Vemanti Group, Inc 8-K, filed Dec 23, 2024
Vemanti Group, Inc. (VMNT)
About this 8-K
Vemanti Group, Inc filed this 8-K on December 23, 2024, reporting on events of December 17, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 transactions as set forth in the Share Exchange Agreement and in the other agreements entered into in connection therewith, so as to place each of the parties to the Share Exchange Agreement in the position that they were as of immediately prior to the closing of the transactions as set forth in and as contemplated by the Share Exchange Agreement and the related agreements. On December 20, 2024, the transactions contemplated by the Rescission Agreement were consummated.
Pursuant to the terms of the Rescission Agreement, among other things, the parties agreed as follows:
i. The Shareholders agreed to transfer to the Company 9,200,000 shares of the Series B Preferred Stock.
ii. The Shareholders agreed to transfer to the Company 40,000,000 shares of Series A Preferred Stock.
iii. Mr. Tran agreed to transfer to the Company 800,000 shares of Series B Preferred Stock.
iv. The Company agreed to transfer to the Shareholders all the issued and outstanding VinHMS Shares.
v. As promptly as possible after the date of the Rescission Agreement, the Company will issue up to 40,000,000 shares of Series A Preferred Stock to Mr. Tran.
vi. Mr. Nguyen agreed to resign as a director and officer of the Company.
vii. Ms. Trinh Tuyet Mai Le agreed to resign as a director of the Company.
viii. Mr. Tran agreed to return to the office of the Chief Executive Officer.
ix. Mr. Tran agreed to transfer all the membership interests in VoiceStep Telecom LLC (“VoiceStep”) back to the Company at least one (1) business day prior to the execution of the Rescission Agreement, which transfer is set forth in the Letter Agreement, dated December 17, 2024, between Mr. Tran and the Company (the “Letter Agreement”).
x. Mr. Tran, the Company and VinHMS agreed, in connection with the payment of the amounts due by the Company to Mr. Tran under the Loan Agreement, dated August 6, 2021, that Mr. Tran will deposit $128,500.00 with the Company, and the Company will issue to Mr. Tran a new loan, on the same terms and conditions as the previous loan, in the principal amount of $128,500.00, accruing interest at the rate of 1% per annum and due on December 20, 2025 (the “New Loan”).
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In addition, pursuant to the terms of the Rescission Agreement, the parties agreed to terminate:
i. The Executive Employment Agreement, dated as of April 1, 2024, (the “Nguyen Employment Agreement”) by and between the Company and Mr. Nguyen.
ii. The Executive Employment Agreement, dated as of April 1, 2024, (the “Tran Employment Agreement”) by and between the Company and Mr. Tran.
iii. The Registration Rights Agreement, dated April 1, 2024, (the “Registration Rights Agreement”) by and among the Company, Mr. Tran, VinHMS and the Shareholders.
iv. The Lock-up Agreement, dated as of April 1, 2024, (the “Lock-Up Agreement”) by and among the Company, Mr. Tran, VinHMS and the Shareholders.
v. The LLC Membership Interest Transfer Agreement, dated as of April 1, 2024 (the “LLC Transfer Agreement”), by and between the Company and Mr. Tran.
The Rescission Agreement contains certain mutual releases, and covenants, representations and warranties customary for an agreement of this type.
The foregoing summary of the Rescission Agreement and the transfer of the membership interests in VoiceStep is qualified in its entirety by the terms of the Rescission Agreement and the Letter Agreement, which are filed as Exhibits 10.22 and 10.23, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Loan Agreement
On December 20, 2024, the Company and Mr. Tran executed the New Loan in the principal amount of $128,500.00. The New Loan bears simple interest at a rate of 1% per annum to the maturity date, December 20, 2025, or such earlier date as the New Loan may be paid pursuant to the terms of the New Loan. There is no penalty or premium for prepayment. In the Event of Default (as defined in the New Loan), Mr. Tran may, at his option, declare the entire indebtedness under the New Loan immediately due and payable.
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.
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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.
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 |
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| Letter Agreement, dated December 17, 2024, between Vemanti Group, Inc. and Tan Tran | |
| Loan Agreement, dated December 20, 2024, by and between Tan Tran and Vemanti Group, Inc. | |
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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.
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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 | ||
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EXHIBIT 10.22
EXECUTION VERSION
MUTUAL RESCISSION AGREEMENT AND RELEASE
THIS MUTUAL RESCISSION AGREEMENT AND RELEASE (this “Rescission Agreement”), dated as of December 17, 2024, by and among Vemanti Group, Inc., a Nevada corporation (the “Company”), Mr. Tan Tran, the founder and Chief Strategy Officer of the Company (the “Mr. Tran”), VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), Mr. Hoang Van Nguyen, Chief Executive Officer of the Company and former shareholder of VinHMS (“Mr. Nguyen”) and Asian Star Trading & Investment Pte. Ltd., former shareholder of VinHMS and majority shareholder of the Company (“Asian Star”, and, together with Mr. Nguyen, the “Shareholders”). The parties to this Rescission Agreement are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”
RECITALS
WHEREAS, the Parties are parties to that certain Share Exchange Agreement, dated April 1, 2024 (the “Share Exchange Agreement”), pursuant to which VinHMS and the Company entered into a series of transactions (the “Share Exchange Transactions”) that resulted in VinHMS becoming a wholly-owned subsidiary of the Company and the Shareholders gaining beneficial control of the Company and voting control over any shareholder vote. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Share Exchange Agreement;
WHEREAS, as part of the Share Exchange Transactions and in exchange for eight hundred thousand (800,000) newly issued shares of Series B Preferred Stock, Mr. Tran contributed all of his shares of Series A Preferred Stock to the Company;
WHEREAS, as part of the Share Exchange Transactions and 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 VinHMS shareholdings, and (ii) the issuance to the Shareholders of all forty million (40,000,000) authorized shares of Series A Preferred Stock, which shares were issued pro rata to each Shareholder based on their VinHMS shareholdings, the Shareholders transferred all the issued and outstanding shares of VinHMS to the Company; and
WHEREAS, the Parties now desire to unwind the transactions as set forth in the Share Exchange Agreement and the transactions set forth in the other agreements entered into in connection with the Share Exchange Agreement, and each Party desires to grant a general release to each other Party, as set forth herein, so as to place each of the Parties in the position that they were as of immediately prior to the closing of the Share Exchange Transaction, as set forth in and as contemplated by the Share Exchange Agreement and the related agreements.
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
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EXECUTION VERSION
Article I. RECISSION OF SHARE EXCHANGE AGREEMENT
Section 1.01 Rescission of Transaction Documents. The Parties hereby agree to, subject to the terms and conditions of this Agreement and at the Closing (as defined herein), to rescind all agreements entered into in connection with the Share Exchange Transactions. This rescission and termination includes the Share Exchange Agreement and any other agreements and related documents entered into in connection with the Share Exchange Agreement, including as set forth in Section 1.04 herein. As a result of the consummation of the rescission and termination transactions set forth herein, VinHMS will be wholly owned by the Shareholders and neither the Shareholders nor VinHMS will be an affiliate of the Company.
Section 1.02 Closing; Transfer of Shares; Redemption of Stock.
(a) The closing of the transactions contemplated herein (the “Closing”) shall take place on December 20, 2024 or earlier, as otherwise agreed (the “Closing Date”).
(b) The Parties acknowledge and agree that after the closing under the Share Exchange Agreement and pursuant to the terms of the Share Exchange Agreement, the following share transfers were completed.
(i) The Company issued twenty-six million (26,000,000) shares of Series A Preferred Stock and five million nine hundred and eighty million (5,980,000) shares of Series B Preferred Stock to Asian Star.
(ii) The Company issued fourteen million (14,000,000) shares of Series A Preferred Stock and three million two hundred and twenty million (3,220,000) shares of Series B Preferred Stock to Mr. Nguyen.
(iii) The Company issued eight hundred thousand (800,000) shares of Series B Preferred Stock to Mr. Tran.
(iv) Mr. Tran contributed forty million (40,000,000) shares of Series A Preferred Stock to the Company for cancellation.
