Range Impact, Inc 10-K for FY2025
Range Impact, Inc. (RNGE)
About this 10-K
Range Impact, Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.71M
- Net income
- $19.17M
- compared with a net loss of $9.8M a year earlier
- Diluted EPS
- $0.18
- compared with -$0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________to_________
Commission
File No.
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive office, including zip code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| OTCQB |
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
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by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act). See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller
reporting company | |
| 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. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As
of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market
value of the common stock held by non-affiliates of the registrant was approximately $
As of March 30, 2026, there were shares of the registrant’s common stock, $ par value per share, outstanding.
TABLE OF CONTENTS
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This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations concerning matters that are not historical facts and are generally identified by words such as “believe”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “may”, “will likely” and similar words or phrases. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and our actual results could differ materially and adversely from those expressed in any forward-looking statement. The forward-looking statements contained in this Annual Report are all based on currently available market, operating, financial and competitive information and assumptions and are subject to various risks and uncertainties that are difficult to predict, any of which could cause actual results to differ materially from those expressed in such forward-looking statements. These risks and uncertainties may include, without limitation, risks related to general economic and business conditions; our ability to continue as a going concern; our ability to obtain financing necessary to operate our business; our limited operating history; our ability to recruit and retain qualified personnel; our ability to manage any future growth; our ability to research and successfully develop our planned products; our ability to successfully complete potential acquisitions and collaborative arrangements; and other factors including those set forth below under the caption “Risk Factors” in Part I, Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, and elsewhere in this Annual Report, as well as in the other reports we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they were made, and, except as required by law, we undertake no obligation to revise or update any forward-looking statement for any reason.
Unless the context requires otherwise, “Range”, the “Company”, “RNGE”, “we”, “us” and “our” refer to Range Impact, Inc. and its subsidiaries.
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PART I
Item 1. Business
Our Company History
Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.
Since inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. In December 2023, the Company adopted its current name and reorganized into six operating segments: Range Reclaim, Range Water, Range Security, Range Land, Range Minerals, and Graphium Biosciences. The Company expanded its environmental services operations through the acquisitions of Range Environmental Resources, Inc. (“Range Environmental”) and Range Natural Resources, Inc. in May 2022, and Collins Building & Contracting, Inc. (“Collins Building”) in August 2023. The Company subsequently sold substantially all of the assets of Collins Building in August 2024, followed by a complete divestment in December 2025, and divested Graphium Biosciences, Inc. in September 2024, as described in more detail in Note 3 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Since March 2025, the Company conducts its business under two operating segments: Range Land and Range Services.
Our Business
We are focused on developing long-term solutions to environmental, social, and health challenges by acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by thoughtfully allocating our capital to strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. By actively directing investment capital in a manner intended to create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of life.
We have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States. Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income, education and employment demographics in the United States. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations and use our team and resources to perform the requisite reclamation activities and obtain full bond release, thereby unlocking the underlying value of the land and creating a critical catalyst for sustainable, long-term economic development in the disadvantaged coal communities of Appalachia.
We had previously focused primarily on generating revenue by providing reclamation and incidental mining and security services to third party mining companies, permit holders and private owners with abandoned mine land property. However, beginning in early 2025, our strategy evolved from a service-based business model to a land ownership business model designed to unlock the underlying value of land we own through our own reclamation activities, and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation uses.
Recent significant land and asset acquisitions include:
| ● | Fola Mine Acquisition (March 2025): The Company acquired 120,154 acres of fee, surface, and mineral interests at the Fola Mine Complex in Clay and Nicholas Counties, West Virginia (the “Fola Acquisition”). The acquisition included the purchase of 15 mining permits and the assumption of management and reclamation responsibilities for 21 additional mining permits that remained with the current permittee, WV Reclaim Co. LLC, with an estimated total asset retirement obligation of $36.6 million. The Company also assumed two coal royalty contracts, and a 25-year lease for a large-scale solar project. The Fola Acquisition is described in more detail in Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report. | |
| ● | Ramp Run Mine Transaction (May 2025): The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha Land, LLC (“AppleAtcha”) and WV Reclaim Co, LLC (“Reclaim”), pursuant to which AppleAtcha and Reclaim agreed to pay the Company $750,000 and $25,000, respectively (collectively, the “Advisory Fee”) in connection with the Company’s assistance with the sale to a third-party purchaser of (i) approximately 424.80 acres of surface interests and 3,773.60 acres of mineral interests and (ii) three (3) related mining permits ((i) and (ii) collectively referred to herein as the “Ramp Run Mine”). | |
| ● | Winoc Acquisition (June 2025): The Company acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and assumed an associated coal lease at the Fola Mine (the “Winoc Acquisition”). | |
| ● | Premier-Cambrian Acquisition (December 2025): The Company acquired 15,704 acres of surface land and 42,500 acres of mineral interests associated with the Premier Elkhorn Mine Complex and Cambrian Coal Mine Complex in Pike, Letcher and Floyd Counties, Kentucky (the “Premier-Cambrian Acquisition”). The acquisition included the assumption of management and reclamation responsibilities for 43 mining permits that remained with the current permittee, Reckoning Reclamation LLC, with an estimated total asset retirement obligation of $43.1 million. The Premier-Cambrian Acquisition is described in more detail in Note 5 to the Consolidated Financial Statements included elsewhere in this Annual Report. |
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Our corporate headquarters is located in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky. As of March 30, 2026, we employed 10 full-time employees. In addition, we have, from time to time, engaged various contractors, consultants and professional service firms to provide us with flexible and experienced resources to advance our corporate objectives while maintaining a cost-effective overhead structure. We strive to instill a corporate culture of honesty, integrity and respect while advancing our mission of doing well by doing good.
