RNGE 8-K
Range Impact, Inc. (RNGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(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: | ||
| OTC 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement 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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 14, 2023, Malachite Innovations, Inc. (the “Company” or “we”) entered into a Plan of Merger (the “Plan of Merger”) with our recently formed wholly-owned subsidiary, Range Impact, Inc., a Nevada corporation (“Merger Sub”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”). Pursuant to the Plan of Merger, the separate existence of Merger Sub would cease and we would continue as the surviving corporation with our name changed to Range Impact, Inc.
Pursuant to the Plan of Merger, (i) our articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below) to change the name of the Company to Range Impact, Inc., would continue to be the Company’s articles of incorporation, (ii) the Company’s bylaws in effect at the effective time of the Merger would continue to be the bylaws of the Company, and (iii) the Company’s directors and officers immediately prior to the effective time of the Merger would continue to be the Company’s directors and officers.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.1.1.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
Amendment to Articles of Incorporation.
On December 14, 2023, we filed Articles of Merger (the “Articles of Merger”) with the Secretary of State of the state of Nevada to effect the Merger and to change our name to Range Impact, Inc. Effective December 14, 2023, the Company’s trading symbol changed from MLCT to RNGE.
The foregoing is a summary only and does not purport to be a complete description of all of the terms and provisions contained in the Articles of Merger, and is subject to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.1.5.
| Item 8.01. | Other Events. |
We are furnishing the disclosure in this Item 8.01 in connection with the disclosure of information in a press release released on December 14, 2023 announcing our name change and trading symbol change. The press release is attached to this Current Report as Exhibit 99.1.
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 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.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 2.1.1 | Plan of Merger, dated as of December 14, 2023. | |
| 3.1.5 | Articles of Merger, dated as of December 14, 2023. | |
| 99.1 | Press Release from Range Impact, Inc., dated December 14, 2023. | |
| 104 | Cover 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.
| RANGE IMPACT, INC. | ||
| Dated: December 14, 2023 | By: | /s/ Michael Cavanaugh |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
Exhibit 2.1.1
PLAN OF MERGER
THIS PLAN OF MERGER is adopted, made and entered into as of October 18, 2023 (this “Plan of Merger”) by Malachite Innovations, Inc., a Nevada corporation (“Parent”), in accordance with Section 92A.180 of the Nevada Revised Statutes (“NRS”).
1. Parent and Subsidiary. Range Impact, Inc., a Nevada corporation (“Merger Sub”), is a wholly-owned subsidiary of Parent.
2. Merger. Merger Sub shall be merged with and into Parent (the “Merger”) at the Effective Time (as defined below). Following the Effective Time, the separate existence of Merger Sub shall cease, and Parent shall continue as the surviving corporation surviving the Merger and its name shall be changed to “Range Impact, Inc.” (the “Surviving Corporation”). The effects and consequences of the Merger shall be as set forth in this Plan of Merger, the Articles of Merger filed with the Secretary of State of the State of Nevada (defined below), and the NRS.
3. Effective Time. The Merger shall be effective upon the filing of the articles of merger (“Articles of Merger”) with the Nevada Secretary of State (the “Effective Time”). The Merger shall have the effects set forth in the NRS, including, without limitation, NRS 92A.250(1). Without limiting the generality of the foregoing, from and after the Effective Time, all the rights, privileges, immunities, powers, franchises, property (real, personal, and mixed), restrictions, disabilities, duties, and debts of Merger Sub shall become the debts, liabilities, obligations and duties of Parent, as the Surviving Corporation.
4. Articles of Incorporation; Name Change. The articles of incorporation of Parent in effect at the Effective Time, as amended pursuant to the Articles of Merger to change the name of the Surviving Corporation to Range Impact, Inc., shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
5. Bylaws. The bylaws of Parent in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
6. Directors. The directors of Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws of the Surviving Corporation, or until the earlier or their respective death, resignation or removal.
7. Officers. The officers of Parent immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws, or until the earlier of their respective death, resignation or removal.
8. Cancellation of Merger Sub Stock. At the Effective Time, one (1) share of stock, $0.001 par value per share, of Merger Sub owned by Parent, which represents all of the issued and outstanding capital stock of Merger Sub, shall be cancelled and no shares of Parent or other consideration shall be issued or delivered in exchange therefor.
9. Waiver of Notice. Parent, as the sole owner of Merger Sub, hereby waives the requirement of Section 92A.180(4) of the NRS that the Surviving Corporation mail a copy or summary of this Plan of Merger to each owner of Merger Sub.
10. Further Assurances. From time to time, as and when requested by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Merger Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interest, assets, rights, privileges, immunities, powers, franchises, and authority of Merger Sub, and otherwise carry out the purposes of this Plan of Merger, and the directors and appropriate officers of the Surviving Corporation are fully authorized for, in the name and on behalf of Merger Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
11. Prior Corporate Acts. This Plan of Merger was adopted and approved by the Parent’s Board of Directors on October 18, 2023. All corporate acts, plans, policies, contracts, approvals, and authorizations of Parent or Merger Sub, their respective stockholders, board of directors, committees elected or appointed by their respective board of directors, officers, and agents that were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, approvals, and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Parent and Merger Sub. On the Effective Date, the employees and agents of Parent and Merger Sub shall become the employees and agents of the Surviving Corporation and shall continue to be entitled to the same rights and benefits they enjoyed as employees and agents of such respective corporation.
