Item 1.01 Entry into a Material Agreement

On March 11, 2022, Vemanti Group, Inc., a Nevada corporation (the "Company"), entered into an Equity Commitment Agreement (the "Purchase Agreement"), with Alpha Sigma Capital Fund, LP, a Delaware limited partnership (the "Investor"), pursuant to which the Investor has the right to require the Company to sell it up to $2,000,000 in shares of its common stock ("Common Stock"), subject to certain limitations. The Investor was also issued a common stock purchase warrant (the "Warrant") as described below.

Pursuant to the terms of the Purchase Agreement, the Investor has the right, but not the obligation, to purchase up to $2,000,000 in shares of Common Stock (subject to certain limitations) from time to time commencing on the execution date, and ending on the earlier of (i) the date on which the Investor shall have purchased $2,000,000 of put shares pursuant to the Purchase Agreement, (ii) written notice of termination by the Company to the Investor of the Purchase Agreement, or (iii) the date that the Company or another party commences bankruptcy or insolvency proceedings against the Company.

The price per share of Common Stock to be sold to the Investor shall be 85% of the average of the volume weighted average price (the "VWAP") on the date on which the Investor informs the Company that it intends to purchase shares. The minimum amount of each put shall not be less than $200,000. The Company shall not be obligated to issue and sell the Investor put shares if the VWAP with respect to a put notice is less than $0.01 per share.

The Investor is entitled to a cash management fee equal to 2% of the purchase price of each tranche of shares of Common Stock sold by the Company to the Investor.

The Company and the Investor made certain representations and warranties to each other that are customary for transactions similar to this transaction and are subject to specified exceptions and qualifications.

Pursuant to the terms in the Warrant issued to the Investor, the Investor has the right to purchase the number of put shares ("Warrant Shares") that are purchased by the Investor. Each right shall expire two years from the date of the applicable put notice purchasing the shares. The exercise price of the Warrant Shares shall be equal to the purchase price of the shares of Common Stock purchased by the Investor. For example, if on January 2nd the Investor purchased 100 shares of Common Stock at $1.00, then on the second anniversary of that date, Investor has the right to purchase an additional 100 Warrant Shares at $1.00.

In addition, if prior to March 11, 2023 the Investor purchases $2,000,000 of shares of Common Stock pursuant to the Purchase Agreement, the Investor shall have the right to purchase twice the number of shares purchased by the Investor pursuant to said Agreement.

The foregoing descriptions of the Purchase Agreement and the Warrant and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Purchase Agreement and Warrant, copies of which are attached hereto as Exhibit 10.9 and 4.1, respectively, each of which is incorporated herein in its entirety by reference.






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Item 3.02  Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The issuance and sale of the Warrant by the Company to the Investor was made without registration under the Securities Act of 1933, as amended (the "Act"), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of the Investor to the Company that, among others, it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D).

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