|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Visium Technologies, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92836G309 (CUSIP Number) |

SCHEDULE 13D
|
| CUSIP Number(s): | 92836G309 |
| 1 |
Name of reporting person
Paul Richard Taylor | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,453,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| 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:
4094 MAJESTIC LANE, SUITE360, FAIRFAX,
VIRGINIA
, 22033. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Paul R. Taylor (the "Reporting Person") |
| (b) | Business address: 6528 Somerset Circle, Boca Raton, Florida 33484. |
| (c) | Present principal occupation: The Reporting Person is the incoming Chief Executive Officer and Chairman of the Board of the Issuer pursuant to the fully executed amended Chairman and CEO Agreement dated March 28, 2026 (effective at Closing). |
| (d) | Not applicable. |
| (e) | The Reporting Person is a citizen of Great Britain. During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws. |
| (f) | Not applicable. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired beneficial ownership of the securities reported herein as follows: (a) Participation pari passu in the 40% Series E Preferred Stock issuance and the pari passu 8% staff-option grant under the Issuer's equity incentive plan, each as described in Section 3 of the LOI. (c) No borrowed funds were used; all consideration was services previously rendered and/or equity compensation tied to the Issuer's acquisition of ConnexUs AI (DE). | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the securities in connection with the Issuer's acquisition of 100% of the equity of ConnexUs AI (DE) pursuant to the Stock Purchase Agreement to be executed under the terms of the revised LOI dated March 29, 2026. The transaction includes (i) the Florida ARPRT LLC RAGbox.co IP isolation (Ringfence 2) in which the Reporting Person holds sole manager and 30% membership interest, (iii) the Reporting Person's appointment as CEO and Chairman, and (iv) related governance, capitalization, and GAAP-compliant restructurings. The purpose is to facilitate the acquisition, eliminate legacy dilution overhang, preserve SEC Regulation S-K Item 303/701/703 disclosure integrity, and position the Issuer for post-transaction growth. The Reporting Person has no present plans or proposals to acquire additional securities or to effect any extraordinary corporate transaction except as contemplated by the LOI and Definitive Agreement. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Schedule 13D, the Reporting Person is the beneficial owner of 8.11% pari passu shares of 40% Series E Preferred Stock, representing approximately 40% of the Issuers Common Stock of the fully-diluted equity on an as-converted basis. |
| (b) | The Reporting Person has sole voting power and sole dispositive power over the shares reported in (a), subject to the 4.99% beneficial-ownership cap and full-ratchet anti-dilution provisions attaching to the Series E Preferred and the ARPRT LLC license agreement. |
| (c) | Not applicable. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person is party to (i) the amended Chairman and CEO Agreement dated March 28, 2026, (ii) the March 29, 2026 LOI (incorporated by reference), (iii) the ARPRT LLC operating agreement granting the Reporting Person a 30% membership interest and strategic and overall managerial control rights over the RAGbox.co IP non-exclusively licensed to the Issuer, and (iv) the Issuer's equity incentive plan governing the 8% staff options. Except as described herein or in the exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
1. Letter of Intent dated March 29, 2026 (incorporated by reference).
2. Amended Chairman and CEO Agreement dated March 28, 2026.
3. ARPRT LLC Operating Agreement (TBA).
4. Joint Filing Agreement (if group filing required). |
| 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.
|
|
|