Vemanti Group Reports Material Agreements & Officer Changes

TL;DR

Vemanti Group entered/terminated deals, took on debt, and changed exec comp. Details TBD.

AI Summary

Vemanti Group, Inc. filed an 8-K on December 23, 2024, reporting on events that occurred on December 17, 2024. The filing indicates the entry into and termination of material definitive agreements, the creation of direct financial obligations, and changes in executive compensation. Specific details regarding the nature of these agreements, obligations, and compensation changes are not elaborated in the provided text.

Why It Matters

This filing signals significant corporate actions, including potential new financial commitments and changes in leadership or compensation, which could impact the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and changes in officer compensation, which can introduce financial and operational risks.

Key Players & Entities

• Vemanti Group, Inc. (company) — Registrant
• December 17, 2024 (date) — Earliest event reported
• December 23, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — y's Series A Preferred Stock, par value $0.0001 (the " Series A Preferred Stock "), Vin
• $128,500.00 — ust 6, 2021, that Mr. Tran will deposit $128,500.00 with the Company, and the Company will
• $128,500 — evious loan, in the principal amount of $128,500.00, accruing interest at the rate of 1%

Filing Documents

• vmnt_8k.htm (8-K) — 40KB
• vmnt_ex1022.htm (EX-10.22) — 58KB
• vmnt_ex1023.htm (EX-10.23) — 11KB
• vmnt_ex1024.htm (EX-10.24) — 96KB
• vmnt_ex995.htm (EX-99.5) — 268KB
• 0001477932-24-008278.txt ( ) — 636KB
• vmnt-20241217.xsd (EX-101.SCH) — 6KB
• vmnt-20241217_lab.xml (EX-101.LAB) — 13KB
• vmnt-20241217_cal.xml (EX-101.CAL) — 1KB
• vmnt-20241217_pre.xml (EX-101.PRE) — 8KB
• vmnt-20241217_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. Rescission Transaction Rescission Agreement As previously disclosed, 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 "). 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 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 9,200,000 newly issued shares of Series B Preferred Stock, which shares were issued pro rata to each Shareholder based on their VinHMS shareholdings, and (ii) the issuance to the Shareholders of all 40,000,000 authorized shares of Series A Preferred Stock, which shares were issued pro rata to each Shareholder based on their VinHMS shareholdings. Subsequent to consummating these transactions, the parties determined that they would unwind the transactions as set forth in the Share Exchange Agreement and in the other agreements entered into in connection therewith. Accordingly, on December 17, 2024, the Company entered into a Mutual Rescission Agreement and Release (the " Rescission Agreement ") by and among the Company, Mr. Tran, the Shareholders and VinHMS. Pursuant to the terms of the Rescission Agreement, the parties agreed to unwind the trans

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement . On December 20, 2024, the following agreements were terminated: (i) the Nguyen Employment Agreement, (ii) the Tran Employment Agreement, (iii) the Registration Rights Agreement, (iv) the Lock-Up Agreement, and (v) the LLC Transfer Agreement. The information set forth under Item 1.01 hereof, to the extent applicable, is incorporated herein by reference. 3 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information regarding the New Loan contained in Item 1.01 is hereby incorporated by reference in this Item 2.03. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Pursuant to the terms of the Rescission Agreement, effective December 20, 2024, Mr. Nguyen resigned as Chief Executive Officer and a member of the Company's board of directors. Effective December 20, 2024, Ms. Le resigned as a member of the Company's board of directors. Mr. Nguyen's and Ms. Le's resignations are not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective December 20, 2024, Mr. Tran was appointed Chief Executive Officer of the Company.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (b) Pro Forma Financial Information . In accordance with Item 9.01(b), the Company's pro forma unaudited condensed combined financial statements for the nine months ended September 30, 2024 are filed with this Report as Exhibit 99.5 and incorporated herein by reference. (d) Exhibits Exhibit Number Description 10.22* Mutual Rescission Agreement and Release, dated December 17, 2024, by and among Vemanti Group, Inc., Tan Tran, VinHMS Pte. Ltd., Hoang Van Nguyen, and Asian Star Trading & Investment Pte. Ltd. 10.23 Letter Agreement, dated December 17, 2024, between Vemanti Group, Inc. and Tan Tran 10.24 Loan Agreement, dated December 20, 2024, by and between Tan Tran and Vemanti Group, Inc. 99.5 Pro forma unaudited condensed combined financial statements for the nine months ended September 30, 2024 for Vemanti Group, Inc. and VoiceStep LLC. 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) or 601(a)(5), as applicable. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 4

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: December 23, 2024 By: /s/ Tan Tran Name: Tan Tran Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR