On September 21, 2026, Visium Technologies, Inc. (OTCID: VISM) announced the execution of a non-binding term sheet with counterparties regarding a proposed assignment of specified contract-use, offtake, and deployment rights. The filing indicates that these rights would be assigned into a newly formed Indonesian limited-liability PMA company, tentatively named PT Visium Compute Indonesia (PTVCI).
Under the proposed structure, a wholly owned Delaware subsidiary of Visium would hold a 99 percent equity interest in PTVCI, with a local nominee holding the remaining 1 percent. The filing specifies that the transaction is an assignment of identified rights and is not an acquisition of an existing operating company. It explicitly states that the move would not cause Visium to become a semiconductor manufacturer or to assume historical liabilities of the design firm.
The term sheet is non-binding except for customary provisions governing exclusivity, confidentiality, expense allocation, and the choice of Florida law. Economic terms, including the issuance of a newly designated series of non-voting convertible preferred stock (Series F Preferred Stock) and any cash consideration, remain subject to authorization by the Company’s Board of Directors. If a closing occurs, consideration is expected to consist of Series F Preferred Stock issued in a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b). No cash is payable at a closing unless the Board separately authorizes a cash component.
Closing of the proposed transaction remains subject to numerous conditions that have not yet been satisfied. These include the finalization of written device specifications, required third-party manufacturing and distribution consents, U.S. export-control classification, Indonesian PMA and special-economic-zone approvals, and corporate approvals required under the Florida Business Corporation Act. The filing notes that the term sheet expires if a definitive agreement is not entered into by the date specified therein.
The Company also disclosed that certain persons who beneficially own voting securities of Visium, including an entity associated with Dr. Niclas Adler and Chairman and Chief Executive Officer Paul R. Taylor, have relationships with parties expected to participate in the transaction. These relationships constitute a director’s conflict of interest transaction under Section 607.0832 of the Florida Business Corporation Act. The Board, currently consisting of two executive officers, has not yet completed the review required by this section, and the transaction cannot be authorized without either the appointment of additional qualified directors, shareholder action, or a determination of fairness.
The Company emphasized that it is not announcing a partnership, a manufacturing arrangement, allocated power capacity, contracted revenue, or projected revenue. It also stated that it is not treating the term sheet as a material definitive agreement and will file a subsequent Current Report on Form 8-K if and when a material definitive agreement is executed.
