Tan Tran Amends Vemanti Group Stake

TL;DR

Tan Tran updated their Vemanti Group filing on 4/10/24. Check for ownership changes.

AI Summary

Tan Tran, through an amendment filed on April 10, 2024, has updated their Schedule 13D filing for Vemanti Group, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. The address provided for both the company and Tan Tran is 7545 Irvine Center Dr., Suite 200, Irvine, CA 92618.

Why It Matters

This amendment signals a potential shift in control or significant shareholder interest in Vemanti Group, Inc., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant shareholder activity that can lead to volatility.

Key Numbers

• 20240410 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Tan Tran (person) — Filing person and beneficial owner
• Vemanti Group, Inc. (company) — Subject company
• Mark Crone, Esq. (person) — Authorized person to receive notices
• The Crone Law Group, P.C. (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• vemanti_sc13da.htm (SC 13D/A) — 39KB
• vemanti_exa.htm (EX-1) — 283KB
• vemanti_exb.htm (EX-2) — 31KB
• 0001477932-24-001966.txt ( ) — 354KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 2 to the Schedule 13D (this " Amendment No. 2 ") relates to the Common Stock of Vemanti Group, Inc., a Nevada corporation with principal executive offices located at 7545 Irvine Center Dr., Suite 200, Irvine, CA 92618 (the " Issuer "), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on July 7, 2021 (the " Initial Schedule "), as amended and supplemented by Amendment No. 1 filed on October 24, 2023 (the " Amendments ", together with the Initial Schedule, the " Schedule 13D ") on behalf of the Reporting Person. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

Identity and Background

Item 2. Identity and Background.

(c) of Schedule 13D is hereby amended and restated as follows

Item 2(c) of Schedule 13D is hereby amended and restated as follows: (c) Mr. Tran's principal occupation is serving as the Chief Strategy Officer of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended and supplemented to add the following

Item 4 is hereby amended and supplemented to add the following: On April 1, 2024, Mr. Tran entered into a Share Exchange Agreement (the " Share Exchange Agreement ") with the Issuer, VinHMS Pte. Ltd., a Singapore private company limited by shares (" VinHMS ") and VinHMS's shareholders. Pursuant to the terms of the Share Exchange Agreement, on April 9, 2024, Mr. Tan contributed to the Issuer all 40,000,000 shares of the Series A Preferred Stock held by him in exchange for 800,000 newly issued shares Series B Preferred Stock. In connection with the Share Exchange Agreement, Mr. Tran also entered into a Lock-Up Agreement with the Issuer that provides that the Series B Preferred Stock is subject to an twelve (12) month lock-up on transferring, selling or converting the Series B Preferred Stock into shares of Common Stock until April 1, 2025, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of Schedule 13D is hereby amended and restated as follows

Item 5 of Schedule 13D is hereby amended and restated as follows: The information set forth on the cover page of Amendment No. 2 is hereby incorporated by reference into this Item 5. As of the date of this Schedule 13D, Mr. Tran beneficially owns an aggregate of 20,155,000 shares of the Common Stock, which is approximately 27.8% of the Common Stock issued and outstanding as of the Issuer's latest annual report on Form 10-K filed with the SEC on March 28, 2024. Mr. Tran also holds 800,000 shares of Series B Preferred Stock, which constitute 8% of the Series B Preferred Stock issued and outstanding as of the date of this report. The Series B Preferred Stock is convertible into shares of Common Stock and each share of Series B Preferred Stock is entitled to 26 votes of Common Stock. Collectively, Mr. Tran beneficially owns 40,955,000 or 44%, on an as-converted to common stock basis, of the shares reported herein and is deemed to control and/or have shared disposition rights and voting rights over such shares. There have been no other transactions in the shares of Common Stock effected by Mr. Tran during the past 60 days. 3

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit A. 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. Exhibit B. 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. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 10, 2024 /s/ Tan Tran Name: Tan Tran [Signature page to Schedule 13D] 5

View Full Filing

View this SC 13D/A filing on SEC EDGAR