Vemanti Group Files 8-K: Agreements, Debt, and Equity Sales

TL;DR

Vemanti Group just dropped an 8-K: new deals, debt, and sold some stock. Watch out for dilution.

AI Summary

On May 28, 2024, Vemanti Group, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, creating a direct financial obligation, and reporting unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates potential new financial commitments and equity dilution for Vemanti Group, Inc., which could impact its financial structure and stock value.

Risk Assessment

Risk Level: medium — The filing details new financial obligations and unregistered equity sales, which can introduce financial risk and potential stock dilution.

Key Players & Entities

• Vemanti Group, Inc. (company) — Registrant
• May 28, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of incorporation
• 46-5317552 (identifier) — IRS Employer Identification No.
• 7545 Irvine Center Dr., Ste 200, Irvine, CA 92618 (address) — Principal executive offices
• (949) 559-7200 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $162,750 — missory note in the principal amount of $162,750, issued with an original issue discount
• $12,750 — sued with an original issue discount of $12,750 such that the purchase price was $150,0
• $150,000 — 12,750 such that the purchase price was $150,000 (the "Note"). On May 21, 2024, we ente
• $0 — on) of the Company's common stock minus $0.10, but under no circumstances less tha
• $0.10 — 0, but under no circumstances less than $0.10 or more than $0.30. The preceding summ
• $0.30 — cumstances less than $0.10 or more than $0.30. The preceding summary of the Note Ame

Filing Documents

• vmnt_8k.htm (8-K) — 31KB
• vmnt_ex1019.htm (EX-10.19) — 9KB
• vmnt_ex1020.htm (EX-10.20) — 9KB
• vmnt_ex1021.htm (EX-10.21) — 32KB
• vmnt_ex1021img4.jpg (GRAPHIC) — 2KB
• vmnt_ex1021img3.jpg (GRAPHIC) — 2KB
• 0001477932-24-003336.txt ( ) — 213KB
• vmnt-20240528.xsd (EX-101.SCH) — 6KB
• vmnt-20240528_lab.xml (EX-101.LAB) — 13KB
• vmnt-20240528_cal.xml (EX-101.CAL) — 1KB
• vmnt-20240528_pre.xml (EX-101.PRE) — 8KB
• vmnt-20240528_def.xml (EX-101.DEF) — 2KB
• vmnt_8k_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement FirstFire Note Amendment As previously reported, on May 10, 2023 Vemanti Group Inc., (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company, ("FirstFire") pursuant to which we issued a twelve (12) month, 9% interest per annum, secured promissory note in the principal amount of $162,750, issued with an original issue discount of $12,750 such that the purchase price was $150,000 (the "Note"). On May 21, 2024, we entered into Amendment No. 1 and Amendment No. 2 to the Note (collectively the "Note Amendments") whereby the maturity date was extended to August 9, 2024 and the conversion price was adjusted to the current market price (the closing price of the common stock the day immediately prior to the date of conversion) of the Company's common stock minus $0.10, but under no circumstances less than $0.10 or more than $0.30. The preceding summary of the Note Amendments do not purport to be complete and are qualified in their entirety by reference to the Note Amendments, copies of which are filed as Exhibits 10.19 and 10.20 hereto and is incorporated herein by reference. Marketing Services Agreement On May 28, 2024 we entered into a Marketing Services Agreement (the "Agreement") with Outside The Box Capital Inc., a Canadian company ("Box Capital"), pursuant to which Box Capital will provide certain marketing and distribution services to the Company for a three month term in consideration for the payment of a consulting fee of $150,000 worth of restricted shares of the Company's common stock. The parties may terminate the Agreement by mutual consent. Additionally, either party may terminate the Agreement if the other party files for bankruptcy, becomes insolvent, or is in material breach of the Agreement. The Company must provide notice of termination no later than 10 days before the end of the

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 common stock, when issued pursuant to the Agreement, will not be 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. At the time of their issuance, the shares of common stock will be deemed to be restricted securities for purposes of the Act and will bear restrictive legends to that effect. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibit No. Description 10.19 Form on Note Amendment No. 1 by and between the Company and FirstFire Global Opportunities Fund, LLC 10.20 Form on Note Amendment No. 2 by and between the Company and FirstFire Global Opportunities Fund, LLC 10.21 Marketing Services Agreement by and between the Company and Outside The Box Capital Inc. dated May 28, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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. Date: May 28, 2024 By: /s/ Tan Tran Tan Tran Chief Strategy Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR