VISM Faces Going Concern Doubts Amidst $64.1M Deficit, Unactivated $20M Contract

TL;DR

**VISM is a highly speculative microcap with a promising cybersecurity tech, but its severe financial distress and unactivated $20M contract make it a high-risk bet on future execution.**

AI Summary

VISIUM TECHNOLOGIES, INC. (VISM) reported an accumulated deficit of approximately $64.1 million as of June 30, 2025, and a working capital deficit of approximately $5.84 million, with current assets of $67,644 against current liabilities of $5,908,509. The company also experienced negative cash flow from operations of approximately $411,177 for the fiscal year ended June 30, 2025. VISM, a provider of IT infrastructure and cybersecurity services, has developed TruContext™, an AI-driven cybersecurity platform licensed from MITRE Corporation's CyGraph technology. A significant development is a November 2023 contract valued at over $20 million with Cybastion Institute of Technology for data center design and construction in Côte d'Ivoire and Benin, though no activity has occurred as of October 6, 2025. The company plans to generate revenue through virtual appliance, SaaS models, and professional services, but faces intense competition from established players like McAfee, Palo Alto Networks, and Splunk. Management and independent auditors have raised substantial doubts about VISM's ability to continue as a going concern.

Why It Matters

VISM's precarious financial position, marked by a $64.1 million accumulated deficit and a $5.84 million working capital deficit, signals extreme risk for investors. The company's reliance on its TruContext™ cybersecurity platform and a $20 million data center contract, which has seen no activity as of October 6, 2025, highlights significant operational and execution challenges. For employees, the going concern doubt creates job insecurity, while customers might question the long-term viability of VISM's cybersecurity solutions in a market dominated by well-capitalized competitors like Palo Alto Networks and Splunk. The broader market will view VISM as a highly speculative microcap, struggling to convert promising technology into sustainable revenue and profitability.

Risk Assessment

Risk Level: high — VISM's risk level is high due to an accumulated deficit of approximately $64.1 million as of June 30, 2025, and a working capital deficit of approximately $5.84 million. Management and independent auditors have explicitly raised substantial doubts about the company's ability to continue as a going concern, directly citing these financial metrics and negative cash flow from operations of approximately $411,177 for the fiscal year ended June 30, 2025.

Analyst Insight

Investors should avoid VISM given the explicit 'going concern' warning from auditors and management, coupled with a significant accumulated deficit and working capital deficit. The unactivated $20 million contract and intense competition in the cybersecurity market further compound the risks, suggesting a high probability of capital loss.

Key Numbers

• $64.1M — Accumulated Deficit (As of June 30, 2025, indicating significant historical losses.)
• $5.84M — Working Capital Deficit (As of June 30, 2025, showing current liabilities significantly exceed current assets.)
• $411,177 — Negative Cash Flow from Operations (For the year ended June 30, 2025, highlighting inability to generate cash from core business.)
• $20M — Data Center Contract Value (Awarded in November 2023, but with no activity as of October 6, 2025.)
• 5 — Full-time Employees (As of October 6, 2025, indicating a very small operational team.)
• $0.0015 — Share Price (On December 31, 2024, reflecting microcap status and low market valuation.)
• $0.0075 — Share Price (On October 3, 2025, showing recent trading price on OTC ID.)
• 417,544,861 — Common Stock Outstanding (As of October 6, 2025, indicating a large share count for a microcap.)
• 98 minutes — Average Time from Breach to Harm (According to CrowdStrike, emphasizing the need for real-time threat identification.)
• 14 months — SolarWinds Hack Undetected Period (Example used to illustrate the value proposition of TruContext™.)

Key Players & Entities

• VISIUM TECHNOLOGIES, INC. (company) — Registrant and cybersecurity solutions provider
• MITRE Corporation (company) — Licensor of CyGraph technology for TruContext™
• Cybastion Institute of Technology (company) — Partner for the $20 million data center contract
• McAfee, LLC (company) — Competitor in advanced threat protection
• Palo Alto Networks (company) — Competitor in advanced threat protection
• Splunk Inc. (company) — Competitor in advanced threat protection
• Dynatrace (company) — Competitor in advanced threat protection
• Okta (company) — Competitor in identity management
• Tableau (company) — Competitor in cloud platform providers
• US Army Cyber Command (regulator) — User of the original CyGraph technology

