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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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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) |
01/14/2025 (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)
27.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 9 - Sole Dispositive Power
20,155,000.00 (Common Stock)
40,000,000.00 (non-convertible Series A Preferred Stock)
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. 4 to the Schedule 13D (this "Amendment No. 4") 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, Amendment No. 2, filed on April 10, 2024, and Amendment No. 3 filed December 27, 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 | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following:
On December 17, 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. Under the terms of the Rescission Agreement, as soon as practicable after the Closing, which occurred on December 20, 2024, the Issuer was to reissue 40,000,000 shares of Series A Preferred Stock to Mr. Tran.
40,000,000 shares of Series A Preferred Stock were subsequently issued to Mr. Tran on January 14, 2025, and constitute 100% of the Series A Preferred Stock issued and outstanding as of the date of this report. While the Series A Preferred Stock does not convert into Common Stock, it votes alongside the Common Stock, with each share of Series A Preferred Stock entitled to 10 votes of Common Stock. | ||
| 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. 4 is hereby incorporated by reference into this Item 5.
As of the date of this Schedule 13D, Mr. Tran beneficially owns 40,000,000 Shares of Series A Preferred Stock, which constitutes 100% of the Series A Preferred Stock issued and outstanding as of the date of this report. The Series A Preferred Stock does not convert into Common Stock; however, the Series A Preferred Stock vote with the Common Stock with each share of Series A Preferred Stock entitled to 10 votes of Common Stock. Additionally, Mr. Tran beneficially owns 20,155,000 shares of Common Stock, which represents approximately 27.0% of the shares of Common Stock issued and outstanding as of the date of this report.
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| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1. Mutual Rescission Agreement and Release, dated December 17, 2024
https://www.sec.gov/Archives/edgar/data/1605057/000147793224008330/tran13da_ex1.htm | ||
| 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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