Our two operating business segments are Range Land and Range Services.
Range Land
Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, residential and recreational developments, with a particular focus on power generation facilities, data centers, innovative agricultural installations, and projects focused on improving the quality and condition of the air, land and waterways.
According to industry estimates, Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that are burdened with significant land reclamation and water restoration obligations. Many of these troubled mine sites are subject to mining permits and associated reclamation bonds which prevent the land from being repurposed for non-mining uses until the land has been reclaimed and the permits and bonds have been released by the applicable state’s environmental protection department. Water quality is a particularly challenging issue since a permit can only be released if the site has at least 12 consecutive months of compliant water samples without active chemical treatment, which heightens the need for water restoration solutions to help transition former mine land to economically viable non-mining uses.
The Company has assembled the internal and external resources and capabilities to reclaim land, restore waterways, install innovative water treatment solutions, and secure mine sites to protect the significant historical investment in infrastructure. In addition, the Company has expertise in the permit and bond release process, which is critical to unlocking the underlying value of former mine land for next generation redevelopment.
Range Services
Range Services is our operating business segment that provides environmental and operational support services to help reclaim and repurpose Company-owned former mine land into next generation uses. All of the Company’s reclamation, water treatment and security employees, equipment and trucks, and technological innovations are classified within the Range Services business segment. Range Services is dedicated to reclaiming and repurposing land owned by the Company and does not currently provide any reclamation, water treatment or security services to third parties.
Reclamation support services on mine sites include grading, recontouring, revegetation, erosion control, and other activities necessary to meet federal and state post-mining land use requirements. Water treatment services include the operation and maintenance of passive and active treatment systems designed to manage and treat mine-impacted water, including acid mine drainage, in compliance with applicable environmental permits. Range Services is also responsible for collecting water samples, coordinating testing with certified laboratories, and treating water with chemicals and other more innovative solutions, such as the Company’s proprietary biochar water filtration products and system currently in development. Range Services also provides physical site security, access control, and risk mitigation activities to ensure the safety, compliance, and regulatory protection of the Company’s land assets.
Competition
The Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, faces competition from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing demands of these types of investments in the marketplace. In many cases, these competitors are larger and better capitalized operating businesses and investment funds.
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The Company competes on the basis of a number of factors, including our geographic focus on Appalachia, access to mission-driven energy-transition capital, access to impact investing opportunities, strategic relationships with reclamation bond insurance companies, recruitment and retention of key personnel, and supply relationships with critical vendors. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract new employees and retain and motivate our existing employees.
Inflation
The Company has not incurred substantial costs increases driven by inflation.
Information Systems
Foundation Software, LLC (“Foundation”) serves as the Company’s third-party accounting software provider. Foundation’s software is specifically designed for service companies, particularly those in the construction, contracting and reclamation industries. Foundation’s software offers the Company several enhanced features critical to the successful execution of its shareholder value creation plan, including (i) general ledger accounting, including accounts payable, accounts receivable, inventory and customer billing, (ii) equipment tracking on job sites, maintenance, utilization and depreciation, (iii) employee tracking on job sites, time and materials, utilization, and billing, (iv) job costing and profitability reporting segmented by customers, job types and location, and (v) numerous real-time management dashboard and key performance indicator reports that allow management to closely monitor financial and operational performance and quickly react to business opportunities and issues. Furthermore, Foundation’s software allows the Company to more readily scale operations and efficiently and cost-effectively support the anticipated growth of each of our business lines, thereby reducing the risk that our accounting and management systems become a limiting factor to our growth initiatives.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2025, the Company incurred a net loss (excluding recognized bargain purchase gains of $21,928,500) of $2,760,822 and generated $123,028 of cash in the Company’s operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying financial statements are being issued. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company estimates, as of December 31, 2025, that it may not have sufficient funds to operate the business for 12 months given our cash balance of $2,110,171 and our near-term cash requirements and expected revenues to be generated by the Company’s operating business segments. These estimates could differ if the Company encounters unanticipated difficulties, or if its estimates of the amount of cash necessary to operate its business prove to be wrong, and the Company uses its available financial resources faster than it currently expects. The Company is actively seeking additional financing and other sources of capital to fund its currently estimated level of operations. No assurance can be given that any future financing or capital, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.
