8-K
RANGE IMPACT, INC. (RNGE)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 15, 2022
MALACHITE
INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53832 | 75-3268988 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (I.R.S.<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 200 Park Avenue, Suite 400 | ||
| --- | --- | |
| Cleveland, Ohio | 44122 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (216) 304-6556
NotApplicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: |
|---|---|---|
| Common<br> Stock | MLCT | OTC<br> Markets |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item8.01 Other Events.
Letterof Intent to Acquire 80% of Range Environmental Resources, Inc.
On March 15, 2022, Malachite Innovations, Inc. (the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with the owners of Range Environmental Resources, Inc. (“Range”), a West Virginia-based environmental services company operating throughout Appalachia, to purchase 80% of their shares in Range in exchange for ten million (10,000,000) shares of the Company’s common stock and One Million Dollars ($1,000,000) in cash, subject to a holdback of Two Hundred Fifty Thousand Dollars ($250,000) for a six-month period following closing of the transaction to cover any qualifying indemnification claims by the Company. Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction and employment agreements with the two owners of Range, satisfaction of the conditions negotiated therein and approval of the transaction by the Company’s board of directors, and all applicable state and federal law. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. If and when any such agreement is reached, the Company will file notice of such agreement with the Securities and Exchange Commission on Form 8-K.
The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Intent attached hereto as Exhibit 99.2.
PressRelease
On March 15, 2022, the Company issued a press release announcing the entry into the Letter of Intent described in Item 8.01 hereof.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibits 99.1 and 99.2) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1<br><br> <br>99.2 | Press Release dated March 15, 2022<br><br> <br>Letter of Intent dated March 15, 2022 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MALACHITE INNOVATIONS, INC. | ||
|---|---|---|
| Dated:<br> March 15, 2022 | By: | /s/ Michael Cavanaugh |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer |
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1<br><br> <br>99.2 | Press Release dated March 15, 2022<br><br> <br>Letter of Intent dated March 15, 2022 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
MALACHITEINNOVATIONS ANNOUNCES SIGNED LETTER OF
INTENTWITH RANGE ENVIRONMENTAL RESOURCES, INC.
15 MAR 2022 / PRESS RELEASE
CLEVELAND, OHIO – (March 15, 2022) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”) announces that it has entered into a non-binding letter of intent (the “Letter of Intent”) with the owners of Range Environmental Resources, Inc. (“Range”), a West Virginia-based environmental services company operating throughout Appalachia, to purchase 80% of their shares in Range in exchange for Ten Million (10,000,000) shares of Malachite’s common stock and One Million Dollars ($1,000,000) in cash. Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction and employment agreements with the two owners of Range, satisfaction of the conditions negotiated therein, and approval of the transaction by the Malachite board of directors.
In October 2021, Malachite expanded its corporate strategy through the formation of a new operating subsidiary – Daedalus Ecosciences – to invest in environmental, social and governance (“ESG”) value creation opportunities with the goal of improving our people-planet ecosystem. Daedalus Ecosciences will serve as the holding company of various operating businesses that are anticipated to provide direct and measurable improvement to our environment, with a particular focus on the most challenging socio-economic areas of our country, such as Appalachia, to maximize the good we do for people and the planet. Range would be Malachite’s first investment under its new ESG investment strategy.
“Range is an environmental services business that primarily focuses on the reclamation of former coal mines, the remediation of non-compliant streams and waterways, and the reimagination of challenging environmental situations into next generation industries and job-creating commercial activities,” stated Michael Cavanaugh, Malachite’s Chief Executive Officer. “We believe that this acquisition can serve as a catalyst for the acquisition and organic growth of several additional ESG investment opportunities that complement Range with the goal of creating a large, multi-faceted earth-focused operating business unit with substantial revenues and profits,” Cavanaugh stated.
AboutMalachite Innovations, Inc.
