vemanti_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2023

VEMANTI GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56266

46-5317552

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

7545 Irvine Center Dr., Ste 200,Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 559-7200

(Former name or former address, if changed since last report.)

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 18, 2023, Vemanti Group, Inc., a Nevada corporation (“Vemanti”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Benjamin Liu and James Sun (the “Sellers”), as the sole shareholders of DevBlock Technologies, Inc., a Delaware corporation (the “Corporation”), whereby, on the terms and subject to the conditions stated therein, Vemanti will acquire the Corporation.

On July 1, 2023, Vemanti and the Sellers entered into that certain Amendment to the Stock Purchase Agreement (the “Amendment”), which amends the Stock Purchase Agreement to change the outside closing date in Section 7.01(c) of the Stock Purchase Agreement from June 30, 2023 to July 31, 2023.

Other than as expressly modified by the Amendment, the Stock Purchase Agreement, which was filed as Exhibit 10.14 to the Current Report on Form 8-K filed by Vemanti with the Securities and Exchange Commission on April 24, 2023, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, which is attached as Exhibit 10.18 hereto and incorporated herein by reference.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.18		Amendment to the Stock Purchase Agreement, dated July 1, 2023, by and between Vemanti Group, Inc., Benjamin Liu and James Sun
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 hereunto duly authorized.

	VEMANTI GROUP, INC.

Date: July 6, 2023	By:	/s/ Tan Tran
	Name:	Tan Tran
	Title:	Chief Executive Officer

EXHIBIT 10.18

EXECUTION VERSION

AMENDMENT TO STOCK PURCHASE AGREEMENT

AMENDMENT, effective as of July 1, 2023 (this “Amendment”), to the Stock Purchase Agreement, dated as of April 18, 2023, (the “Stock Purchase Agreement”), by and among Benjamin Liu, James Sun, and the Vemanti Group, Inc., a Nevada corporation (each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement.

WHEREAS, the Parties desire to amend the Stock Purchase Agreement as set forth below in accordance with Section 8.10 thereof.

NOW, THEREFORE, in consideration of the foregoing, and the mutual promises herein made, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereby agree as follows:

1. Amendment. The Stock Purchase Agreement is hereby amended as follows:

a. Section 7.01(c) is hereby amended to delete the date of “June 30, 2023” and replace it with “July 31, 2023.”

2. Entire Agreement. This Amendment and the Stock Purchase Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Parties and thereto with respect to the subject matter hereof and thereof.

3. No Other Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Stock Purchase Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. All references to “Agreement” in the Stock Purchase Agreement shall be deemed to refer to the Stock Purchase Agreement as amended by this Amendment.

4. Miscellaneous. The provisions of Article VIII (General Provisions) of the Stock Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment mutatis mutandis.

[Signature Page Follows]

EXECUTION VERSION

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

The Purchaser:
	VEMANTI GROUP, INC.

	By:	/s/ Tan Tran
	Name:	Tan Tran
	Title:	Chief Executive Officer

The Sellers:

	By:	/s/ Benjamin Liu
	Name:	Benjamin Liu

	By:	/s/ James Sun
	Name:	James Sun

[Signature Page to Amendment to Stock Purchase Agreement]