General Information
We maintain a corporate website at: www.rangeimpact.com. Information contained on our website is not incorporated by reference in this Annual Report. We file reports with the Securities and Exchange Commission (“SEC”) and make available free-of-charge through our website our annual reports, quarterly reports, current reports, proxy and information statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. The following risk factors should be considered carefully in addition to the other information contained in this Annual Report. This Annual Report contains forward-looking statements. Our business, financial condition, results of operations and stock price could be materially adversely affected by any of these risks.
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Risks Related to Our Business
We will need to raise substantial additional capital to operate our business. If we cannot obtain the capital we need to continue our operations, our business could fail.
We will need to raise additional funds in order to continue operating our business beyond the near term. Since inception, we have primarily funded our operations through equity and debt financings and, more recently, with operating profits. If we do issue equity or convertible debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it will increase our leverage relative to our earnings, if any, or to our equity capitalization, requiring us to pay additional interest expense. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. We also may raise funds by selling some or all of our assets. Regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.
The Company may not be able to continue as a going concern.
During the year ended December 31, 2025, the Company incurred a net loss of $2,760,822 (excluding $21,928,500 bargain gain from acquisitions) and $123,028 of cash was generated by the Company’s operating activities. The Company estimates that it may not have sufficient funds to operate its business for 12 months given its cash balance as of December 31, 2025 of approximately $2,110,171 against near term cash needs and revenues being generated by the Company’s operating business segments. The ability of the Company to continue as a going concern is dependent on the Company’s ability to fund future operations through additional financing from investors and/or lenders or through the sale of its securities or through development of its operations. No assurance can be given that any future financing or capital, if needed, will be available or, if available, will be on terms that are satisfactory to us. Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.
Our limited operating experience could make our operations inefficient or ineffective.
We have only a limited operating history upon which to base an evaluation of our current business and future prospects and how we will respond to competitive, financial or technological challenges. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our businesses, and limited experience responding to such trends. We may make errors in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer or fail.
If we are unable to hire and retain qualified personnel, we may not be able to implement our business plan.
As of March 30, 2026, we employed 10 full-time employees. Attracting and retaining personnel will be critical to our success. As a small company with an uncertain future, we may not be able to attract and retain the qualified personnel necessary for the development of our business. In addition, we may have difficulty recruiting necessary personnel as a result of our limited operating history. The loss of key personnel or the failure to recruit necessary additional personnel could impede the achievement of our business objectives.
In addition, we expect to rely heavily on independent contractors, advisors and consultants to provide certain services. The services of these independent contractors, advisors and consultants may not be available to us on a timely basis when needed or on acceptable terms, and if they are not available, we may not be able to find qualified replacements. If we are unable to retain the services of qualified personnel, independent organizations, advisors and consultants, we may not be able to implement our business plan.
Our CEO and certain other Company employees devote substantial portions of their time to businesses other than the Company’s business.
Certain of our officers, directors and employees devote substantial portions of their time to businesses of other companies. Our CEO, Michael Cavanaugh, currently serves as Chief Investment Officer of Tower 1 Partnership, LLC, an investment firm focused on private and public investments in a variety of industries, as Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory firm focused on resolving complex private capital fund issues, and as the manager of several non-affiliated investment partnerships, pursuant to which he devotes a significant portion of his time. The commitments of our officers, directors and employees to these other businesses may cause them to devote less time to the Company than would otherwise be the case.
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Conversion of former mining properties to residential, commercial, recreational or other uses involves substantial risk.
Our efforts to redevelop former coal mining sites for residential, commercial, recreational or other uses involve numerous uncertainties, including environmental remediation, land subsidence, water quality issues, regulatory approvals, community opposition, and infrastructure development. Any delays or unforeseen costs in these areas could materially affect our financial results and delay or prevent monetization of these assets. These risks include, but are not limited to:
| ● | Environmental Risks: Contamination or pollution on the sites we set to convert to non-mining uses can require expensive remediation under both federal and state environmental protection laws and regulations; | |
| ● | Reclamation Costs Risks: The costs to reclaim the land to the standard required to obtain bond releases may take longer and cost more than anticipated due to many factors, including, without limitation, the costs and availability of labor, equipment and supplies. | |
| ● | Infrastructure Risks: Insufficient access to water, sewer, power or roads may require significant investments; utility easements or underground infrastructure can limit buildable or usable area; | |
| ● | Financial and Market Risks: Market conditions may shift (e.g., a housing downturn, inflation, rising interest rates) leading to us overestimating demand for the intended use or not being able to convert the land within budget; | |
| ● | Legal and Title Risks: There may be defects in title or unclear ownership which could, in turn, lead to disputes; existing easements, covenants or restrictions may limit development; | |
| ● | Community and Political Risks: There may be changes in local political offices that could adversely affect the proposed redevelopment of the land and community resistance may lead to delays or denials of necessary approvals. | |
| ● | Entitlement and Permitting Risks: There may be delays in obtaining permits for grading, building and environmental compliance which could lead to redesign or project abandonment. |
We may not be able to manage our expansion of operations effectively.