Headquartered in Cleveland, Ohio, Malachite Innovations, Inc. is an innovative socially-conscious company dedicated to improving the health and wellness of people and our planet. Malachite deploys this dual, interconnected strategy through two wholly-owned operating subsidiaries. Daedalus Ecosciences, our operating unit dedicated to improving the health and wellness of our planet through ESG investments, seeks to identify, invest in and reposition challenging environmental situations with a particular focus on technological innovations and eco-friendly solutions deployed in economically challenged communities. Graphium Biosciences, our operating subsidiary dedicated to improving the health and wellness of people, seeks to advance our broad portfolio of over 100 novel cannabinoid-glycoside compounds created using our proprietary enzymatic bioprocessing technologies to develop safe and effective novel treatments for chronic and debilitating conditions, with an initial focus on inflammatory bowel disease.
NoticeRegarding Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, timing of clinical trials and product development, business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
MalachiteInnovations, Inc.
Investor Relations
P: +1 (216) 304-6556
E: ir@malachiteinnovations.com
W: www.malachiteinnovations.com
Exhibit99.2
LETTEROF INTENT
This letter of intent (“Letter of Intent”), dated as of March 15, 2022, is entered into by and among Malachite Innovations, Inc., a Nevada corporation (“Malachite”) and the holders of all of the issued and outstanding shares of common stock of Range Environmental Resources, Inc., a West Virginia corporation (“Range”) as set forth on the signature page hereto (each a “Selling Shareholder” and collectively “Selling Shareholders”), whereby Malachite would enter into a transaction with the Selling Shareholders pursuant to the terms and subject to the conditions set forth herein. Malachite and the Selling Shareholders each may be referred to herein as a “Party” and together as the “Parties”. This Letter of Intent contains certain binding agreements and nonbinding understandings with respect to the transaction summarized below.
PartI – Nonbinding Provisions. The following Paragraphs 1 to 5 of this Letter of Intent (collectively, the “NonbindingProvisions”) reflect our mutual understanding of the matters described in them, but each Party acknowledges that the Nonbinding Provisions are not intended to create or constitute any legally binding obligation on the Parties, and no Party shall have any liability to any other Party with respect to the Nonbinding Provisions until a fully integrated definitive agreement (the “DefinitiveAgreement”), and other related documents, are prepared, authorized, executed and delivered by and between all Parties. The Nonbinding Provisions represent the Parties’ general understanding and summary of the key points of the Transaction (as defined below). The Definitive Agreement, if prepared, will contain other terms and conditions of the Transaction including customary representations, warranties and covenants. If the Definitive Agreement is not prepared, authorized, executed or delivered for any reason, no Party to this Letter of Intent shall have any liability to any other Party to this Letter of Intent based upon, arising from, or relating to the Nonbinding Provisions.
| 1. | Transaction: Malachite, through its wholly-owned subsidiary Daedalus Ecosciences, Inc., would acquire<br> 80% of the issued and outstanding shares of common stock of Range (the “Purchased Shares”) from the Selling Shareholders (the “Transaction”).<br> The remaining 20% of the common equity of Range would be retained by the Selling Shareholders.<br> The Transaction is expected to close no later than April 30, 2022 (the “Closing Date”). |
|---|---|
| 2. | Consideration: In connection with the Transaction, Malachite would provide the Selling Shareholders<br> with the following consideration: (i) cash consideration in an amount equal to $1,000,000<br> (“Cash Consideration”) and (ii) equity consideration in an amount<br> equal to 10,000,000 shares of newly-issued unregistered shares of common stock of Malachite<br> (“Stock Consideration”). |
| 3. | Holdback: On the date on which the Definitive Agreement is executed, Malachite would hold back<br> from the Cash Consideration an amount equal to $250,000 for a six-month period (“Holdback Period”) following the Closing Date to cover any qualifying indemnification<br> claims by Malachite (“Holdback Amount”). Upon the expiration of<br> the Holdback Period, the Holdback Amount would be promptly paid to the Selling Shareholders<br> less any amounts subject to qualifying indemnification claims. |
| 4. | Employment Agreement: On the Closing Date, Malachite would offer each Selling Shareholder an<br> employment agreement to serve as “Co-President” of Range for compensation equal<br> to $250,000 per annum plus standard benefits (each an “Employment Agreement”).<br> Malachite would agree to work in good faith with each Selling Shareholder to execute a mutually<br> acceptable Employment Agreement on the Closing Date. |
| 5. | Closing Conditions: The Parties’ obligation to close the Transaction consistent with<br> the terms set forth in this Letter of Intent are subject in all respects to: (a) Malachite’s<br> satisfactory completion of its due diligence and (b) final approval of the Transaction and<br> the Definitive Agreement by Malachite’s Board of Directors. |
|---|
PartII - Binding Provisions. The following Paragraphs 6-18 of this Letter of Intent (collectively, the “Binding Provisions”) will constitute the legally binding and enforceable agreements of the Parties in recognition of the costs to be borne by such Parties in pursuing this proposed Transaction and further, in consideration of their mutual undertakings as to the matters described herein.