(v) The Shareholders transferred to the Company one million (1,000,000) ordinary shares of VinHMS (the “VinHMS Shares”) to the Company, six hundred and fifty thousand (650,000) VinHMS Shares from Asian Star and three hundred and fifty thousand (350,000) VinHMS Shares from Mr. Nguyen.
(c) Effective as of the date hereof, on the terms and subject to the conditions set forth herein, the following share transfers and stock redemptions shall occur:
(i) Asian Star hereby irrevocably assigns, transfers and delivers to the Company all twenty-six million (26,000,000) shares of Series A Preferred Stock and all five million nine hundred and eighty thousand (5,980,000) shares of the Series B Preferred Stock held by it as legal and beneficial owner and any and all rights associated with such Series A Preferred Stock and Series B Preferred Stock.
(ii) Mr. Nguyen hereby irrevocably assigns, transfers and delivers to the Company all fourteen million (14,000,000) shares of Series A Preferred Stock and all three million two hundred and twenty thousand (3,220,000) shares of Series B Preferred Stock held by him as legal and beneficial owner and any and all rights associated with such Series A Preferred Stock and Series B Preferred Stock.
(iii) Mr. Tran hereby irrevocably assigns, transfers, and delivers to the Company all eight hundred thousand (800,000) shares of Series B Preferred Stock held by him as legal and beneficial owner and any and all rights associated with such Series B Preferred Stock.
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EXECUTION VERSION
(iv) The Company hereby irrevocably assigns, transfers, and delivers to the Shareholders all the issued and outstanding VinHMS Shares on the same pro rata basis as set forth in Section 1.02(b)(v) above.
(v) As promptly as possible after the Closing Date, the Company will issue forty million (40,000,000) shares of Series A Preferred Stock to Mr. Tran.
(d) As of the date hereof, each of the Shareholders has delivered a notarized copy of instructions to the Company’s transfer agent to cancel their shares effective as of the date hereof and as set forth in Section 1.02(c)(i) and (ii) above in the form attached hereto as Exhibit A. Mr. Tran has delivered a medallion guaranteed copy of instructions to the Company’s transfer agent to cancel his shares effective as of the date hereof and in accordance with Section 1.02(c)(iii) in the form attached hereto as Exhibit A. The Company has delivered to its transfer agent (i) a duly executed instruction letter to the Company’s transfer agent to transfer the VinHMS Shares effective as of the date hereof and as set forth in Section 1.02(c)(iv) and (ii) a duly executed copy of the medallion waiver and signature indemnity letter attached hereto as Exhibit B.
(e) Each Party agrees that they will take all commercially reasonable efforts to ensure that the transfers and redemptions listed in Section 1.02(c)(i)-(iv) will be completed on the books and records of both the Company and VinHMS at or prior to the Closing Date. Each Party hereby further agrees that by completing the transfers and redemptions listed in Section 1.02(c)(i)-(iv) (i) the Company and Mr. Tran shall be, and hereby are, deemed to have assigned all of their rights, titles and interest in and to the VinHMS Shares to the Shareholders, and (ii) the Shareholders and VinHMS shall be, and hereby are, deemed to have assigned all of their rights, titles and interest in the Series A Preferred Stock and the Series B Preferred Stock to the Company.
Section 1.03 Directors and Officers Resignations.
As of the date hereof, and pursuant to the terms of this Recission Agreement:
(a) Mr. Nguyen has delivered a duly executed written resignation of his board seat as a director and as Chief Executive Officer of the Company, to be effective upon the Closing Date.
(b) Ms. Trinh Tuyet Mai Le has delivered a duly executed written resignation of her board seat as a director of the Company, to be effective upon the Closing Date.
Section 1.04 Termination of Agreements.
(a) The Parties acknowledge and agree that, in connection with the Share Exchange Agreement and the transactions as contemplated therein, the Company and Mr. Nguyen entered into that certain Employment Agreement, dated as of April 1, 2024 (the “Nguyen Employment Agreement”). Effective as of the Closing Date, the employment of Mr. Nguyen by the Company and the Nguyen Employment Agreement shall be deemed terminated by the mutual agreement of the Company and Mr. Nguyen, and the Nguyen Employment Agreement shall be null and void and of no further force or effect. Mr. Nguyen represents and warrants and agrees that, as of the Closing Date, he has been paid all compensation and other payments as required by the Nguyen Employment Agreement, in each case through the date hereof, and that he has no additional rights for any additional payments or issuances of any securities of the Company or any other form of compensation or benefits in connection therewith.
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EXECUTION VERSION
(b) The Parties acknowledge and agree that, in connection with the Share Exchange Agreement and the transactions as contemplated therein, the Company and Mr. Tran entered into that certain Employment Agreement, dated as of April 1, 2024 (the “Tran Employment Agreement”). Effective as of the Closing Date, the employment of Mr. Tran by the Company as Chief Strategy Officer and the Tran Employment Agreement shall be deemed terminated by the mutual agreement of the Company and Mr. Tran, and the Tran Employment Agreement shall be null and void and of no further force or effect, provided, however, that the Parties acknowledge and agree that Mr. Tran shall resume his duties as Chief Executive Officer of the Company effective as of the Closing Date. Mr. Tran represents and warrants and agrees that, as of the Closing Date, he has been paid all compensation and other payments as required by the Tran Employment Agreement, in each case through the date hereof, and that he has no additional rights for any additional payments or issuances of any securities of the Company or any other form of compensation or benefits in connection therewith.
(c) The Parties acknowledge and agree that, in connection with the Share Exchange Agreement and the Share Exchange Transactions, the Company entered into a Registration Rights Agreement, dated April 1, 2024 (the “Registration Rights Agreement”) with Mr. Tran, VinHMS and the Shareholders. Effective as of the Closing Date, the Registration Rights Agreement shall be deemed terminated by the mutual agreement of Mr. Tran, VinHMS and the Shareholders, and the Registration Rights Agreement shall be null and void and of no further force or effect.
(d) The Parties acknowledge and agree that, in connection with the Share Exchange Agreement and the Share Exchange Transactions, the Company entered into a Lock-up Agreement (the “Lock-Up Agreement”) is dated as of April 1, 2024, with Mr. Tran, VinHMS and the Shareholders. Effective as of the Closing Date, the Lock-Up Agreement shall be deemed terminated by the mutual agreement of Mr. Tran, VinHMS and the Shareholders, and the Lock-Up Agreement shall be null and void and of no further force or effect.
Section 1.05 Subsidiary Transfer. In connection with the Share Exchange Agreement and the Share Exchange Transactions, the Company entered into an LLC Membership Interest Transfer Agreement, dated as of April 1, 2024 (the “LLC Transfer Agreement”) with Mr. Tran, pursuant to which the Company transferred to Mr. Tran all of the interests in VoiceStep Telecom LLC (“VoiceStep”), a limited liability company organized under the laws of California. The Parties acknowledge and agree that as a condition to the execution of this Recission Agreement, all of the membership interests in VoiceStep shall have been transferred to the Company at least one (1) business day prior to the Closing Date. The Company and Mr. Tran hereby represent and warrant that Mr. Tran has contributed all of the membership interests in VoiceStep to the Company prior to the date hereof and he has no further rights as a member of VoiceStep. The Parties hereby acknowledge and agree that none of the Shareholders or VinHMS have any liabilities or obligations to the Company, Mr. Tran, or VoiceStep related to the management or business of VoiceStep during the period from April 1, 2024 up to, and including, the Closing Date. The Company hereby agrees to hold harmless and indemnify the Shareholders and VinHMS to the fullest extent permitted by applicable law in respect of any claim, issue or matter arising or in connection with the transfer of the membership interest in VoiceStep to the Company.
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EXECUTION VERSION
Section 1.06 Payments.