IN WITNESS WHEREOF, this Plan of Merger has been adopted and executed by Parent, as the surviving parent domestic corporation, by a duly appointed officer as of the date first above written.
| Malachite Innovations, Inc. | ||
| By: | /s/ Michael Cavanaugh | |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
| Acknowledged and agreed to by: | ||
| Range Impact, Inc. | ||
| By: | /s/ Michael Cavanaugh | |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
Exhibit 3.1.5
Exhibit 99.1
Malachite Innovations Changes its Name to Range Impact and Adopts New Ticker Symbol “RNGE”
CLEVELAND, OHIO – (December 14, 2023) – Malachite Innovations, Inc. announces that it has changed its name to Range Impact, Inc. (“Range Impact”) and adopted a new ticker symbol “RNGE” for the trading of its common stock on the OTC Markets to better align its public company name with its mission-driven, impact investing strategy to acquire, reclaim and repurpose mine sites and other undervalued land throughout Appalachia.
Strategic Rationale
In 2021, Malachite Innovations was chosen as the name of the public company given its dual approach to creating shareholder value with the launch of its impact investing business alongside its legacy cannabinoid drug development business. “Malachite” is a green butterfly that was selected to symbolize our focus on both the environment and cannabinoids. Our strategic objective was to create two parallel pathways for shareholder value creation and optimize the present value of more than $20 million of net operating losses. As part of the corporate restructuring, the legacy drug assets were contributed to Graphium Biosciences, Inc. (“Graphium”), a new wholly-owned subsidiary, and the impact investing strategy was launched to acquire and build new wholly-owned cash flow positive operating businesses focused on reclaiming and repurposing mine sites in Appalachia.
Since the launch of Malachite’s dual approach to shareholder value creation in 2021, Malachite’s impact investing strategy has grown to encompass several complementary operating businesses with aggregate revenues in excess of $15 million over the most recent 12-month period and net taxable income over the past two fiscal quarters. Over the same period, Graphium’s cannabinoid drug development program has been advanced with the successful completion of additional animal studies showing favorable efficacy of our novel cannabinoid drug, the FDA’s award of an Orphan Drug Designation for the treatment of pediatric ulcerative colitis, and the filing and prosecution of additional patents.
On December 7, 2023, Malachite announced the engagement of an investment banking firm in connection with the implementation of a strategic plan for Graphium, which may include converting it into a separate and distinct privately held company funded with new capital. With this anticipated decoupling of Graphium’s drug development business from Malachite’s impact investing business, a new corporate name – Range Impact – was selected and branding strategy developed in order to convey a consistent theme and brand messaging to the market for the entire organization.
Operating Businesses
Beginning in 2024, Range Impact will be reporting financial information on the following business segments:
| ○ | Range Reclaim, through its two wholly owned operating businesses, Range Environmental Resources, Inc. and Collins Building & Contracting, Inc., provides land reclamation, water restoration and environmental consulting services to mining and non-mining companies throughout Appalachia. | |
| ○ | Range Minerals, through its wholly owned operating business, Range Natural Resources, Inc., provides land reclamation and incidental mining services to mining companies throughout Appalachia. | |
| ○ | Range Security, through its wholly owned operating business, Range Security Resources, LLC, provides eco-friendly, technology-driven security services to active and former mine sites located in Appalachia. | |
| ○ | Range Water, through its wholly owned operating business, Terra Preta, LLC, is a biochar product development business focused on innovative water treatment and agricultural solutions. | |
| ○ | Range Land, through its wholly owned operating business, CLV Azurite Land, LLC, is a land acquisition company focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, and recreational developments. |
Additional Information
In connection with this name change, Range Impact has a new trading symbol (RNGE) and a new website which can be found at: www.rangeimpact.com.
Michael Cavanaugh, Range Impact’s Chief Executive Officer, stated, “I am excited to announce our public company’s new name and ticker symbol – Range Impact (RNGE) – to increase the market awareness and branding of our Appalachian-focused land reclamation and repurposing company.” Cavanaugh added, “Appalachia’s commitment to mining its non-renewable resources and timbering its forests during the 20th and early 21st centuries to power the building of America into a global market leader was remarkable. Therefore, with the current global transition from non-renewable to renewable energy sources, Range Impact is similarly committed to assisting Appalachia in its transition from a fossil fuel-dependent economy to a diverse, multifaceted economy, including renewable energy production, to power the growth of America through the 21st century and beyond.”
About Range 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.
Notice Regarding 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.
Range Impact, Inc.
Investor Relations
P: +1 (216) 304-6556
W: www.rangeimpact.com