Assuming we are able to attract additional capital, we intend to expand our operations. To manage this growth, we may need to expand our facilities, augment our operational, financial and management systems and hire and train qualified personnel. Our management will also be required to develop new relationships with customers, suppliers and other third parties. Our current and planned operations, personnel, systems, and internal procedures and controls may not be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.
We may have difficulty accomplishing our growth strategy within and outside of our current service areas.
Our ability to expand our business, both within our current service areas and into new areas, involves significant risks, including, but not limited to:
| ● | changes in regulatory landscape reducing the demand for, and incentives relating to, alternative energy developments, such as solar energy projects, our land reclamation, water treatment and related environmental services; | |
| ● | receiving or maintaining necessary regulatory permits, licenses or approvals; | |
| ● | downturns in economic or population growth and development in our service areas, particularly in the coal mining industry and in those agricultural and commercial businesses and real estate developments which benefit from our land reclamation and water treatment services; | |
| ● | risks related to planning and commencing new operations, including inaccurate assessment of the demand for alternative energy developments, such as solar projects, our land reclamation, water treatment and related environmental services and products and inability to begin operations as scheduled; and | |
| ● | our potential inability to identify suitable acquisition opportunities or to form relationships with coal mining operators or other landowners necessary to form strategic partnerships. |
A significant or extended decline in the royalties we receive from those mining companies mining on our land under our mining permits could adversely affect our operating results and cash flows.
Our financial results are significantly affected by the royalties we receive for the coal mined on our property. Extended or substantial price declines for coal would adversely affect our operating results for future periods and our ability to generate cash flows necessary to pay for the required reclamation activities or expand operations on our owned mine sites. Prices of coal may fluctuate due to factors beyond our control such as overall domestic and global economic conditions; geopolitical risks, the consumption pattern of industrial consumers, electricity generators and residential users; technological advances affecting energy consumption; domestic and foreign government regulations; price and availability of alternative fuels; price of foreign imports and weather conditions. Any adverse change in these factors could result in weaker demand and possibly lower prices for the coal mined pursuant to our permits which would reduce our revenues from coal royalties.
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If we become subject to environmentally-related claims, we could incur significant cost and time to comply.
Our land reclamation and water treatment business activities create a risk of significant environmental liabilities and reputational damage. Under applicable environmental laws and regulations, we could be strictly, jointly and severally liable for releases of regulated substances by us at the properties of others, including if such releases result in contamination of air or water or cause harm to individuals. Our business activities also create a risk of contamination or injury to our employees, customers or third parties, from the use, treatment, storage, transfer, handling and/or disposal of these materials.
In the event that our business activities result in environmental liabilities, such as those described above, we could incur significant costs or reputational damage in connection with the investigation and remediation of environmental contamination, and we could be liable for any resulting damages including natural resource damages. Such liabilities could exceed our available cash or any applicable insurance coverage we may have. Additionally, we are subject to, on an ongoing basis, federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations may become significant and could have a material adverse effect on our business, financial condition, results of operations or prospects.
Further, we may incur costs to defend our position even if we are not liable for consequences arising out of environmental damage. Our insurance policies may not be sufficient to cover the costs of defending such claims.
Failure to effectively treat emerging contaminants could result in material liabilities.
A number of emerging contaminants might be found in water that we treat that may cause a number of illnesses. In applications where treated water enters the human body, illness and death may result if contaminants or pathogens are not eliminated during the treatment process. The potential impact of a contamination of water treated using our products, services or solutions is difficult to predict and could lead to an increased risk of exposure to product liability claims, increased scrutiny by federal and state regulatory agencies and negative publicity. Further, an outbreak of disease in any one of the markets we serve could result in a widespread loss of customers across such markets.
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Developments in, and compliance with, current and future environmental and climate change laws and regulations could impact our land reclamation and water treatment business, financial condition or results of operations.