(a) Schedule 1 of this Rescission Agreement sets forth (i) the total amount due for the accounts payable of the Company up to and including the Closing Date, (ii) the amount that the Company will offset against such accounts payable pursuant to Section 1.06(c) below, and (iii) the total amount due and payable for the accounts payable by VinHMS or the Shareholders on the Closing Date. The Parties acknowledge and agree that any accounts payable that are installment or other similar payables by the Company (including, but not limited to, base rent and all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal) have been apportioned on a pro rata basis for the month of December 2024 up to and including the Closing Date, between the Shareholders and VinHMS, on the one hand, and Mr. Tran and the Company, on the other hand. The Parties hereby acknowledge and agree that they have reviewed and approved the amounts set forth on Schedule 1 and that, on the Closing Date, VinHMS or the Shareholders shall pay the total amount due and payable, as set forth in Schedule 1, to the Company by wire transfer of immediately available funds. The Company hereby agrees that all amounts delivered to it by the Shareholders or VinHMS pursuant to this Section 1.06(a) or 1.06(b), or offset against the accounts payable pursuant to Section 1.06(c), shall be used by the Company to settle the accounts payable of the Company up to and including the Closing Date, including VinHMS’ portion of the 2024 audit fees (as set forth in Schedule 1) and its portion of the legal fees incurred by the Company attorney’s pursuant to Section 1.06(b), and after delivery of such payment neither VinHMS nor the Shareholders shall have any more liability for such accounts payable, audit fees or legal fees. This Section 1.06(a) shall survive until the Shareholders’ and VinHMS’ payment obligations hereunder have been satisfied in full.
(b) The Parties hereby agree that other than as set forth in this Section 1.06(b), each of the Parties is responsible for their own transaction expenses related to the transactions contemplated under this Rescission Agreement, in particular, the Company hereby agrees to pay for the cost of its transfer agent with regards to effecting the transfers and redemptions set forth in Section 1.02(c)(i)-(iii) and (v), and VinHMS agrees to pay any stamp duties, conveyance taxes and fees imposed on the transfer of the VinHMS Shares back to the Shareholders as set forth in Section 1.02(c)(iv). At the Closing, VinHMS shall pay ten thousand dollars ($10,000.00), which amount is included in the total amount due for accounts payable on Schedule 1, and Mr. Tran, or the Company, shall pay fifteen thousand dollars ($15,000.00) by wire transfer in immediately available funds for the legal fees incurred by the Company’s attorneys in connection with this Rescission Agreement and the transactions contemplated hereby. This Section 1.06(b) shall survive until the payment obligations hereunder have been satisfied in full.
(c) In connection with the Share Exchange Agreement, and after the closing under the Share Exchange Agreement, VinHMS caused the Company to transfer one hundred and twenty-eight thousand and five hundred dollars ($128,500.00) to Mr. Tran in satisfaction of the amount of indebtedness, and all accrued but unpaid interest, due to him pursuant to that certain Loan Agreement, dated August 6, 2021, by and between the Company and Mr. Tran. The Parties acknowledge and agree that on the Closing Date, Mr. Tran shall transfer by wire transfer to the Company in immediately available funds one hundred and twenty-eight thousand and five hundred dollars ($128,500.00) in exchange for a new promissory note issued by the Company. The Parties hereto further agree that the Company shall offset the amount of one hundred and twenty-eight thousand and five hundred dollars ($128,500.00) against the total amount of the accounts payable as set forth on Schedule 1 of this Agreement.
Article II. MUTUAL REPRESENTATIONS AND WARRANTIES
In addition to the other representations and warranties as set forth herein, each Party (the “Representing Party”) represents and warrants to each other Party, as of the date hereof and as of the Closing Date, as follows:
Section 2.01 Organization and Qualification. Representing Party is a natural person or is an entity, duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has taken all actions required by law and all corporate action on the part of the Representing Party and its nominees, officers, directors and shareholders, as applicable, necessary for the authorization, execution and delivery of this Rescission Agreement and the performance of all obligations of the Representing Party hereunder has been taken. This Rescission Agreement constitutes a valid and legally binding obligation of the Representing Party, enforceable in accordance with its terms.
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EXECUTION VERSION
Section 2.02 Power and Authority. Representing Party has all requisite power and authority to execute, deliver and perform its obligations under this Rescission Agreement and to consummate Transactions on behalf of itself and no other entity or person.
Section 2.03 Authorization of Agreement. This Rescission Agreement has been duly executed and delivered by the Representing Party and constitutes a valid and binding obligation of Representing Party, enforceable against the Representing Party in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.
Section 2.04 No Conflict. The execution of this Rescission Agreement and the consummation of the transactions contemplated hereby (i) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which Representing Party is a party or to which any of its assets, properties or operations are subject; (ii) violate any provision of applicable law, statute, rule, regulation or executive order to which Representing Party is subject; or (iii) violate any judgment, order, writ or decree of any court applicable to Representing Party.
Section 2.05 No Conflict with Other Instruments. The execution of this Rescission Agreement and the consummation of the transactions contemplated hereby will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which Representing Party is a party or to which any of Representing Party’s assets, properties or operations are subject.
Section 2.06 No Encumbrances. There has been no assignment or transfer of or giving of a security interest in or encumbrance upon any of the VinHMS Shares, shares of Series A Preferred Stock or Series B Preferred Stock held by the Representing Party.
Section 2.07 No Brokers. Representing Party has not retained any broker or finder in connection with any of the transactions contemplated hereby, and Representing Party has not incurred or agreed to pay, or taken any other action that would entitle any person to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the transactions contemplated hereby.
Article III. MUTUAL RELEASE AND INDEMNIFICATION
Section 3.01 Mutual Release.
(a) Each Party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys (“Affiliates”) as of the Closing Date forever and finally releases, relieves, acquits, absolves and discharges the other Parties and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other Parties and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of the Share Exchange Agreement or Share Exchange Transactions or any documents executed in connection therewith; provided, however, that nothing in this Section 3.01 shall be construed to relieve the Parties of their mutual payment obligations under Section 1.06 above or the obligations to transfer shares under Section 1.02(c)-(e) above.
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EXECUTION VERSION
(b) Each Party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the undersigned.
(c) Each of the Parties hereby waives any and all rights which it may have with respect to this Agreement or the subject matter hereof, under the provisions of Section 1542 of the Civil Code of the State of California as now worded and as hereafter amended, which section provides that:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Section 3.02 Indemnification. Each Party shall defend, indemnify, and hold the other harmless from and against any and all losses, damages, liabilities and expenses (including penalties and attorneys’ fees) which are incurred or suffered by or imposed upon the other Party arising out of or relating to (i) any failure or breach by the Party to perform any of its covenants, agreements or obligations under this Rescission Agreement, or (ii) any inaccuracy or incompleteness of any of the representations and warranties of the Party contained in this Rescission Agreement or in any document delivered in connection with this Rescission Agreement.
Article IV. MISCELLANEOUS
Section 4.01 Cooperation on Tax and Financial Matters. The Parties each agree to furnish or cause to be furnished to each other upon request as promptly as practicable such information (including access to books and records) and information and assistance relating to the Share Exchange Transactions as is reasonably necessary for the filing of any financial statements with a government entity in any jurisdiction, including the U.S. Securities and Exchange Commission (the “SEC”), tax or information return, for the preparation of any tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment.
Section 4.02 Non-disparagement. From and after the date of this Rescission Agreement, each Party will refrain from making any disparaging statements, communications or comments about another Party to this Rescission Agreement, and from in any way interfering with their existing or prospective business relationships.
Section 4.03 SEC Filing. The Parties agree that the Company will file a Form 8-K with the SEC within four (4) business days of the Closing Date.
Section 4.04 Full Understanding. Each Party: (i) has carefully read this Rescission Agreement; (ii) knows the contents of this Rescission Agreement; (iii) has had the advice of counsel of such Party’s choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Rescission Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other Party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.
| 7 |
EXECUTION VERSION
Section 4.05 Entire Agreement. This Rescission Agreement expresses the entire agreement of the Parties relative to this matter. No covenants, agreements, representations or warranties of any kind whatsoever have been made by any Party, except as specifically set forth herein and therein. All prior discussions and negotiations have been and are merged and integrated into and are superseded by this Recission Agreement, and neither this Rescission Agreement nor any provisions hereof may be amended, waived, modified or discharged except by an agreement in writing signed by the Party against whom the enforcement of any amendment, waiver, change or discharge is sought.
