Form 4: Vemanti Group Director Tan Tran Exchanges Series A Preferred Shares for Series B Convertible Preferred Stock

Director Tan Tran surrendered 40,000,000 Series A Preferred Shares for 800,000 Series B Convertible Preferred Stock in a share exchange agreement.

Summary

• On April 9, 2024, Tan Tran, a director and 10% owner of Vemanti Group, Inc. (VMNT), engaged in a transaction involving the company's preferred stock.
• Mr. Tran surrendered 40,000,000 Series A Preferred Shares.
• In exchange, he received 800,000 shares of Series B Convertible Preferred Stock.
• The exchange was executed under a Share Exchange Agreement dated April 1, 2024.
• The Series B Convertible Preferred Stock is convertible into common shares starting April 1, 2025, subject to certain lock-up provisions and potential early release upon the company's up-listing to a national securities exchange.
• Each share of Series B Convertible Preferred Stock can be converted into 26 shares of Common Stock, potentially resulting in 20,800,000 common shares.
• However, conversion is limited to ensure Mr. Tran does not beneficially own more than 9.99% of the outstanding common stock, unless approved by the board of directors.

Sentiment

Score: 6

Explanation: The document describes a routine transaction involving preferred stock. The sentiment is neutral as it reflects an internal restructuring rather than a major strategic shift.

Risks

• The lock-up agreement on the Series B Convertible Preferred Stock until April 1, 2025, could limit Mr. Tran's ability to convert the shares into common stock.
• The 9.99% ownership limit on common stock conversion could restrict the number of shares Mr. Tran can acquire through conversion, unless approved by the board.

Future Outlook

The Series B Convertible Preferred Stock is not convertible until April 1, 2025, subject to a lock-up agreement and potential early release upon the company's up-listing to a national securities exchange. The conversion is also limited to ensure Mr. Tran does not exceed 9.99% ownership of the outstanding common stock, unless approved by the board.

Industry Context

This transaction reflects internal restructuring of ownership within Vemanti Group, with a key insider exchanging one type of preferred stock for another. This type of transaction is not uncommon, and the details of the conversion rights and limitations are important for understanding the potential impact on the company's capital structure.

Related Party Transactions

• The Share Exchange Agreement between Mr. Tran, a director and 10% owner, and Vemanti Group constitutes a related party transaction.

Stakeholder Impact

• The transaction could potentially impact shareholders depending on the future conversion of the Series B Convertible Preferred Stock into common shares and the resulting dilution.
• The lock-up agreement and ownership limitations could affect the timing and extent of Mr. Tran's influence on the company.

Key Dates

Keywords

Series B Convertible Preferred Stock, Series A Preferred Shares, Share Exchange Agreement, Tan Tran, Vemanti Group, VMNT, Director, Beneficial Ownership, Conversion, Lock-Up Agreement