8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 26, 2024

Registrant’s telephone number, including area code:

(949) 559-7200

____________________________________________________

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

Emerging growth company ☒

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

Item 1.01. Entry into a Material Definitive Agreement.

On December 26, 2024, the Company entered into Amendment #3 (the “Amendment”) to the Senior Promissory Note (the “Note”) issued to FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”) on May 9, 2023 in the principal amount of $162,750.

Pursuant to the Amendment, the conversion price was adjusted to $0.06 and FirstFire agreed to convert the entire balance of the Note no later than three business days after the execution of the Amendment. On Thursday, December 26, 2024, FirstFire converted the balance of the Note for a total of 1,200,000 shares of the Company’s common stock. The balance of the Note is now $0.

The foregoing summary of the Amendment is qualified in its entirety by the terms of the Amendment, which is filed as Exhibit 10.25 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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.

vmnt_ex10.25.htm EXHIBIT 10.25

AMENDMENT #3 TO THE SENIOR PROMISSORY NOTE ISSUED ON MAY 9, 2023

THIS AMENDMENT #3 to the Note (as defined below) (the “Amendment”) is entered into as of December 26, 2024 (the “Effective Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).

BACKGROUND

A. The Company and Holder are the Parties to that certain promissory note originally issued by the Company to the Holder on May 9, 2023, in the original principal amount of $162,750.00 (as amended from time to time, the “Note”).

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note.

2. The original reference to “$0.225” in Section 1.2(a) of the Note was replaced with “ the current market price of the Company’s common stock minus $0.10, but under no circumstances less than $0.10 or more than $0.30” will now be replaced with “$0.06”.

3. The Parties agree that the Holder will convert the entire outstanding balance of Note at $0.06 no later than 3 business days after the execution of this Amendment so that the balance of the Note will $0. If the Holder does not convert the Note as set forth above, this Amendment will be null and void.

4. Section 4.5 of the Note shall apply to this Amendment.

5. This Amendment may be executed in two or more counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument. Such counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

| Name: | Hoang Van Nguyen | Name: | Eli Fireman |

| Title: | Chief Executive Officer | | |