Vemanti Group acquires DevBlock Technologies for 1.35x trailing revenue; four-year earn-out structure

Vemanti Group, Inc.

Purchase price equals 1.35x trailing twelve-month gross sales revenue of DevBlock, paid in four installments over three years.
Sellers Benjamin Liu and James Sun receive 20M stock options each in Vemanti at $0.20/$1.00; enter employment agreements.
Earn-out payments contingent on EBITDA margin targets (≥2.5% year one); failure for two consecutive quarters triggers loss of independence.
Closing by June 30, 2023; Vemanti appoints majority of DevBlock board; customary conditions apply.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vemanti Group, Inc. entered into Stock Purchase Agreement with Benjamin Liu and James Sun (effective 2023-04-18).

Action: entry
Agreement: asset purchase
Counterparty: Benjamin Liu and James Sun
Effective: 2023-04-18

Exact text from the filing

On April 18, 2023, Vemanti Group, Inc., a Nevada corporation (“Vemanti”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Benjamin Liu and James Sun (the “Sellers”), as the sole shareholders of DevBlock Technologies, Inc., a Delaware corporation (the “Corporation”), whereby, on the terms and subject to the conditions stated therein, Vemanti will acquire the Corporation.

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Vemanti Group, Inc. filing history →

Source: SEC EDGAR

accession 0001477932-23-002832

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