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: Management and independent auditors have raised substantial doubts about Visium's ability to continue as a going concern due to recurring net losses and an accumulated deficit of approximately $64.1 million as of June 30, 2025. The financial statements do not include adjustments for this uncertainty.
• Working Capital and Cash Flow Deficit [high — financial]: The company has a working capital deficit of approximately $5.84 million as of June 30, 2025, with current assets of $67,644 against current liabilities of $5,908,509. Furthermore, Visium experienced negative cash flow from operations of approximately $411,177 for the fiscal year ended June 30, 2025.
• Dependence on Key Personnel [medium — operational]: The company's future performance is heavily reliant on the continued services of its current management and key personnel. The failure to retain these individuals, for whom no key man insurance is carried, could materially and adversely affect business operations and prospects.
• Intense Competition [medium — market]: Visium faces intense competition from established players in the IT infrastructure and cybersecurity market, such as McAfee, Palo Alto Networks, and Splunk. This competitive landscape could hinder market penetration and revenue generation.
• Uncertainty in Contract Execution [medium — financial]: A significant contract valued at over $20 million with Cybastion Institute of Technology for data center design and construction was awarded in November 2023. However, as of October 6, 2025, no activity has occurred on this contract, raising concerns about its realization.

Industry Context

Visium Technologies operates in the highly competitive IT infrastructure and cybersecurity market. This sector is characterized by rapid technological advancements, particularly in AI-driven solutions, and a constant threat landscape. Established players like McAfee, Palo Alto Networks, and Splunk dominate the market, making it challenging for smaller companies to gain significant market share.

Regulatory Implications

As a publicly traded company, Visium is subject to SEC regulations and reporting requirements. The 'going concern' warnings from management and auditors highlight potential regulatory scrutiny and investor protection concerns. Compliance with data privacy and cybersecurity regulations is also critical for its service offerings.

What Investors Should Do

1. Monitor Contract Execution
2. Assess Cash Burn Rate
3. Evaluate TruContext™ Market Adoption
4. Consider Going Concern Risk

Key Dates

• 2025-06-30: Fiscal Year End — Reported accumulated deficit of $64.1 million and working capital deficit of $5.84 million.
• 2025-06-30: Fiscal Year End — Reported negative cash flow from operations of $411,177.
• 2023-11-01: Contract Awarded — Received a contract valued at over $20 million with Cybastion Institute of Technology, though no activity had occurred by October 6, 2025.
• 2018-03-01: Name Change and Management Change — Company changed its name to Visium Technologies, Inc. and brought in a new management team.
• 2019-03-01: Software License Agreement — Entered into an agreement with MITRE Corporation to license CyGraph technology, later rebranded as TruContext™.

Glossary

Accumulated Deficit

The total net losses of a company since its inception that have not been offset by profits. (Indicates significant historical unprofitability for Visium, reaching $64.1 million as of June 30, 2025.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (Visium had a working capital deficit of $5.84 million as of June 30, 2025, highlighting its inability to meet short-term obligations with current assets.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. (Management and auditors have raised substantial doubts about Visium's ability to continue as a going concern, a critical indicator of financial distress.)

CyGraph

A patented technology licensed by Visium from MITRE Corporation for cyber warfare analytics, visualization, and knowledge management, using graph database technology. (Forms the basis of Visium's TruContext™ platform, a key component of its cybersecurity service offering.)

TruContext™

Visium's rebranded commercialized version of MITRE's CyGraph technology, designed for real-time big data analytics in cybersecurity. (The company's proprietary cybersecurity platform intended to generate future revenue.)

SaaS

Software as a Service, a software distribution model where a third-party provider hosts applications and makes them available to customers over the Internet. (One of the planned revenue models for Visium's TruContext™ platform.)

Year-Over-Year Comparison

The provided 10-K filing focuses on the fiscal year ending June 30, 2025. Key metrics such as accumulated deficit ($64.1 million) and working capital deficit ($5.84 million) indicate a worsening financial position compared to any prior period where these figures might have been less severe. The negative cash flow from operations of $411,177 for the current year, coupled with the 'going concern' warnings, suggests a deteriorating financial condition that warrants close attention from investors.

Key Financial Figures

• $0.0001 — (g) of the Act: Common Stock, par value $0.0001 Indicate by check mark if the registr
• $0.0015 — 024 was $ 279,014 , at a share price of $0.0015 on that date. For purposes of this calc
• $20 million — ntract in November, 2023 valued at over $20 million from its partner, Cybastion Institute o
• $0.0075 — k on the OTC ID on October 3, 2025, was $0.0075. 6 Table of Contents Recent Develo
• $64.1 million — an accumulated deficit of approximately $64.1 million as of June 30, 2025. These factors, amo
• $5.84 million — rking capital deficit was approximately $5.84 million as of June 30, 2025. This deficit consi
• $67,644 — June 30, 2025. This deficit consists of $67,644 in current assets, offset by $5,908,509
• $5,908,509 — of $67,644 in current assets, offset by $5,908,509 in current liabilities. In addition, we
• $411,177 — ar ended June 30, 2025 of approximately $411,177. We do not have any liquid or other ass
• $1,593,484 — preferred shares in the future. We had $1,593,484 of convertible notes, notes payable, an
• $1,117,285 — t payable as of June 30, 2025, of which $1,117,285 of this amount is past due, and we do n
• $190,450 — urrent fiscal year. Currently, there is $190,450 principal amount of the convertible not
• $535,000 — rtible notes payable which is past due, $535,000 principal of the notes payable which is
• $391,835 — he notes payable which is past due, and $391,835 of accrued interest which is past due.

