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): May 15, 2025
RANGE
IMPACT, 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
Not
Applicable
(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 | RNGE | 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.
PressRelease
On May 15, 2025, the Company issued a press release reporting its financial results for the first quarter of 2025.
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 Exhibit 99.1) 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 this Current Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report 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 | Press Release dated May 15, 2025 |
| 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.
| RANGE IMPACT, INC. | |||
|---|---|---|---|
| Dated: | May<br> 15, 2025 | By: | /s/ Michael Cavanaugh |
| Name: | Michael<br> Cavanaugh | ||
| Title: | Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 15, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit99.1
RangeImpact Reports 1Q 2025 Financial Results
Cleveland,Ohio – May 15, 2025 – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reports its results for the first quarter ended March 31, 2025.
Range Impact’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 was filed with the Securities and Exchange Commission on May 15, 2025 and is available for viewing at https://rangeimpact.com/investors/. Since the information provided in this press release is limited to selected financial and operational information, shareholders and interested parties are encouraged to read the Company’s full Form 10-Q available on its website.
Michael Cavanaugh, Range Impact’s CEO, states, “Our first quarter results include the Company’s first major mine complex acquisition, which marks a transformative moment for Range Impact and its shareholders.” Cavanaugh added, “Our team is focused on executing our unique reclamation and repurposing strategy at our new Fola mine, while concurrently evaluating a growing pipeline of additional mine acquisition opportunities in Appalachia to quickly gain meaningful scale and create shareholder value through acquisitive growth.”
Businessand Financial Highlights of the First Quarter 2025
| ○ | Acquired<br> approximately 120,000 acres of real property interests associated with the Fola Mine Complex<br> in West Virginia, and recorded additional land value of $51.6 million comprised of $8.5 million of appraised land value and $43.1 million<br> of capitalized asset retirement costs |
|---|---|
| ○ | Acquired 15<br> mining permits and assumed responsibility for an additional 21 mining permits at the Fola Mine Complex with an estimated asset<br> retirement obligation of approximately $43.1 million |
| --- | --- |
| ○ | Assumed<br> two coal royalty agreements that provide monthly royalty payments that the Company plans<br> to use to fund a portion of the expenses associated with the reclamation and repurposing of the Fola Mine<br> Complex |
| --- | --- |
| ○ | Acquired<br> the landlord’s interest in a 1,500-acre solar <br> lease with a large multi-national solar developer at the Fola Mine Complex that, if the<br> solar project is constructed as proposed, would represent one of the largest solar<br> projects in Appalachia |
| --- | --- |
| ○ | Streamlined<br> operations <br> as the Company transitions to a variable-cost operating model to perform<br> land reclamation and water restoration |
| --- | --- |
| ○ | Increased<br> stockholders’ equity from $834,405 to $6,538,522 as of March 31, 2025 primarily due to a bargain<br> purchase gain of $5,602,484 associated with the Fola Mine Complex acquisition |
| --- | --- |
AboutRange Impact, Inc.
Headquartered in Cleveland, Ohio, Range Impact is a public company (OTC: RNGE) dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Range Impact owns and operates several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. Range Impact takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Range Impact seeks to thoughtfully allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its shareholders.
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, changes in 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.
RangeImpact, Inc.
Investor Relations
P: +1 (216) 304-6556
E: ir@rangeimpact.com
W: www.rangeimpact.com