Vemanti Group Reports Material Agreements & Acquisitions

TL;DR

Vemanti Group filed an 8-K detailing acquisitions, equity sales, and control changes effective April 1st.

AI Summary

On April 1, 2024, Vemanti Group, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and changes in control of the registrant. The report also covers the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Financial statements and exhibits related to these events were also filed.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions and changes in control, which could materially impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and changes in control, which inherently carry higher risk due to potential integration challenges and strategic shifts.

Key Players & Entities

• Vemanti Group, Inc. (company) — Registrant
• April 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — y's Series A Preferred Stock, par value $0.0001 (the " Series A Preferred Stock "), Vin
• $1,000,000 — will be capped at one million dollars ($1,000,000), which amount is payable in Series B P
• $2000 — n of claims under two thousand dollars ($2000) and a tipping basket of twenty thousan
• $20,000 — ping basket of twenty thousand dollars ($20,000). The preceding summary of the Share
• $120,000 — ne hundred and twenty thousand dollars ($120,000) and will be eligible for an annual inc
• $540,000 — ment, Mr. Tran will receive a salary of $540,000 (the " Base Salary ") for a term of thr
• $180,000 — three (3) years, payable at the rate of $180,000 per year, and will be eligible for an a

Filing Documents

• vmnt_8k.htm (8-K) — 62KB
• vmnt_ex21.htm (EX-2.1) — 285KB
• vmnt_ex42.htm (EX-4.2) — 28KB
• vmnt_ex1014.htm (EX-10.14) — 4KB
• vmnt_ex1015.htm (EX-10.15) — 106KB
• vmnt_ex1016.htm (EX-10.16) — 28KB
• vmnt_ex1017.htm (EX-10.17) — 46KB
• vmnt_ex1018.htm (EX-10.18) — 49KB
• 0001477932-24-001888.txt ( ) — 846KB
• vmnt-20240401.xsd (EX-101.SCH) — 6KB
• vmnt-20240401_lab.xml (EX-101.LAB) — 13KB
• vmnt-20240401_cal.xml (EX-101.CAL) — 1KB
• vmnt-20240401_pre.xml (EX-101.PRE) — 8KB
• vmnt-20240401_def.xml (EX-101.DEF) — 2KB
• vmnt_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Share Exchange Agreement On April 1, 2024, Vemanti Group, Inc., a Nevada corporation (the " Company "), entered into and consummated the transactions contemplated by a share exchange agreement (the " Share Exchange Agreement ") by and among the Company, Mr. Tan Tran, as the sole holder of the Company's Series A Preferred Stock, par value $0.0001 (the " Series A Preferred Stock "), VinHMS Pte. Ltd., a Singapore private company limited by shares (" VinHMS "), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (" Asian Star "), the sole shareholders of VinHMS (the " Shareholders "). VinHMS is a technology solutions provider specializing in digital transformation for the hospitality industry across Southeast Asia. VinHMS's native cloud-based platforms focus on reducing overall costs, streamlining processes, enhancing operational efficiency, accelerating new innovations, improving guest experiences, and increasing financial performance for hotel operators utilizing artificial intelligence (AI), machine learning (ML), and proprietary advanced algorithms. In addition to its flagship hospitality management solution, CiHMS, VinHMS offers a suite of products, including asset management (CiAMS), theme park management (CiTMS), and a digital transformation solution for small hotels (CiTravel). Pursuant to the terms of the Share Exchange Agreement, Mr. Tran contributed all of his shares of Series A Preferred Stock to the Company in exchange for eight hundred thousand (800,000) newly issued shares of the Company's Series B Convertible Preferred Stock, par value $0.0001 per share (the " Series B Preferred Stock "). The Shareholders transferred all the issued and outstanding shares of VinHMS to the Company in exchange for (i) the issuance of nine million two hundred thousand (9,200,000) newly issued shares of Series B Preferred Stock, which shares were issued pro rata to each Shareholder based on their

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 above is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Items 1.01 above is incorporated herein by reference. The issuance of the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Stock Exchange Agreement was not registered under the Securities Act of 1933, as amended (the " Securities Act "), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement and are subject to further contractual restrictions on transfer as described below.

01 Changes In Control of Registrant

Item 5.01 Changes In Control of Registrant. The information set forth in Item 1.01 above is incorporated herein by reference. As more fully described in Item 1.01 above, as consideration for all of the equity interests in VinHMS the Company issued (i) forty million (40,000,000) shares of Series A Preferred Stock in the aggregate to the Shareholders, consisting of fourteen million (14,000,000) shares to Mr. Nguyen and twenty-six million (26,000,000) shares to Asian Star; and (ii) nine million two hundred thousand (9,200,000) shares of Series B Preferred Stock to the Shareholders, with three million two hundred and twenty thousand (3,220,000) shares to Mr. Nguyen and five million nine hundred and eighty thousand (5,980,000) shares to Asian Star. Upon these issuances, Asian Star gained voting control over more than fifty-six percent (56%) of the Common Stock on an as-converted, fully diluted basis. As a result, Asian Star is able to unilaterally control the election of the Board, all matters upon which shareholder approval is required and, ultimately, the direction of the Company. 5 The Shareholders and Mr. Tran may convert their shares of Series B Preferred Stock into Common Stock at any time after the expiration of the Lock-Up Agreement. Their ability to convert is restricted by the terms of the Series B Preferred Stock, in that the Company may refuse to convert any portion of Series B Preferred Stock to the extent that after giving effect to such conversion, any such holder, together with any affiliate thereof, would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, in excess of 9.99% of the number of shares of Common Stock outstanding, immediately after giving effect to such conversion. In addition, once Mr. Nguyen's appointment to the Board becomes effective, the Company will have changed more than fifty percent (50%) of the members of the Board as discussed in more detail in Item 1.01 abov

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the registrant by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date upon which this Current Report on Form 8-K must be filed. (b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the registrant by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date upon which this Current Report on Form 8-K must be filed. 6 (d) Exhibits Exhibit Number Description 2.1* Share Exchange Agreement, dated April 1, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyn and Asian Star Trading & Investment Pte. Ltd. 4.2 Lock-Up Agreement, dated April 1, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, Mr. Mr. Hoang Van Nguyn and Asian Star Trading & Investment Pte. Ltd. 10.14 Board Agreement Letter, dated April 1, 2024, by and between Vemanti Group, Inc. and Mr. Mr. Hoang Van Nguyn. 10.15 Registration Rights Agreement, dated April 1, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Mr. Hoang Van Nguyn and Asian Star Trading & Investment Pte. Ltd. 10.16 LLC Membership Interest Transfer Agreement, dated April 1, 2024, by and between Vemanti Group, Inc. and Mr. Tan Tran. 10.17 Employment Agreement, dated April 1, 2024, by and between Vemanti Group, Inc. and Mr. Mr. Hoang Van Nguyn. 10.18 Employment Agreement, dated April 1, 2024, by and between Vemanti Group, Inc. and Mr. Tan Tran. 104 Inline XBRL for the cover page of this Current Report on Form 8-K * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VEMANTI GROUP, INC. Dated: April 5, 2024 By: /s/ Tan Tran Name: Tan Tran Title: Chief Strategy Officer 8

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View this 8-K filing on SEC EDGAR