UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Agreement
As previously disclosed, on March 3, 2023, Vemanti Group, Inc., a Nevada corporation (the “Company”), entered into a Framework SaaS Agreement (the “SaaS Agreement”) with Finastra International Limited, a limited corporation organized under the laws of Wales and the United Kingdom (“Finastra”).
The SaaS Agreement only becomes effective upon the Company’s shares being listed on the Nasdaq Capital Market on or before May 22, 2023 (the “Effective Date”). On May 31, 2023, the Company executed a variation agreement extending the Effective Date of the SaaS agreement to June 22, 2023 (the “Extension”). Except as modified by the Extension, all terms and conditions of the SaaS Agreement shall remain in full force and effect.
The foregoing description of the Extension is not complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Extension is attached hereto as Exhibit 10.17.
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Item 9.01 Financial Statements and Exhibits.
Financial Statements and Exhibits
(d) Exhibit No. Description
| Variation Agreement, dated as of May 31, 2023, by and between Vemanti Group, Inc. and Finastra International Limited | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Date: June 2, 2023
| Vemanti Group, Inc. |
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| By: | /s/ Tan Tran |
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| Tan Tran Chief Executive Officer |
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EXHIBIT 10.17
VARIATION AGREEMENT
This Variation Agreement (“Variation Agreement”) incorporates all terms and conditions of the Framework Agreement No. ON214958 (“Framework Agreement”) and Schedule ON214958 dated 28 February 2023 (“Schedule ON214958”) and is entered into between:
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| Company:
Finastra International Limited | (2)
| Client:
Vemanti Group, Inc |
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Country of incorporation:
United Kingdom |
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Country of incorporation:
United States of America |
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Company registration number:
971479 |
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Company registration number:
NV20141233800 |
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Registered office:
Four Kingdom Street, Paddington
London United Kingdom W2 6BD |
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Registered office:
7545 Irvine Center Drive Suite 200 Irvine, CA
92618 United States |
| (A) | This Variation Agreement shall become effective on the date of the last signature below (“Effective Date”). |
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| (B) | The Parties agree to amend the Approval Notice and Commencement Date definition set out in Schedule ON214958. Capitalized terms used but not defined in this Variation Agreement have the same meanings as in Schedule ON214958 and the Framework Agreement. If there is any conflict between the terms of the Framework Agreement, Schedule ON214958 and this Variation Agreement, then order precedence for resolving such conflict shall be as follows: (1) Variation Agreement; (2) Schedule ON214968; and lastly (3) Framework Agreement. |
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| (C) | Variations to Schedule ON214958: |
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| The second (2nd) paragraph appearing on the first (1st) page of Schedule ON214958 is hereby deleted and replaced to read as follows: |
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| “The Company agrees that the consummation of this license order is conditional upon the Client’s successful up-listing of its common stock on the NASDAQ Capital Market on or before 22 June 2023. Upon the effectiveness of the up-listing, the Client is to provide written notice to the Company (“Approval Notice”). If the Company receives the Approval Notice on or before 22 June 2023, the date of receipt of the Approval Notice shall be the “Commencement Date”, and this condition precedent is deemed fulfilled and this Schedule shall remain valid and enforceable between the Parties. If the Company does not receive the Approval Notice on or before 22 June 2023, the pricing and commercials detailed in this Schedule shall be null and void and be of no further effect between the Parties. The Parties can discuss and negotiate revised pricing and commercial details along with a new extended deadline for the Approval Notice, but otherwise on the same terms and conditions set out in this Schedule.” |
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| (D) | The terms of Schedule ON214958 and the Framework Agreement shall except as varied under this Variation Agreement shall remain in full force and effect and the terms herein shall operate as variations, modifications or waivers (as appropriate) permitted by and in accordance with the provisions of Schedule ON214958 and the Framework Agreement. |
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| Vemanti Variation ON214958 20230518 | Commercial in Confidence |
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| SIGNED on behalf of the Company and thereby duly authorised: |
| SIGNED on behalf of the Client and thereby duly authorised: |
| /s/ Tony Aherne |
| /s/ Tan Tran |
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| SIGNATURE |
| SIGNATURE |
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| Tony Aherne |
| Tan Tran |
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| FULL NAME (in block capitals) |
| FULL NAME (in block capitals) |
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| VP Commercial Finance |
| Chief Executive Officer |
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| POSITION |
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| May 31, 2023 |
| May 31, 2023 |
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| Vemanti Variation ON214958 20230518 | Commercial in Confidence |
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