Our business, operations, and product and service offerings are subject to and affected by many federal, state, local and foreign environmental laws and regulations, including those enacted in response to climate change concerns. Compliance with existing laws and regulations currently requires, and compliance with future laws is expected to continue to require, increasing operating and capital expenditures in order to conform to changing environmental standards and regulations, which could impact our business, financial condition and results of operations. Furthermore, environmental laws and regulations may authorize substantial fines and criminal sanctions to address violations, and may require the installation of costly pollution control equipment or operational changes to limit emissions or discharges. We also incur, and expect to continue to incur, costs to comply with current environmental laws and regulations. At the same time, the demand for our land reclamation and water treatment services is also driven by federal and state laws, regulations and programs which create incentives for our services. Developments such as the adoption of new environmental laws and regulations, stricter enforcement of existing laws and regulations, violations by us of such laws and regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our inability to recover costs associated with any such developments, or the financial insolvency of other responsible parties could in the future have a material adverse effect on our financial condition and results of operations.
Our insurance may not provide adequate coverage.
Although we maintain general liability and property and commercial insurance coverage in amounts which we consider prudent, there can be no assurance that such insurance will prove adequate in the event of actual casualty losses or broader calamities such as earthquakes, financial crises, economic depressions or other catastrophic events, which are either uninsurable or not economically insurable. Any such losses could have a material adverse effect on the performance of our services and on our financial condition and results of operations.
Our land reclamation and water treatment obligations are subject to various statutory and regulatory requirements, which may increase in the future.
Our land reclamation and water treatment obligations are subject to various statutory and regulatory requirements. Our ability to continue to hold licenses and permits required for our land reclamation and water treatment obligations are subject to maintaining satisfactory compliance with such requirements. We may incur significant costs to maintain compliance. Our ability to obtain modifications to our permits may be met with resistance, substantial statutory or regulatory requirements or may be too costly to achieve. These requirements may cause us to postpone or cancel our plans. Future statutory and regulatory requirements, including any legislation focused on combating climate change, may require significant cost to comply or may require changes to our products or services.
The environmental regulations to which we are subject may increase our costs and potential liabilities and limit our ability to operate.
Our land reclamation and water treatment obligations are subject to various federal, state, and local environmental requirements, including those relating to emissions to air, discharged wastewater, storage, treatment, transport and disposal of regulated materials and cleanup of coal mining and groundwater contamination. Efforts to conduct our operations in compliance with all applicable laws and regulations, including environmental rules and regulations, require programs to promote compliance, such as training employees and customers, purchasing health and safety equipment and in some cases hiring outside consultants and lawyers. Even with these programs, we face the risk of being subject to government enforcement proceedings, which can result in fines or other sanctions and require expenditures for remedial work on contaminated sites. The landscape of environmental regulation to which we are subject can change. Changes to environmental regulation often present new business opportunities for us; however, such changes may also result in increased operating and compliance costs. While we seek to monitor the landscape of environmental regulation, our ability to navigate is limited by our small size and resources, and any changes to such regulations may result in a material effect on our operations, cash flows or financial condition.
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Regulators also have the power to suspend or revoke permits or licenses needed for operation of our equipment and vehicles based on, among other factors, our compliance record, and customers may decide not to do business with us because of concerns about our compliance record. Suspension or revocation of permits or licenses would impact our land reclamation and water treatment business and could have a material impact on our financial results. Although we have never had any of our operating permits revoked, suspended or non-renewed involuntarily, it is possible that such an event could occur in the future.
Certain environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities might trigger compliance requirements that are not applicable to operating facilities.
We require a variety of permits to operate our business. If we are not successful in obtaining and/or maintaining those permits it will adversely impact our operations.
Our land reclamation and water treatment obligations require permits to operate. Our inability to obtain permits in a timely manner could result in substantial delays to our business. The issuance of permits is dependent on the applicable government agencies and is beyond our control and that of our customers. There can be no assurance that we and/or our customers will receive the permits necessary to operate, which could substantially and adversely affect our operations and financial condition.
Based on the nature of our business, we currently depend and are likely to continue to depend on a limited number of coal royalties for a significant portion of our revenues.
We currently have two coal royalties in West Virginia that account for all of our royalty revenue. The failure to obtain additional coal royalties or the loss of all or a portion of the revenues attributable to any current or future agreements as a result of competition, creditworthiness, inability to negotiate extensions or replacement of contracts or otherwise could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If our royalty parties do not enter into, extend or honor their contracts with us, our profitability could be adversely affected. Our ability to receive payment for production depends on the continued solvency and creditworthiness of our counterparties and prospective counterparties. If any of our counterparties’ creditworthiness suffers, we may bear an increased risk with respect to payment defaults. If a counterparty refuses to make payments for which they have a contractual obligation, our revenues could be adversely affected.
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If we are unable to identify and acquire businesses or assets in furtherance of our impact investing strategy, we may be unable to generate significant revenue.