Filing Documents

• vism_10k.htm (10-K) — 1313KB
• vism_ex311.htm (EX-31.1) — 10KB
• vism_ex312.htm (EX-31.2) — 10KB
• vism_ex321.htm (EX-32.1) — 5KB
• vism_ex322.htm (EX-32.2) — 5KB
• vism_10kimg8.jpg (GRAPHIC) — 4KB
• vism_10kimg9.jpg (GRAPHIC) — 3KB
• vism_10kimg7.jpg (GRAPHIC) — 3KB
• vism_10kimg5.jpg (GRAPHIC) — 7KB
• 0001654954-25-011506.txt ( ) — 5638KB
• vism-20250630.xsd (EX-101.SCH) — 59KB
• vism-20250630_lab.xml (EX-101.LAB) — 319KB
• vism-20250630_cal.xml (EX-101.CAL) — 43KB
• vism-20250630_pre.xml (EX-101.PRE) — 269KB
• vism-20250630_def.xml (EX-101.DEF) — 142KB
• vism_10k_htm.xml (XML) — 852KB

Business

Item 1. Business. 4

Risk Factors

Item 1A. Risk Factors. 7

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. 11

Cybersecurity

Item 1C. Cybersecurity 11

Properties

Item 2. Properties. 11

Legal Proceedings

Item 3. Legal Proceedings. 11

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. 11 PART II 12

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 12

Selected Financial Data

Item 6. Selected Financial Data. 13

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 19

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 19

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. 19

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 19

Controls and Procedures

Item 9A. Controls and Procedures. 19

Other Information

Item 9B. Other Information. 20 PART III 21

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 21

Executive Compensation

Item 11. Executive Compensation. 24

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters. 25

Certain Relationship and Related Party Transactions, and Director Independence

Item 13. Certain Relationship and Related Party Transactions, and Director Independence. 26

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. 27 PART IV 28

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. 28 3 Table of Contents Part I

Business

Item 1. Business Overview Visium Technologies, Inc. ("Visium") was incorporated in Nevada as Jaguar Investments, Inc. during October 1987. During March 2003, a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a development stage company in the logistics software business. During May 2003, the Company changed its name to Power2Ship, Inc. During October 2006, the Company merged with a newly formed, wholly owned subsidiary, Fittipaldi Logistics, Inc., a Nevada corporation, with the Company surviving but its name changed to Fittipaldi Logistics, Inc. effective November 2006. During December 2007, the Company merged with a newly formed, wholly owned subsidiary, NuState Energy Holdings, Inc., a Nevada corporation, with the Company surviving but renamed NuState Energy Holdings, Inc. effective December 2007. In March 2018, the Company brought in a new management team and changed its name to Visium Technologies, Inc. Visium is a provider of IT infrastructure professional services including network engineering, system engineering, converged infrastructure deployment, software development, Artificial Intelligence application development, and cybersecurity services. The Company provides a comprehensive suite of cybersecurity and AI solutions. Visium's proprietary cyber security visualization, big data analytics and automation platform operates in the traditional cyber security space, as well as in the Internet of Things and data analytics spaces. In March 2019, Visium entered into a software license agreement with MITRE Corporation to license a patented technology known as CyGraph, a tool for cyber warfare analytics, visualization and knowledge management. CyGraph is a military-grade, highly scalable big data analytics tool for cyber security, using graph database technology. The development of the technology was sponsored by the US Army and is currently in use by U.S. Army Cyber Command. CyGraph provides advanced analytics for cybersecurity situation

Risk Factors

Item 1A. Risk Factors Investing in our securities involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this Annual Report we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock and warrants could decline due to any of these risks or uncertainties, and you may lose part or all of your investment. Risks Related to Our Business Management and our independent auditors have raised substantial doubts as to our ability to continue as a going concern . Our financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring net losses which losses caused an accumulated deficit of approximately $64.1 million as of June 30, 2025. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our future performance will depend on the continued engagement of key members of our management team. Our future performance depends to a large extent on the continued services of members of our current management and other key personnel. While we have employment agreements with certain of our executive officers and key employees, the failure to secure the continued services of these or other key personnel for any reason, could have a material adverse effect on our business, operations, and prospects. We currently do not carry "key man insurance" on any

View Full Filing

View this 10-K filing on SEC EDGAR