Section 4.06 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Rescission Agreement was not performed in accordance with the terms or are otherwise breached and that any non-performance or breach of this Rescission Agreement by any Party could not be adequately compensated by monetary damages alone and that the Parties would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any Party may be entitled, at law or in equity (including monetary damages), such Party shall be entitled to enforce any provision of this Rescission Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Rescission Agreement without posting any bond or other undertaking.
Section 4.07 Assignment of Agreement. This Rescission Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. No Party may assign either this Rescission Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties.
Section 4.08 Governing Law and Attorneys’ Fees. This Rescission Agreement shall be governed by and construed in accordance with the laws of the State of New York. In the event of any action at law or suit in equity in relation to this Rescission Agreement or any Exhibit or other instrument or agreement required hereunder, the prevailing Party in such action or suit shall be entitled to receive its or his attorneys’ fees and all other costs and expenses of such action or suit.
Section 4.09 Further Action. In case at any time after the date hereof any further action is necessary or desirable to carry out the purposes of this Rescission Agreement, the appropriate Party shall take such action as promptly as practicable.
Section 4.10 Survival. All representations, warranties, covenants and agreements of the Parties contained in this Rescission Agreement, or in any instrument, certificate, opinion or other writing provided for herein, shall survive indefinitely.
Section 4.11 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
Section 4.12 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS RESCISSION AGREEMENT.
| 8 |
EXECUTION VERSION
Section 4.13 Counterparts. This Rescission Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. A signed copy of this Rescission Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Rescission Agreement.
[Signature Page Follows.]
| 9 |
EXECUTION VERSION
IN WITNESS WHEREOF, the Parties have caused this Rescission Agreement to be executed as of the date first above written.
| VEMANTI GROUP, INC. | |||
| By: | /s/ Tan Tran | ||
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| Name: | Tan Tran | |
| Title: | Chief Strategy Officer | ||
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| TAN TRAN |
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| By: | /s/ Tan Tran |
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| Name: | Tan Tran |
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| VINHMS PTE. LTD. |
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| By: | /s/ Nguyen Van Hoang |
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| Name: | Nguyen Van Hoang |
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| Title: | Director |
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| SHAREHOLDERS: |
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| NGUYEN VAN HOANG |
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| By: | /s/ Nguyen Van Hoang |
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| Name: | Nguyen Van Hoang |
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| ASIAN STAR TRADING & INVESTMENT PTE. LTD. |
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| By: | /s/ Nguyen Thi Van Trinh |
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| Name: | Nguyen Thi Van Trinh |
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| Title: | Director |
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[Signature Page to Rescission Agreement]
EXHIBIT 10.23
December 17, 2024
VoiceStep Telecom, LLC
7545 Irvine Center Dr.,
Ste 200, Irvine,
CA 92618
Attn: Tan Tran
E-mail: tan.tran@voicestep.com
Dear Mr. Tran:
Reference is made to the LLC Membership Interest Transfer Agreement, dated as of April 1, 2024 (the “LLC Transfer Agreement”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”) and Mr. Tan Tran, a resident of California (“Mr. Tran”).
In connection with that certain Share Exchange Agreement, dated as of April 1, 2024 (the “Share Exchange Agreement”), by and among the Company, Mr. Tran, VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”) and the shareholders of VinHMS, the Company transferred to Mr. Tran all of the membership interests (the “Transferred Membership Interests”) in VoiceStep Telecom LLC (“VoiceStep”).
The Company and the other parties to the Share Exchange Agreement have now determined that it is in the best interests of both the Company and VinHMS to unwind and rescind the Share Exchange Agreement and the transactions contemplated thereunder, including the transfer of the Transferred Membership Interests to Mr. Tran. In connection with the rescission of the Share Exchange Agreement, Mr. Tran and the Company hereby agree to rescind the LLC Transfer Agreement and return the Transferred Membership Interests to the Company.
Mr. Tran hereby transfers the Transferred Membership Interests to the Company effective as of the date hereof and the Company hereby accepts such transfer. This transfer shall be deemed effective, without further notice or instruction from Mr. Tran, as of the date hereof and the member’s interest in the LLC Agreement in VoiceStep, adjusted to reflect the recission the LCC Transfer Agreement, is now as follows:
| Member | Current Percentage Interest in VoiceStep | Percentage Interest in VoiceStep following the date hereof |
| The Company | 0% | 100% |
| Mr. Tran | 100% | 0% |
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| VEMANTI GROUP, INC. | |||
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| By: | /s/ Tan Tran | ||
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| Name: | Tan Tran | |
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| Title: | Chief Strategy Officer | ||
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| Agreed to and Acknowledged by: |
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| TAN TRAN |
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| By: | /s/ Tan Tran |
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EXHIBIT 10.24
Tan Tran
AND
Vemanti Group, Inc.
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LOAN AGREEMENT
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| Page 1 of 12 |
LOAN AGREEMENT
This Loan Agreement (“Agreement”) is made and executed on 22 December 2024 by and between:
| 1. | Tan Tran, an individual and a resident of Irvine, CA, USA (hereinafter referred to as “Lender”); and |
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| 2. | Vemanti Group, Inc, a company duly established and existing under the laws of the State of Nevada with the company registration number NV20141233800, having its registered address at 7545 Irvine Center Dr., Ste. 200, Irvine, CA 92618, USA (hereinafter referred to as “Borrower”); |
each of the above referred to as a “Party” and collectively as the “Parties”.
RECITALS:
| A. | The Lender agrees to provide the Loan (as defined below) to support the Project (as defined below) and the Borrower accepts the Loan from the Lender and agrees to use it to solely for the purposes of supporting the Project. |
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| B. | The Parties have agreed to enter into this Agreement to set out the terms regarding the Loan. |
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IT IS AGREED as follows:
| 1 | DEFINITION AND INTERPRETATION |
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| 1.1 | In this Agreement, the following expressions shall have the following meanings: |
| “Agreement” | means this document including the attachments hereto; |
| “Borrower” | means Vemanti Group, Inc., as specified in the preamble of this Agreement; |
| “Business Day” | means any day other than Saturday, Sunday or any national holiday in the US; |
| “Confidential Information” | has the meaning given to that term in Article 7.1 of this Agreement; |
| “Vemanti Digital” | means the trade name of the Borrower’s wholly-owned subsidiary, Vemanti Digital, Ltd, in the British Virgin Islands; |
| “Defaulting Party” | has the meaning given to that term in Article 9.3 of this Agreement; |
| “Drawdown Notification” | has the meaning given to that term in Article 3.3 of this Agreement; |
| “Drawdown Procedure” | has the meaning given to that term in Article 3.4 of this Agreement; |
| “Effective Date” | has the meaning given to that term in Article 2 of this Agreement; |
| “Event of Default” | has the meaning given to that term in Article 9.1 of this Agreement; |
| “Interest” | has the meaning given to that term in Article 4.1 of this Agreement; |
| “Lender” | means Tan Tran as specified in the preamble of this Agreement; |
| “Loan” | means the aggregate of all amounts disbursed to the Borrower under this Agreement, minus the aggregate amount of repayments of principal made by the Borrower to the Lender in accordance with the terms of this Agreement; |
| “Non-Defaulting Party” | has the meaning given to that term in Article 9.3 of this Agreement; |
| “Notice” | has the meaning given to that term in Article 8.1 of this Agreement; |
| “Outstanding Amount” | means the Loan together with any Interest, fees, costs and charges being payable by the Borrower to the Lender in the manner as set out under Article 5 of this Agreement; |
| “Period” | has the meaning given to that term in Article 2 of this Agreement; |
| “Principal Amount” | means the sum in the amount of up to USD 128,500.00 (One Hundred Twenty Five Thousand United States Dollar) disbursed by the Lender to the Borrower to be used by the Borrower solely for the Project; |
| “Project” | means the business development of blockchain-based products and services to be carried out by Vemanti Digital; |
| “Remedial Period” | has the meaning given to that term in Article 9.3 of this Agreement; |
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| “Tax” or “Taxation” | includes all forms of taxation, estate duties, deductions, withholdings, duties, imposts, levies, fees, charges, VAT and rates imposed, levied, collected, withheld or assessed by any local, municipal, regional, provincial, urban, governmental, state, national or other body in the US or elsewhere and any interest, additional taxation, penalty, surcharge or fine in connection therewith; |
| “USD” | means United States Dollar, the lawful currency of the United States of America and its territories . |
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| 1.2 | In this Agreement: | ||