We intend to acquire additional businesses and assets that will generate revenue related to our impact investing strategy. There can no assurance that we will be able to do so, or to do so on terms that are acceptable to us, or in a manner that will provide us with the revenue we expect.
Our consideration of sustainability and environmental criteria as the pre-eminent part of our business and investment strategy will limit the types and number of business opportunities available to the Company and may result in the Company engaging in industry sectors that underperform the market as a whole, or forgoing opportunities to invest available capital in businesses that might otherwise be advantageous to acquire or develop. If we are not successful in acquiring or developing desirable businesses or assets which fit within our business strategy or if those businesses do not generate sufficient revenue, our business, financial condition and results of operations could be materially adversely affected.
Our impact investing strategy is new, untested and may not be successful.
Our impact investing strategy is qualitative and subjective by nature, and there is no guarantee that the factors we utilize in making capital and other resource allocation decisions or any judgment exercised by our management or board will reflect the opinions of any particular shareholder, and the investment criteria utilized by the Company may differ from the investment criteria that any particular shareholder considers relevant in evaluating a company’s sustainability or impact investing practices. In making allocation and investment decisions, Company management will be dependent upon information and data obtained through voluntary or third-party reporting, if available, that may be incomplete, inaccurate or present conflicting information and data with respect to a particular opportunity, which in each case could cause the Company to incorrectly assess a potential target’s business practices. In implementing its impact investing strategy, management will seek to exclude businesses deemed to be fundamentally misaligned with the Company’s sustainability principles. In addition, as a result of the Company’s engagement activities, the Company may make an investment in activities or companies that do not currently engage in sustainability or impact investing practices that meet criteria established by the Company in an effort to improve such target’s impact investing practices. Successful application of the Company’s impact investing strategy and management’s engagement efforts will depend on management’s skill in properly identifying and analyzing material sustainability issues, and there can be no assurance that the strategy or techniques employed will be successful.
We have limited experience operating an impact investing strategy and may be subject to increased business and economic risks that could affect our financial results.
We have limited experience operating a business with an impact investing strategy. If we are unable to manage our impact investing operations successfully, our financial results could be adversely affected.
We may be unable to obtain the financing we need to pursue our impact investing strategy and any future financing we receive may be less favorable to us than our current financing arrangements, either of which may adversely affect our ability to expand our operations.
Sustainability-focused businesses we may seek to acquire or develop will require substantial capital investment. Our access to capital on acceptable or favorable terms to us is necessary for the success of our impact investing strategy, particularly in enhancing our portfolio through M&A activities. Our attempts to obtain the necessary future financing may not be successful or result in financing available on favorable terms. Our ability to arrange for financing on a substantially non-recourse or limited recourse basis, and the costs of such financing, are dependent on numerous factors, including general economic conditions, conditions in the global capital and credit markets, investor confidence, the success of our business, the credit quality of the businesses being financed, and the continued existence of tax laws which are conducive to raising capital for these types of activities. If we are not able to obtain financing on a substantially non-recourse or limited recourse basis, we may have to finance our M&A activities using recourse capital such as direct equity investments or the incurrence of additional debt by us. Also, in the absence of favorable financing options, we may decide not to develop or acquire facilities or businesses from third parties. Any of these alternatives could have a material adverse effect on our growth prospects.
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We may also need additional financing to implement our impact investing strategic plan. For example, our cash flow from operations and existing liquidity facilities may not be adequate to finance any acquisitions we may seek to pursue or new technologies we may seek to develop or acquire. Financing for acquisitions or technology development activities may not be available on terms we find acceptable.
Unfavorable legislative changes could affect our financial results.
The environmental assets we are considering purchasing are often subject to environmental regulations, and we expect such regulatory conditions to influence the assumptions we will make regarding the future revenues and expenses associated with such proposed acquisitions. If those regulatory conditions change, our revenues may decrease and our expenses may increase, adversely affecting our financial results.
The reduction or elimination of government incentives could adversely affect our business, financial condition, future results and cash flows.
Our impact investing strategy benefits from those public policies and government incentives that support renewable energy and enhance the economic feasibility of sustainability-based projects in regions where we operate. Such policies and incentives include tax credits, accelerated depreciation tax benefits, renewable portfolio standards, carbon trading mechanisms, rebates, and may include similar or other incentives to end users, distributors, or other participants in the energy or mining industry. Some of these measures have been implemented at the federal level, while others have been implemented by various states within the United States. The availability and continuation of these public policies and government incentives are likely to have a significant effect on the economics and viability of our environmental businesses. Changes to such public policies or any reduction in or elimination or expiration of such government incentives supporting or deregulating the exploration, production and use of fossil fuels may create regulatory uncertainty in the renewable energy industry, which could have a material adverse effect on our business, financial condition, future results, and cash flows.
