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): August 19, 2021
VITALITY
BIOPHARMA, 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.) |
| 1901 Avenue of the Stars, 2nd Floor<br><br> <br>**** Los<br> Angeles, California | 90067 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (530) 231-7800
| Not Applicable |
|---|
| (Former<br> 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 | VBIO | 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)) |
| Item1.01 | Entry into a Material Definitive Agreement. |
|---|
SecuritiesPurchase Agreement
On August 19, 2021, Vitality Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchaser identified therein (the “Purchaser”) providing for the issuance and sale by the Company to the Purchaser of a number of shares of the Company’s common stock having an aggregate value of up to $5,000,000 (collectively, the “Shares”), and warrants to purchase up to an equal number of shares of the Company’s common stock (each a “Warrant” and collectively the “Warrants”). The purchase and sale of the Shares and Warrants are subject to the effectiveness of a registration statement to be filed by the Company with the Securities and Exchange Commission within 15 business days of the date of the Securities Purchase Agreement.
In its sole discretion and subject to the funding conditions set forth in the Securities Purchase Agreement, the Company may submit, from time to time, notices obligating the Purchaser to purchase Shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or the Purchaser has purchased the $5,000,000 of Shares pursuant to the Securities Purchase Agreement. The price at which the Purchaser is obligated to purchase the Shares is equal to 85% of the lowest daily volume weighted average price (“VWAP”) during the five (5) trading days prior the third (3^rd^) business day following the Company’s submission of the purchase notice (the “Pricing Date”). The Purchaser shall limit its purchases of Shares, if upon closing of a purchase notice, the Purchaser would beneficially own more than 9.99% of the Company’s common stock.
For each Share sold to the Purchaser under the Securities Purchase Agreement, the Company will issue a Warrant to purchase another Share at a price equal to 115% of the lowest daily VWAP during the five (5) trading days prior to the Pricing Date. Each Warrant is immediately exercisable upon issuance and expires on the five-year anniversary of the date of issuance. The exercise price of the Warrants is subject to adjustment for stock dividends and splits and similar transactions, subsequent rights offerings and pro rata distributions to the Company’s common stockholders. The Purchaser shall limit its exercise of Warrants, if upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Company’s common stock.
The foregoing description of the Securities Purchase Agreement and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document.
| Item 8.01 | Other Events. |
|---|
On August 20, 2021, the Company issued a press release announcing the financing arrangement described in Item 1.01 hereof.
The foregoing description of the press release does not purport to be complete and is qualified in its entirety by reference to the full text of the document. 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.
| Item9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press<br> Release dated August 20, 2021 |
| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VITALITY BIOPHARMA, INC. | ||
|---|---|---|
| Dated: August<br> 20, 2021 | By: | /s/ Michael Cavanaugh |
| Name: | Michael<br> Cavanaugh | |
| Title: | Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated August 20,<br> 2021 |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
Exhibit99.1
VITALITYBIOPHARMA ENTERS INTO $5 MILLION EQUITY LINE FINANCING RELATIONSHIP WITH INSTITUTIONAL INVESTOR
20 AUG 2021 / PRESS RELEASE
CLEVELAND, OHIO – (August 20, 2021) – Vitality Biopharma, Inc. (VBIO) (“Vitality” or the “Company”), an innovation-driven drug development company dedicated to unlocking the therapeutic powers of cannabinoids, today announced that the Company had entered into a definitive agreement with an institutional investor for a $5,000,000 equity line financing.
Under the terms of the equity line financing, once the registration statement covering these shares is declared effective, the institutional investor is obligated to purchase the number of shares of the Company’s common stock set forth in each purchase notice delivered by the Company until December 31, 2022 (up to $250,000 per purchase notice) at a price equal to 85% of the share’s lowest daily volume weighted average price over the five-day period prior to the pricing date, up to an aggregate value of $5,000,000. For each share sold to the institutional investor, the Company also will issue a warrant for another share exercisable at 115% of the lowest daily volume weighted average price of the five-day period prior to the pricing date.
The Company anticipates using the proceeds from the offering to advance the Company’s leading prodrug candidate, VBX-100, through its pre-clinical studies and for general corporate purposes. VBX-100, a glycosylated cannabinoid developed using our proprietary enzymatic bioprocessing technologies, was recently granted Orphan Drug Designation by the FDA for the treatment of pediatric ulcerative colitis.
“Over the past two and a half years our management team has successfully executed our three-pronged corporate recovery plan to resume ordinary course trading of our common stock, strengthen our balance sheet, and invest in our drug development assets. Today we are excited to announce this $5 million equity line financing which we expect will provide the critical funding necessary to support our transition into the value creation phase of our strategic plan, with a particular focus on advancing our VBX-100 prodrug through preclinical studies,” said Michael Cavanaugh, Chief Executive Officer of Vitality. “This financing is structured in a manner to allow us to draw capital on an as-needed basis to minimize dilution and maximize return on invested capital. We are thankful for the commitment and creativity of our institutional investor financing partner.”
AboutVitality Biopharma, Inc.
Headquartered in Los Angeles, California, Vitality Biopharma, Inc. (www.vitality.bio) is a company focused on the advancement of pharmaceuticals and innovative technologies that improve the lives of patients. Vitality seeks to achieve this objective through the development of novel glycosylated cannabinoid prodrugs that are engineered to deliver the therapeutic benefits of cannabinoids but without their unwanted side effects. Vitality has developed over 100 novel cannabinoid compounds, including glycosylated tetrahydrocannabinol (THC) and water soluble glycosylated cannabidiol (CBD) prodrugs.
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.
VitalityBiopharma, Inc.
Investor Relations
info@vitality.bio
+1 530.231.7800
www.vitality.bio