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| 1.2.1 | reference to any gender includes all genders, references to the singular include the plural (and vice versa), and references to persons or parties include bodies corporate, unincorporated associations and partnerships (whether or not any of the same have a separate legal personality); | |
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| 1.2.2 | reference to a statutory provision includes reference to: | |
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| 1.2.2.1 | any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made); |
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| 1.2.2.2 | any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement; |
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| 1.2.3 | reference to a clause or schedule is to a clause of, or schedule to, this Agreement, and reference to a paragraph is to a paragraph of a schedule to this Agreement; | |
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| 1.2.4 | reference to the Parties to this Agreement includes their respective successors, permitted assigns and personal representatives; | |
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| 1.2.5 | the contents list, headings, and any descriptive notes are for ease of reference only and shall not affect the construction or interpretation of this Agreement; and | |
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| 1.2.6 | any phrase introduced by the terms “including”, “include”, “in particular” or any other similar expression shall be construed as illustrative and shall not limit the sense of the words preceding these terms. | |
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| 2 | EFFECTIVENESS OF THIS AGREEMENT | ||
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| The Agreement and the provisions hereof shall take effect and be in force on the signing date of this Agreement as indicated in the preamble of this Agreement (“Effective Date”) until twelve (12) months (“Period”) has elapsed from the said signing date, unless otherwise terminated in accordance to Article 10 of this Agreement | ||
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| 3 | LOAN | ||
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| 3.1 | Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower and the Borrower agrees to accept the Principal Amount. | ||
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| 3.2 | The Parties agreed that the Principal Amount shall be used by the Borrower solely for the purposes of supporting the Project. | ||
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| 3.3 | The Borrower may drawdown an amount of the Principal Amount on one or more occasions during the Period by giving a written notification to the Lender (“Drawdown Notification”) in the form of utilisation request as provided in Appendix 2 of this Agreement prior to the Drawdown Procedure or upon the execution of this Agreement. | ||
| Page 4 of 12 |
| 3.4 | The Lender shall advance the funds to the Borrower under the following manners (“Drawdown Procedure”): | |
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| 3.4.1 | Referring to Article 3.3, the Borrower shall send the Drawdown Notification to the Lender in the form of utilisation request as provided in Appendix 2 of this Agreement. |
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| 3.4.2 | 5 (five) Business Days upon the sending of the Drawdown Notification, the Lender shall send the approval or dismissal to the Borrower in the written form. For the avoidance of doubt, any dismissal of the Drawdown Notification by the Lender shall be followed by the reason of the dismissal. |
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| 3.4.3 | Within 5 (five) Business Days upon the execution of this Agreement or approval of the Lender on the Drawdown Notification, the requested amount shall be transferred as the case may be to the bank account of the Borrower which detail is provided under the Appendix 1 of this Agreement; |
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| 3.4.4 | referring to Article 3.4.1, the proof of transfer shall be provided to the Lender by any written notification to the Borrower. |
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| 4 | INTEREST | |
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| 4.1 | The Borrower and the Lender agree to an interest rate of 1% (one percent) per annum, based upon the 30/360 convent, which shall apply to the outstanding amount of the Loan (“Interest”). | |
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| 4.2 | The Interest shall be deemed to start accruing from the first drawdown of the Loan by the Lender to the Borrower which will be paid annually by the Borrower, on the date the monies is present in the Borrower’s nominated bank account and shall cease on the day of the Loan repayment in full in accordance with the terms of this Agreement. | |
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| 5 | REPAYMENT | |
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| 5.1 | The Principal Amount will be repaid in full on the final date of the Period, which will be 12 months from the signing of this Agreement. | |
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| 5.2 | The accrued interest shall be paid along with the Principal Amount by the Borrower to the Lender on the final date of the Period (12 months from the signing of this Agreement and as indicated above), which calculation is provided under Appendix 3 of this Agreement and will be updated from time to time as drawdowns take place in which any alteration will be agreed by the Parties. | |
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| 5.3 | In the event of any delay in repayment of any Outstanding Amount, the penalty of 0.01% (zero point one per cent) rate of the Outstanding Amount shall apply and accrue per month. | |
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| 5.4 | All payments shall be made by the Borrower hereunder shall be paid in full without deduction of Tax and any kind of other payments and shall be paid in USD by telex transfer to such bank or other bank account as the Lender shall from time to time designate in writing. The Outstanding Amount shall be deemed to be repaid by the Borrower to the Lender on the day the funds in full amount are credited into the Lender’s bank account. | |
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| 5.5 | Each party shall be liable for their own Taxes, levies and duties or otherwise in connection with the performance and implementation of this Agreement, pursuant to the applicable tax regulations. | |
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| 6 | REPRESENTATION AND WARRANTIES | ||
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| 6.1 | Each Party represent and warrant that each Party: | ||
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| a. | is a company duly incorporated and validly existing in all respects under their respective laws and jurisdiction; | |
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| b. | has no litigation, insolvency, administrative or arbitration proceeding is taking place, pending or threatened against it or against any of its assets; | |
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| c. | is not insolvent or in liquidation and no resolution has been passed or proposed, and no proceedings have been brought or threatened against it, for the purpose of liquidating it; | |
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| d. | is not subject to any bankruptcy petition. | |
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| 7 | NOTICES | ||
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| 7.1 | A notice or other communication connected with this Agreement (“Notice”) has no legal effect unless it is in writing. | ||
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| 7.2 | In addition to any other method of service provided by law, a Notice may be: (i) sent by email to the email address below, or (ii) hand delivered or by registered post delivered at the address for service of the addressee. | ||
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| 7.3 | The email addresses and addresses of the Parties for the purpose of Notices shall be: | ||
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| TAN TRAN: |
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| Address | : 7545 Irvine Center Dr., Ste. 200, Irvine, CA 92618 | |
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| Phone | : +1.949.559.7200 | |
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| VEMANTI GROUP, INC: | ||
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| Address | : 7545 Irvine Center Dr., Ste. 200, Irvine, CA 92618 | |
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| Phone | : +1.949.559.7200 | |
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| 7.4 | Any Notice so given shall be deemed to have been given: | ||
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| a. | if delivered by email, upon the message is transmitted. | |
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| b. | if delivered by hand or registered post before 5:00 pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery. | |
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| 7.5 | A Party may change its email address, address for service or facsimile number by giving Notice of such change to the other Party. | ||
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| 8 | EVENTS OF DEFAULT | |
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| 8.1 | Upon the occurrence of any of the following events (each of such events being hereinafter individually referred to as an “Event of Default”): | |
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| a. | in the case of the Borrower, the Borrower fails to perform any of its obligation under this Agreement or the taking of any action by the Borrower that in Lender’s reasonable opinion materially jeopardize or infringes upon Lender’s rights under this Agreement; |
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| b. | in the case of Borrower, the Borrower submitted to the Lender unreliable or misleading information about its financial standing and/or accountancy data of the Borrower; |
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| c. | in the case of the Lender, the Lender fails to perform any of its obligation under this Agreement or the taking of any action by the Lender that in Borrower’s reasonable opinion materially jeopardize or infringes upon Borrower’s rights under this Agreement; |
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| d. | any agreement or statement made or agreed has been made under this Agreement, instrument or other document between the Borrower and the Lender has been proved to be false or misleading when created or has been made; |