We may decide not to implement, or may not be successful in implementing, one or more elements of our multi-year strategic plan, and the plan as implemented may not achieve its goal of enhancing shareholder value through the long-term growth of our Company.
We are implementing a multi-year strategic plan to develop an impact investing business engaged in building numerous complimentary land redevelopment projects in the United States which will permit us to explore synergistic growth opportunities utilizing our core competencies.
There are uncertainties and risks associated with our strategic plan, including with respect to implementation and outcome. We may decide to change, or to not implement, one or more elements of the plan over time or we may not be successful in implementing one or more elements of the plan, in each case for a number of reasons. For example, we may face significant challenges and risks expanding into an impact investing business including:
| ● | our ability to compete with the large number of other companies pursuing similar business opportunities, many of which already have established businesses in the geographic regions we are targeting and/or have greater financial, strategic, technological or other resources than we have; | |
| ● | our ability to obtain financing on terms we consider acceptable, or at all, which we may need, for example, to develop new projects, to obtain desired technology, personnel, or intellectual property, to acquire one or more existing businesses as a platform for our expansion, or to fund internal research and development; | |
| ● | our ability to provide services that keep pace with rapidly changing technology, equipment costs, increasing raw materials and transportation costs, market conditions and other factors that currently are unknown to us that will impact these markets; | |
| ● | our ability to manage the risks and uncertainties associated with our operating the facilities and obligations; | |
| ● | our ability to devote the management and other resources required to successfully implement this plan; and | |
| ● | our ability to recruit appropriate employees and address labor market challenges in those geographic regions in which we intend to operate. |
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Apart from the risks associated with implementing the plan, the plan itself will expose us to other risks and uncertainties once implemented. Expanding our coal royalties base may expose us to operators with different credit profiles than our current operators. Expanding our geographic base will subject us to risks associated with doing business in new regions where we will have to learn the local business and political environment. In addition, expanding into new technologies will expose us to new risks and uncertainties that are unknown to us now in addition to the risks and uncertainties that may be similar to those we now face. The success of the plan, once implemented, will depend, among other things, on our ability to manage these risks effectively. There is no assurance that the plan will enhance shareholder value through long-term growth of the Company to the extent currently anticipated by our management or at all.
We may engage in transactions with businesses or entities affiliated with our executive officers, directors or major shareholders which may raise potential conflicts of interest.
In carrying our impact investing strategy, we may decide to enter into a transaction or acquire a business affiliated with our executive officers, directors or one or more of our major shareholders. We would pursue a transaction with an affiliated entity if we determined that such affiliated entity met our criteria and guidelines for a business combination or other transaction, and such transaction was approved by a majority of our independent and disinterested directors. We may not obtain an opinion from an independent investment banking firm or another independent entity regarding the fairness to the Company from a financial point of view of such a business combination or transaction. In the event of a transaction with an affiliated entity, potential conflicts of interest may exist and, as a result, the terms of the transaction may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
We may not be able to successfully conclude the transactions or integrate the companies which we may acquire in the future, which could materially and adversely affect our business, financial condition, future results and cash flow.
We intend to carry out our impact investing strategy primarily through acquisitions. Integrating acquisitions is often costly, and we may be unable to successfully integrate our acquired businesses with our existing operations without substantial costs, delays or other adverse operational or financial consequences. Integrating our acquired companies involves a number of risks that could materially and adversely affect our business, including:
| ● | failure of the acquired sites to achieve the results we expect; | |
| ● | inability to retain key personnel; | |
| ● | risks associated with unanticipated events or liabilities; and | |
| ● | the difficulty of establishing and maintaining uniform standards, controls, procedures and policies, including accounting controls and procedures. |
If any of our acquired sites suffer unanticipated performance obligations, this could adversely affect our reputation and could materially and adversely affect our business, financial condition, future results and cash flow.
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Concentration of operators, specific projects and regions may expose us to heightened financial exposure.
The success of our impact investing strategy may be heavily dependent on one or a limited number of operators. The financial performance of those businesses depends on the ability of each operator to perform its respective obligations, possibly under a long-term agreement between the parties. Our financial results could be materially and adversely affected if any of our operators fail to fulfill its contractual obligations and we are unable to find other operators in the marketplace to perform at the same level. We cannot be assured that such performance failures by our operators will not occur, or that if they do occur, such failures will not adversely affect the cash flows or profitability of our businesses. Moreover, there can be no assurance that we will be able to enter into replacement agreements on favorable terms or at all.
Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into business combinations that do not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective target businesses that fall within our impact investing strategy, it is possible that we may acquire or enter into transactions with a target business which will not meet all of these criteria. If shareholder approval of the transaction is required by applicable law or other requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of those business combinations if the target business does not meet our general criteria and guidelines.
We may make future acquisitions or form partnerships and joint ventures that may involve numerous risks that could impact our financial condition, results of operations and cash flows.