| 6. | Nonbinding Provisions Not Enforceable: The Nonbinding Provisions do not create or constitute<br> any legally binding obligations among the Parties, and no Party shall have any liability<br> to the other Party with respect to the Nonbinding Provisions until the Definitive Agreement,<br> if one is successfully negotiated, is executed and delivered by and between all Parties.<br> If the Definitive Agreement is not prepared, authorized, executed or delivered for any reason,<br> no Party to this Letter of Intent shall have any liability to any other Party to this Letter<br> of Intent based upon, arising from, or relating to the Nonbinding Provisions. |
|---|---|
| 7. | Due Diligence: Upon execution of this Letter of Intent, Malachite will immediately begin<br> its confirmatory due diligence of Range. In connection with such due diligence, the Selling<br> Shareholders and Range will give Malachite and its representatives reasonable access to management,<br> books, records, financial statements and properties of Range to enable Malachite to complete<br> its confirmatory due diligence investigation. |
| 8. | Legal Documentation: Concurrent with Malachite’s due diligence review of Range, the<br> Parties will begin drafting the Definitive Agreement with the goal of executing the Definitive<br> Agreement within the time frame set forth below in Paragraph 10. The Parties agree to act<br> in good faith in the negotiation of the Definitive Agreement. In addition to the terms set<br> forth in this Letter of Intent, the Definitive Agreement will contain other terms, conditions<br> and covenants customary for transactions of this type. The Parties agree that Malachite will<br> prepare and deliver the initial drafts of the Definitive Agreement and the Employment Agreements. |
| 9. | **Consents:**The Parties shall cooperate with each other and proceed, as promptly as is reasonably practicable, to seek to obtain all necessary<br>consents and approvals and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution<br>and consummation of the Definitive Agreement. |
| 10. | Time Frame; Termination: Malachite intends to complete its due diligence and the Parties<br> intend to complete the legal documentation and execute the Definitive Agreement by the Closing<br> Date. The Binding Provisions and this Letter of Intent may be terminated: (a) at any time,<br> by mutual written agreement of the Parties; (b) at any time, by written notice by Malachite<br> to the Selling Shareholders and Range; or (c) at any time, by written notice by the Selling<br> Shareholders to Malachite, provided that the termination of this Letter of Intent will not<br> affect the liability of a Party for breach of any of the Surviving Binding Provisions and<br> Non-Surviving Binding Provisions (as each of those terms are defined in Paragraph 18 below)<br> prior to termination, nor of the Surviving Binding Provisions thereafter. Upon termination<br> of this Letter of Intent, the Parties will have no further obligations under this Letter<br> of Intent, except with respect to the Surviving Binding Provisions which will survive in<br> full force and effect, unamended. |
| 11. | Confidentiality; Disclosure: This Letter of Intent, and the existence or status of negotiations, are<br> private and confidential and shall not be disclosed by any Party without the prior written<br> consent of the other Parties; provided, however, the Parties may share such confidential<br> information with their respective directors, officers, employees, consultants, stockholders,<br> affiliates, subsidiaries, agents, representatives, attorneys, accountants, advisors and potential<br> financing sources (“Representatives”) who are directly involved<br> in the negotiation and closing of the Transaction. Notwithstanding anything to the contrary<br> in this Paragraph 11, the Parties acknowledge that following the execution of this Letter<br> of Intent, Malachite shall file a Form 8-K with the SEC and issue a related press release<br> regarding the Letter of Intent and the proposed Transaction. With the exception of the Form<br> 8-K and press release described in this Paragraph 11, the Parties agree not to issue any<br> further press releases or make any further public announcement regarding the Transaction<br> prior to the Closing without prior written mutual consent of all Parties, except where a<br> public announcement is otherwise required by law. |
