any approval of the 1-for-1,500 reverse stock split of the Common Stock and the related reduction in the Issuer's authorized Common Stock described in the Issuer's Current Report on Form 8-K filed October 30, 2026, and directed that the reverse stock split not be effected. It has not been effected. Any future reverse stock split would be considered only by the Issuer's Board of Directors, including its independent directors.
The remainder of Item 4 is unchanged. | |
| Item 5. | Interest in Securities of the Issuer |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| Item 7. | Material to be Filed as Exhibits. |
No additional exhibits are filed with this Amendment No. 3. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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