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| e. | in the case of the Borrower, the Borrower commits an act of bankruptcy, or any bankruptcy, reorganization, debt arrangement, or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by or against it and, if instituted, is consented to or acquiesced in by it or remains undismissed for more than thirty (30) days; |
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| f. | In the case of the Borrower, the Borrower does not notify the Lender within 7 (seven) Business Days at the latest of the events influencing the performance of the terms of this Agreement by the Borrower. |
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| 8.2 | in the Event of Default specified in Paragraph a, b, c, d, and f of Article 9.1 above the Lender shall be entitled by notice in writing to the Borrower to declare that the Principal Amount and any accrued interest in which calculation based on the Article 5.1 of the Agreement is immediately due and payable without further written demand or notice of any kind and Lender shall be entitled to take whatever action it deems necessary pursuant to this Agreement, in accordance with applicable laws and regulations, to secure the repayment of the Outstanding Amount. | |
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| 8.3 | In the event that one of the Parties is unable to fulfill its obligations and the Event of Default has been occurred (“Defaulting Party”), the other Party (“Non-Defaulting Party”) may allow the period for 14 (fourteen) days to allow the Defaulting Party to rectify the situation or exercise its obligations (“Remedial Period”) by giving the written notice to the Defaulting Party in regard to the approval of Remedial Period. | |
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| 8.4 | Upon the Remedial Period, if the written notice as stipulated under Article 9.3 of this Agreement has been sent and the Defaulting Party is unable to rectify the situation or exercise its obligations, the Non-Defaulting Party is entitled to terminate this Agreement unilaterally. | |
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| 8.5 | Setting aside Events of Default by a Party does not imply a waiver of any other default unless expressly set forth in the waiver. | |
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| 9 | TERMINATION | |
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| 9.1 | This Agreement shall terminate, upon written notice from the Borrower or the Lender, whichever may be the case, in the event that: | |
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| a. | upon the Borrower having repaid to the Lender the full Principal Amount including any accrued interest in which calculation based on the Article 5.1 of the Agreement; |
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| b. | upon any occurrence of any Events of Default which default is unable to be remedied within the Remedial Period; |
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| c. | upon any occurrence of any Events of Default if a Non-Defaulting Party does not grant Remedial Period to a Defaulting Party. |
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| 9.2 | This Agreement may be terminated earlier, other than the procedures as stipulated or caused by the event under Article 9, with a 90 (ninety) calendar days’ written notice from a Party to another Party provided that the rights and obligations of each Party under this Agreement has been fulfilled. | |
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| 9.3 | For the avoidance of doubt, the consequence termination under Article 10.1 and 10.2 shall be the payment from the Borrower to the Lender as follows: | |
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| a. | the Principal Amount; and |
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| b. | the Interest in which the calculation shall be in accordance with Article 4 of this Agreement. |
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| 9.4 | Without prejudice to any other rights that may be provided under the law, in the event that this Agreement is terminated, outstanding repayment of Principal Amount, accrued Interest and penalty (if any) shall remain until such amount have been repaid. | |
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| 10 | APPLICABLE LAW AND JURISDICTION | |
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| 10.1 | This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of California. | |
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| 10.2 | The Parties shall initially attempt to settle all disputes pertaining to this Agreement, amicably and with due respect to one to another through good faith negotiation. | |
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| 10.3 | If a dispute arises in connection with this Agreement and is not resolved within 30 (thirty) Business Days after one Party to the other Party notifies it, then either Party may submit the dispute to arbitration in California (“Arbitration”). | |
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| 10.4 | With respect to the Arbitration the Parties agree that: | |
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| a. | any arbitration hearings pursuant to this Agreement shall take place at a mutually convenient location within Orange County, California. |
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| b. | the Arbitration will be conducted with the Arbitration Rules of the American Arbitration Association (“AAA”) for the time being in force, which rules are deemed to be incorporated by reference into this article; |
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| c. | the Arbitration panel will consist of three arbitrators, one chosen by the complainant, one chosen by the respondent and a chairperson to be appointed by AAA. In the event that either party fails to appoint an arbitrator, then AAA shall make such appointment; |
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| d. | the nomination of arbitrators shall be conducted with due observance of the prevailing AAA rules; |
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| e. | the award of the arbitration panel is final and binding upon them; |
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| f. | the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards applies to awards made under this Agreement; |
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| g. | the award must include an order for payment of costs; |
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| h. | the arbitration tribunal will decide the matter as expeditiously as possible, however no time limits will be imposed; |
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| i. | pending the submission to arbitration and until the arbitration tribunal issues its decision, each Party must, except in the event of expiration, termination or failure by the other Party to obey or comply with a specific order or decision of the arbitration tribunal, continue to perform all its obligation under this Agreement without prejudice to a final adjustment in accordance with the award. |
|
|
| |
| 11 | GENERAL | |
|
|
| |
| 11.1 | Every amendment or variation of this Agreement shall not be applicable unless made in written and signed by the parties. | |
|
|
| |
| 11.2 | If one of the provisions in this Agreement could not be executed, not in accordance to the law and not legal, hence that matters shall be separated and the other provision in this Agreement shall be applicable. | |
|
|
| |
| 11.3 | The Borrower and Lender are prohibited to transfer, assign or make a deal with this Agreement without prior written consent from the other Party. | |
|
|
| |
| 11.4 | Failure or delay of one of the Party to execute the authority or rights shall not apply as setting aside of the authority or that particular rights. Execution of authority or rights shall not prevent the execution of authority or rights in the future or execution of other authority or rights. This waiver is not effective unless made in written. Setting aside the authority or rights shall be effective only for certain purpose which that matters relates and for certain purpose in which it is provided | |
|
|
| |
| 11.5 | Unless stipulated in this Agreement, each Party shall pay its own costs and expenses arising from the negotiation, preparation and signing of this Agreement. | |
|
|
| |
| 11.6 | This Agreement contains the full agreement and understanding between the parties regarding any matters related to the subject of this Agreement from the date of the signing of this agreement. | |
|
|
| |
| 11.7 | This Agreement shall be sign in several copies. Each copy is original however all copies are unity and constitutes the same Agreement. | |
| Page 9 of 12 |
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first mentioned above.
| Borrower
|
|
| Lender
|
|
| VEMANTI GROUP, INC.
|
|
| TAN TRAN
|
|
| /s/ Tan Tran |
|
| /s/ Tan Tran |
|
| Name: Tan Tran Title: CEO |
|
| Name: Tan Tran |
|
| Page 10 of 12 |
APPENDIX 1
DRAWDOWN NOTIFICATION
Dear Sirs,
| From | : Vemanti Group, Inc. |
|
|
|
| To | : Tan Tran |
|
|
|
| Dated | : December 20, 2024 |
RE: The Agreement dated December 20, 2024
| 1. | We refer to the Article 3.3 of the Agreement in which this letter shall be constituted as the Utilization Request of the Principal Amount of from the Lender to Borrower. |
|
|
|
| 2. | Terms used in this Drawdown Notification shall have the same meaning as that given under the Agreement unless stated otherwise in this letter. |
|
|
|
| 3. | The Lender agrees to make available to the Borrower and the Borrower agrees to accept the Principal Amount on the following terms: |
|
| a. | Proposed Utilization Date |
| : December 20, 2024 |
|
|
|
|
|
|
|
| b. | Amount of the Loan |
| : USD 128,500 |
| 4. | The Principal Amount shall be transferred from the Lender to the Borrower approximately within 5 (five) Business Days upon the execution of this Drawdown Notification. |
|
|
|
| 5. | This Drawdown Notification is irrevocable. |
|
|
|
|
| Yours faithfully,
Borrower
_______________________
Tan Tran |
| Page 11 of 12 |
APPENDIX 2
CALCULATION OF THE REPAYMENT
Referring to Article 5 of this Agreement, the calculation of the monthly repayment is based on the following formula:
| USD 128,500.00 x (1% p.a) x 1 year = USD 1,285.00 |
| Page 12 of 12 |
EXHIBIT 99.5
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
Basis of Presentation and Principles of Consolidation
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 20, 2024, the Company consummated the 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 transactions as set forth in the Share Exchange Agreement and in the other agreements entered into in connection therewith, so as to place each of the parties to the Share Exchange Agreement in the position that they were as of immediately prior to the closing of the transactions as set forth in and as contemplated by the Share Exchange Agreement and the related agreements.