|---|---|
| 12. | Exclusivity: The Parties agree that unless negotiations between the Parties are earlier terminated<br> pursuant to Paragraph 10, Range and the Selling Shareholders shall not, and shall not permit<br> any of their respective Representatives to, entertain, solicit, discuss, facilitate, enable<br> or pursue a possible merger, acquisition (whether of all or substantially all of Range’s<br> stock or assets), recapitalization, joint venture or other material transaction involving<br> Range or the shares of Range (an “Alternative Transaction”) from<br> the date hereof until June 30, 2022 (the “Exclusivity Period”). |
| 13. | Fees and Expenses; No Broker: Malachite and the Selling Shareholders shall each be responsible<br> for their respective fees and expenses incurred in connection with the Transaction and the<br> negotiation and closing of the Definitive Agreement, including, without limitation, fees<br> and expenses of attorneys, accountants, consultants, valuation consultants, advisors and<br> other professionals, regardless of whether the Transaction is consummated or terminated.<br> Not in limitation of the foregoing, the Selling Shareholders agree that they shall be responsible<br> for the fees and expenses incurred by Range. The Parties represent to one another that they<br> have not engaged an investment banker in connection with the Transaction nor are liable for<br> any brokerage or similar fee as a result of the proposed Transaction. |
| 14. | Entire Agreement: This Letter of Intent represents the entire understanding and agreement<br> among the Parties with respect to the subject matter hereof and supersedes all prior discussions<br> and agreements between the Parties with respect to the subject matter hereof. This Letter<br> of Intent can be amended, supplemented or changed only by a written instrument executed by<br> all the Parties. |
| 15. | Severability: If any Binding Provision of this Letter of Intent is invalid, illegal or incapable of<br> being enforced by any law or public policy, then all other Binding Provisions of this Letter<br> of Intent shall remain in full force and effect so long as the economic or legal substance<br> of the Transaction is not affected in any manner materially adverse to Malachite or the Selling<br> Shareholders. Upon such determination that any Binding Provision is invalid, illegal or incapable<br> of being enforced, the Parties will work in good faith to modify this Letter of Intent to<br> accomplish the original intent of the Parties. |
| 16. | Governing Law: This Letter of Intent shall be governed by and construed in accordance with<br> the laws of Ohio without giving effect to conflicts of laws principles thereof. The Parties<br> irrevocably consent to the jurisdiction and venue of the state and federal courts located<br> in Cuyahoga County, Ohio in connection with any action relating to this Letter of Intent. |
| 17. | Counterparts: This Letter of Intent may be executed in multiple counterparts, each of which will be<br> deemed to be an original copy of this Letter of Intent and all of which, when taken together,<br> will be deemed to constitute one and the same agreement. |
| 18. | Survival:<br> Notwithstanding the termination of this Letter of Intent as set forth in Paragraph 10 above, the provisions set out in Paragraphs 6,<br> 11, 13, 16 and 18 will survive in the event that this Letter of Intent is terminated (the “Surviving Binding Provisions”). The remaining Paragraphs of this Part II shall be the “Non-Surviving Binding Provisions.” |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Letter of Intent to be duly executed as of the date hereof.
| MALACHITE INNOVATIONS, INC. | |
|---|---|
| By: | Michael Cavanaugh |
| Its: | Chief Executive Officer |
| RANGE ENVIRONMENTAL RESOURCES, INC. | |
| By: | Jeremy Starks |
| Its: | Co-President |
| SELLING SHAREHOLDERS | |
| Jeremy Starks | |
| Joshua Justice |