HOANG VAN NGUYEN - 09 Apr 2024 Form 3 Insider Report for Vemanti Group, Inc. (VMNT)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Hoang Van Nguyen
Issuer symbol
VMNT
Transactions as of
09 Apr 2024
Net transactions value
$0
Form type
3
Filing time
15 Apr 2024, 11:30:58 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VMNT Series A Preferred Stock 14,000,000 09 Apr 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding VMNT Series B Convertible Preferred Stock 09 Apr 2024 Common Stock 83,720,000 $0.0760 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock has the right to ten (10) votes per each share of the Issuer's common stock, par value $0.0001 per share ("Common Stock")
F2 Series B Convertible Preferred Stock is not convertible until April 1, 2025, pursuant to the terms of a Lock-Up Agreement between Mr. Nguyen and the Issuer, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement.
F3 The Series B Convertible Preferred Stock has no expiration date.
F4 Each share of Series B Convertible Preferred Stock is currently convertible into 26 shares of Common Stock. This reflects the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. However, the Series B Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 9.99% of the total number of shares of Common Stock outstanding at the time of such conversion, unless otherwise approved by a majority of the Issuer's board of directors.

Remarks:

Mr. Nguyen was appointed to the Issuer's board of directors, but the appointment will become effective on April 19, 2024.