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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Vemanti Group, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
92259A102 (CUSIP Number) |
Mark Crone, Esq. 420 Lexington Avenue, Suite 2446 New York, NY, 10170 646-861-7891 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92259A102 |
| 1 |
Name of reporting person
Tran Tan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,155,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Vemanti Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7545 IRVINE CENTER DR., 7545 IRVINE CENTER DR., IRVINE,
CALIFORNIA
, 92618. | |
Item 1 Comment:
This Amendment No. 3 to the Schedule 13D (this "Amendment No. 2") relates to the Common Stock of Vemanti Group, Inc., a Nevada corporation with principal executive offices located at 7545 Irvine Center Dr., Suite 200, Irvine, CA 92618 (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on July 7, 2021 (the "Initial Schedule"), as amended and supplemented by Amendment No. 1 filed on October 24, 2023, and Amendment No. 2, filed on April 10, 2024 (the "Amendments", together with the Initial Schedule, the "Schedule 13D") on behalf of the Reporting Person. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Mr. Tran's principal occupation is serving as the Chief Executive Officer of the Issuer. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following:
On April 1, 2024, Mr. Tran entered into a Mutual Rescission Agreement and Release (the "Rescission Agreement") with the Issuer, VinHMS Pte. Ltd., a Singapore private company limited by shares ("VinHMS") and VinHMS's shareholders. Pursuant to the terms of the Rescission Agreement, on December 20, 2024, Mr. Tan transferred 800,000 shares Issuer's Series B convertible preferred stock, par value $0.0001 per share ("Series B Preferred Stock") to the Company for cancellation.
In connection with the Rescission Agreement, the Lock-Up Agreement between Mr. Tran and the Issuer related to the Series B Preferred Stock was terminated on December 20, 2024. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is hereby amended and restated as follows:
The information set forth on the cover page of Amendment No. 3 is hereby incorporated by reference into this Item 5.
As of the date of this Schedule 13D, Mr. Tran beneficially owns an aggregate of 20,155,000 shares of the Common Stock, which is approximately 27.4% of the Common Stock issued and outstanding as of the Issuer's latest annual report on Form 10-Q filed with the SEC on November 15, 2024. | |
| (c) | There have been no other transactions in the shares of Common Stock effected by Mr. Tran during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1. Mutual Rescission Agreement and Release, dated December 17, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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