Pursuant to the terms of the Rescission Agreement, among other things, the parties agreed as follows:
i. The Shareholders agreed to transfer to the Company 9,200,000 shares of the Series B Preferred Stock.
ii. The Shareholders agreed to transfer to the Company 40,000,000 shares of Series A Preferred Stock.
iii. Mr. Tran agreed to transfer to the Company 800,000 shares of Series B Preferred Stock.
iv. The Company agreed to transfer to the Shareholders all the issued and outstanding VinHMS Shares.
v. As promptly as possible after the date of the Rescission Agreement, the Company will issue up to 40,000,000 shares of Series A Preferred Stock to Mr. Tran.
vi. Mr. Nguyen agreed to resign as a director and officer of the Company.
vii. Ms. Trinh Tuyet Mai Le agreed to resign as a director of the Company.
viii. Mr. Tran agreed to return to the office of the Chief Executive Officer.
ix. Mr. Tran agreed to transfer all the membership interests in VoiceStep Telecom LLC (“VoiceStep”) back to the Company at least one (1) business day prior to the execution of the Rescission Agreement, which transfer is set forth in the Letter Agreement, dated December 17, 2024, between Mr. Tran and the Company (the “Letter Agreement”).
x. Mr. Tran, the Company and VinHMS agreed, in connection with payment of the amounts due by the Company to Mr. Tran under the Loan Agreement, dated August 6, 2021, that Mr. Tran will deposit $128,500.00 with the Company, and the Company will issue to Mr. Tran a new loan, on the same terms and conditions as the previous loan, in the principal amount of $128,500.00, accruing interest at the rate of 1% per annum and due on December 20, 2025 (the “New Loan”).
In addition, pursuant to the terms of the Rescission Agreement, the parties agreed to terminate:
i. The Executive Employment Agreement, dated as of April 1, 2024, (the “Nguyen Employment Agreement”) by and between the Company and Mr. Nguyen.
ii. The Executive Employment Agreement, dated as of April 1, 2024, (the “Tran Employment Agreement”) by and between the Company and Mr. Tran.
iii. The Registration Rights Agreement, dated April 1, 2024, (the “Registration Rights Agreement”) by and among the Company, Mr. Tran, VinHMS and the Shareholders.
iv. The Lock-up Agreement, dated as of April 1, 2024, (the “Lock-Up Agreement”) by and among the Company, Mr. Tran, VinHMS and the Shareholders.
v. The LLC Membership Interest Transfer Agreement, dated as of April 1, 2024 (the “LLC Transfer Agreement”), by and between the Company and Mr. Tran.
| 1 |
Loan Agreement
On December 20, 2024, the Company and Mr. Tran executed the New Loan in the principal amount of $128,500.00. The New Loan bears simple interest at a rate of 1% per annum to the maturity date, December 20, 2025, or such earlier date as the New Loan may be paid pursuant to the terms of the New Loan. There is no penalty or premium for prepayment. In the Event of Default (as defined in the New Loan), Mr. Tran may, at his option, declare the entire indebtedness under the New Loan immediately due and payable.
Business Combination
The following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial statements of Vemanti Group Inc. (“Vemanti” or “Company”) and VoiceStep LLC. (“VoiceStep”) and give effect to the Recission Agreement, including pro forma assumptions and adjustments related to the Recission Agreement, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements.
The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, is presented as if the rescission transactions had occurred on January 1, 2024. The Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2024, gives effect to the Recission Agreement, as if it had been completed on January 1, 2024. The historical financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Recission Agreement and, with respect to the Condensed Combined Statement of Operations only, expected to have a continuing impact on consolidated results of operations.
The Unaudited Pro Forma Condensed Combined Statement of Operations does not include the effects of the costs associated with any integration or restructuring activities resulting from the Recission Agreement, as they are nonrecurring in nature. However, the Unaudited Pro Forma Condensed Consolidated Balance Sheet includes a pro forma adjustment to reduce cash and stockholders’ equity to reflect the payment of certain anticipated Recission Agreement costs.
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Vemanti and VoiceStep, adjusted to give effect to the Recission Agreement and other events contemplated by the Recission Agreement.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The pro forma adjustments reflecting the consummation of the rescission transactions are based on certain currently available information and certain assumptions and methodologies that Vemanti believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Vemanti believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the rescission transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the rescission transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Combined Company. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements and notes thereto of Vemanti and VoiceStep.
| 2 |
Vemanti Group Inc. and VoiceStep LLC.
Unaudited Pro Forma Condensed Combined Balance Sheet
at September 30, 2024
|
|
| Vemanti |
|
| VoiceStep |
|
| VinHMS |
|
|
|
|
|
|
|
|
|
| ||||||
| PROFORMA COMBINED |
| Group Inc. |
|
| LLC |
|
| Pte. Ltd. |
|
| Inter- |
|
| Proforma |
|
| Combined |
| ||||||
| BALANCE SHEET |
| Consolidated |
|
| Stand-Alone |
|
| Stand-Alone |
|
| Company |
|
| Adjustments |
|
| Pro Forma |
| ||||||
| at Sep 30, 2024 |
| Sep 30, 2024 |
|
| Sep 30, 2024 |
|
| Sep 30, 2024 |
|
| Eliminations |
|
| (see Notes) |
|
| Sep 30, 2024 |
| ||||||
|
|
| (unadjusted) |
|
| (unadjusted) |
|
| (unadjusted) |
|
|
|
|
|
|
| (adjusted) |
| |||||||
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Cash |
| $ | 21,414 |
|
| $ | 54,331 |
|
| $ | (15,428 | ) |
| $ |
|
| $ | 128,500 | (4) |
| $ | 188,817 |
| |
| Prepaid Expenses |
|
| 20,484 |
|
|
| - |
|
|
| (20,484 | ) |
|
|
|
|
|
|
|
|
| - |
| |
| Accounts Receivable, net |
|
| 161,002 |
|
|
| 6,872 |
|
|
| (161,002 | ) |
|
|
|
|
|
|
|
|
| 6,872 |
| |
| VinHMS Receivable |
|
| - |
|
|
| - |
|
|
| (454,150 | ) |
|
| 454,150 |
|
|
| 143,796 | (5) |
|
| 15,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (128,500 | )(4) |
|
|
|
|
| Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (60,739 | )(7) |
|
| 60,739 | (6) |
|
| - |
|
| Other Assets |
|
| 983 |
|
|
| 2,105 |
|
|
| (983 | ) |
|
|
|
|
|
|
|
|
|
| 2,105 |
|
| Assets from discontinued operations |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| - |
|
| Total Current Assets |
|
| 203,883 |
|
|
| 63,308 |
|
|
| (652,047 | ) |
|
| 393,411 |
|
|
| 204,535 |
|
|
| 213,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
| $ | 203,883 |
|
| $ | 63,308 |
|
| $ | (652,047 | ) |
| $ | 393,411 |
|
| $ | 204,535 |
|
| $ | 213,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts Payable |
| $ | 86,685 |
|
| $ | 1,596 |
|
| $ | (48,705 | ) |
| $ |
|
| $ | 15,296 | (5) |
| $ | 54,872 |
| |
| Accrued Interest Payable |
|
| 17,035 |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| 17,035 |
|
| Note Payable |
|
| 4,723,977 |
|
|
| - |
|
|
| (4,676,433 | ) |
|
|
|
|
|
|
|
|
|
| 47,544 |
|
| Loan from Stockholder |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| 128,500 | (4) |
|
| 128,500 |
|
| Intercompany Payable |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 454,150 | (1) |
|
| (454,150 | )(2) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
| Other Current Liabilities |
|
| 192 |
|
|
| 973 |
|
|
| (192 | ) |
|
|
|
|
|
|
|
|
|
| 973 |
|
| Total Current Liabilities |
|
| 4,827,889 |
|
|
| 2,569 |
|
|
| (4,725,330 | ) |
|
| 454,150 |
|
|
| (310,354 | ) |
|
| 248,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Note Payable |
|
| 4,242,599 |
|
|
| - |
|
|
| (4,242,599 | ) |
|
|
|
|
|
|
|
|
|
| - |
|
| Total Non-Current Liabilities |
|
| 4,242,599 |
|
|
| - |
|
|
| (4,242,599 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
| 9,070,488 |
|
|
| 2,569 |
|
|
| (8,967,929 | ) |
|
| 454,150 |
|
|
| (310,354 | ) |
|
| 248,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred Stock A, $0.0001 par value, 50,000,000 shares authorized; 40,000,000 shares issued and outstanding. |
|
| 4,000 |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| 4,000 |
|
| Preferred Stock B, $0.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding. |
|
| 20,000,000 |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| (20,000,000 | )(3) |
|
| - |
|
| Common Stock, $0.0001 par value, 500,000,000 shares authorized; 72,465,503 shares issued and outstanding. |
|
| 7,341 |
|
|
| - |
|
|
| (10,000 | ) |
|
|
|
|
|
|
|
|
|
| (2,659 | ) |
| Stock Payable |
|
| 116,290 |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| 116,290 |
|
| Additional Paid-in-Capital |
|
| (28,620,105 | ) |
|
| - |
|
|
| 8,484,687 |
|
|
|
|
|
|
| 20,000,000 | (3) |
|
| (135,418 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (58,946 | )(7) |
|
| 58,946 | (6) |
|
| - |
|
| Accumulated Deficit |
|
| (374,131 | ) |
|
| 60,739 |
|
|
| (158,805 | ) |
|
|
|
|
|
| 455,943 | (2),(6) |
|
| (16,254 | ) |
| Total Stockholders' Equity |
|
| (8,866,605 | ) |
|
| 60,739 |
|
|
| 8,315,882 |
|
|
| (58,946 | ) |
|
| 514,889 |
|
|
| (34,041 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ | 203,883 |
|
| $ | 63,308 |
|
| $ | (652,047 | ) |
| $ | 395,204 |
|
| $ | 204,535 |
|
| $ | 214,883 |
|
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The unaudited pro forma combined balance sheet reflects the effect of the following pro forma adjustments:
1. Elimination of assets and liabilities associated with the acquired business.
2. Write-off intercompany loan from VinHMS Pte Ltd
3. Transfer 10,000,000 shares of Series B shares to the Company
4. Re-pay the principal plus interest of the original shareholder loan that was paid off by VinHMS as part of the original merger agreement.
5. Outstanding bills for the consolidated group to be paid by VinHMS as of the closing date
6. Transfer of VoiceStep LLC from Mr. Tan Tran to Vemanti
7. Intercompany elimination from consolidation of Vemanti Group, Inc. and VoiceStep LLC
| 3 |
Vemanti Group Inc. and VoiceStep LLC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2024
| PROFORMA COMBINED |
| Vemanti |
|
| VoiceStep |
|
| VinHMS |
|
|
|
|
|
|
|
|
|
| ||||||
| INCOME STATEMENT |
| Group Inc. |
|
| LLC |
|
| Pte. Ltd. |
|
| Inter- |
|
| Proforma |
|
| Combined |
| ||||||
| for the 9 months ending Sep 30, 2024 |
| Consolidated |
|
| Stand-Alone |
|
| Stand-Alone |
|
| Company |
|
| Adjustments |
|
| Pro Forma |
| ||||||
|
|
| Sep 30, 2024 |
|
| Sep 30, 2024 |
|
| Sep 30, 2024 |
|
| Eliminations |
|
| (see Notes) |
|
| Sep 30, 2024 |
| ||||||
|
|
| (unadjusted) |
|
| (unadjusted) |
|
| (unadjusted) |
|
|
|
|
|
|
|
| (adjusted) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Sales |
| $ | 1,095,424 |
|
| $ | 92,270 |
|
| $ | (1,095,424 | ) |
| $ | - |
|
| $ | - |
|
| $ | 92,270 |
|
| Cost of Sales |
|
| 146,859 |
|
|
| 18,864 |
|
|
| (146,859 | ) |
|
| - |
|
|
| - |
|
|
| 18,864 |
|
| Gross Margin |
|
| 948,565 |
|
|
| 73,406 |
|
|
| (948,565 | ) |
|
| - |
|
|
| - |
|
|
| 73,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General and Administrative |
|
| 742,384 |
|
|
| 109,754 |
|
|
| (217,490 | ) |
|
| - |
|
|
| - |
|
|
| 634,648 |
|
| Total Operating Expenses |
|
| 742,384 |
|
|
| 109,754 |
|
|
| (217,490 | ) |
|
| - |
|
|
| - |
|
|
| 634,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from Operations |
|
| 206,181 |
|
|
| (36,348 | ) |
|
| (731,075 | ) |
|
| - |
|
|
| - |
|
|
| (561,242 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other Income (Expense) |
|
| (2,368 | ) |
|
| 14,838 |
|
|
| - |
|
|
| - |
|
|
| 454,150 | (1) |
|
| 468,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,793 | (2) |
|
|
|
|
| Interest Income (Expense) |
|
| (575,599 | ) |
|
| 3 |
|
|
| 569,925 |
|
|
| - |
|
|
| - |
|
|
| (5,671 | ) |
| Total Other Expense |
|
| (577,967 | ) |
|
| 14,841 |
|
|
| 569,925 |
|
|
| - |
|
|
| 455,943 |
|
|
| 462,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before Income Taxes |
|
| (371,786 | ) |
|
| (21,507 | ) |
|
| (161,150 | ) |
|
| - |
|
|
| 455,943 |
|
|
| (98,500 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provision for Income Taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
| $ | (371,786 | ) |
|
| (21,507 | ) |
|
| (161,150 | ) |
|
| - |
|
|
| 455,943 |
|
| $ | (98,500 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss per Share (Basic and Diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding (Basic and Diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 48,615,188 |
|
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The unaudited pro forma combined income statement reflects the effect of the following pro forma adjustments:
1. Write-off intercompany loan from VinHMS Pte Ltd.
2. Gain on acquisition of VoiceStep LLC
| 4 |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation and Accounting Policies
The Recission Agreement and the transfer of VoiceStep back to Vemanti has been accounted for as a business combination under ASC 805, Business Combinations, as the assets acquired do meet the definition of a business. Hence, the Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. If the purchase price is less than the fair value of net assets acquired, the “negative goodwill” is treated as a purchase gain in the income statement. Acquisition related expenses and integration costs are expensed as incurred.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of Vemanti upon consummation of the rescission transactions in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the rescission transactions occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the rescission transactions and the other related events contemplated by the Rescission Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Vemanti following the completion of the rescission transactions. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Vemanti and VoiceStep have not had any historical relationship prior to the rescission transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the rescission transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of Vemanti following the completion of the rescission transactions. The unaudited pro forma adjustments represent Vemanti management’s estimates based on information available as of the dates of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
The pro forma basic and diluted income per share amounts presented in the Unaudited Pro Forma Condensed Combined Statement of Operations are based upon the number of the Combined Company’s shares outstanding, assuming the Rescission Agreement occurred on January 1, 2024 for the September 30, 2024 pro forma.
3. Loss per share
Loss per share represents the income per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Rescission Agreement, assuming the shares were outstanding since January 1, 2024 for the September 30, 2024 loss per share. As the Rescission Agreement and related equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes that any shares issuable relating to the Rescission Agreement have been outstanding for the entirety of all periods presented.
| 5 |
4. Preliminary Purchase Price Allocations
The preliminary purchase price for VoiceStep has been allocated to the assets acquired and liabilities assumed for purposes of this pro forma financial information based on their estimated relative fair values. The purchase price allocations are preliminary. The final purchase price allocations for VoiceStep will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the transactions contemplated by the Rescission Agreement. Accordingly, the final rescission transaction accounting adjustments could differ materially from the accounting adjustments included in the pro forma financial statements presented here. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown, could also change the portion of purchase price allocable to goodwill and could impact the operating results of the Company following the merger due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities.
Preliminary Purchase Price Allocation
The acquisition of VoiceStep is being accounted for as a business combination under Financial Accounting Standards Board Accounting Standards Codification (ASC) 805. The following information summarizes the provisional purchase consideration and preliminary allocation of the fair values assigned to the assets at the purchase date:
| Preliminary Purchase Price: |
|
|
| |
|
|
|
|
| |
| Total preliminary purchase consideration for the membership interests |
| $ | 58,946 |
|
|
|
|
|
|
|
| Preliminary Purchase Price Allocation: |
|
|
|
|
| Cash |
| $ | 54,331 |
|
| Accounts Receivable |
|
| 6,872 |
|
| Other Assets |
|
| 2,105 |
|
| Liabilities Assumed |
|
| (2,569 | ) |
| Gain on Acquisition |
|
| (1,793 | ) |
| Net Assets Acquired |
| $ | 60,739 |
|
| 6 |