Our impact investing strategy may include expanding our scope of services organically or through selective acquisitions, investments or creating partnerships and joint ventures. We may selectively acquire other businesses, product or service lines, assets or technologies that are complementary to our business. We may be unable to find or consummate future acquisitions at acceptable prices and terms, or we may be unable to integrate existing or future acquisitions effectively and efficiently and may need to divest those acquisitions. We expect to continually evaluate potential acquisition opportunities in the ordinary course of business. Acquisitions involve numerous risks, including among others:
| ● | our evaluation of the synergies and/or long-term benefits of an acquired business; | |
| ● | integration difficulties, including challenges and costs associated with implementing systems, processes and controls to comply with the requirements of a publicly-traded company; | |
| ● | diverting management’s attention; | |
| ● | litigation arising from acquisition activity; | |
| ● | potential increased debt leverage; | |
| ● | potential issuance of dilutive equity securities; | |
| ● | entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions; | |
| ● | unanticipated costs and exposure to undisclosed or unforeseen liabilities or operating challenges; | |
| ● | potential goodwill or other intangible asset impairments; | |
| ● | potential loss of key employees and operators of the acquired businesses, product or service lines, assets or technologies; | |
| ● | our ability to properly establish and maintain effective internal controls over an acquired company; and | |
| ● | increasing demands on our operational and IT systems. |
The success of acquisitions of businesses, new technologies and products, or arrangements with third parties is not always predictable and we may not be successful in realizing our objectives as anticipated. Furthermore, any future credit facility entered into in connection with such acquisitions may contain certain financial and operational covenants that limit, or that may have the effect of limiting, among other things, the payment of dividends, acquisitions, capital expenditures, the sale of assets and the incurrence of additional indebtedness.
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We could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at our facilities or properties.
Our impact investing business operations will be subject to numerous federal, regional, state and local statutory and regulatory standards relating to the generation, handling, transportation, use, storage, treatment and disposal of hazardous substances. If any hazardous substances are found to have been released into the environment at or by one of our facilities or on one of our properties in concentrations that exceed regulatory limits, we could become liable for the investigation and removal of those substances, regardless of their source and time of release. If we fail to comply with these laws, ordinances or regulations (or any change thereto), we could be subject to, among other things, civil or criminal liability, the imposition of liens or fines, the cessation of operations, or substantial expenditures necessary to bring our operations into compliance. Furthermore, under certain federal and states laws, we can be held liable for the cleanup of releases of hazardous substances at any of our current or former facilities or at any other locations where we arranged for disposal of those substances, even if we did not cause the release at that location or if the release complied with applicable law at the time it occurred. Liability under these laws can be joint and several. The cost of any remediation activities in connection with a spill or other release of such substances could be significant and could expose us to significant liability.
Our operations could be adversely impacted by climate change.
Our environmental services operations may be susceptible to losses and interruptions caused by extreme weather conditions such as droughts, hurricanes, floods, wildfires, and water or other natural resource shortages, occurrences of which may increase in frequency and severity as a result of climate change. Climate change may also produce general changes in weather or other environmental conditions, including temperature or precipitation levels. To the extent weather conditions continue to be impacted by climate change, our environmental services operations and facilities may be adversely impacted in a manner that we could not predict which may in turn adversely impact our results of operations. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods, and other climatic events, could disrupt our operations and cause us to incur significant costs to prepare for or respond to these effects.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to carry out our impact investing strategy.
If we are deemed to be an investment company under the Investment Company Act, our activities may be subject to, among other things, restrictions on the nature of our investments and the issuance of securities, each of which may make it difficult for us to carry out our planned impact investing strategy. In addition, we may be subject to additional requirements including: (i) registration as an investment company with the SEC; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to carry out our impact investing strategy.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will include identifying and completing business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor. We do not believe that our principal activities will subject us to registration under the Investment Company Act.
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Risks Related to our Common Stock
Our common stock is illiquid and the price of our common stock may be negatively impacted by any negative operational results and factors unrelated to our operations.
Our common stock is quoted on the OTCQB and trading on the OTCQB is frequently highly volatile, with low trading volume. We have experienced significant fluctuations in the price and trading volume of our common stock, which may be caused by factors relating to our business and operational results and/or factors unrelated to the Company, including general market conditions. An active market for our common stock may never develop, in which case it could be difficult for stockholders to sell their common stock. The market price of our common stock could continue to fluctuate substantially.
Trading of our stock is restricted by the SEC’s “penny stock” regulations and certain FINRA rules, which may limit a stockholder’s ability to buy and sell our common stock.
Our securities are covered by certain “penny stock” rules, which impose additional sales practice requirements on broker-dealers who sell low-priced securities to persons other than established customers and accredited investors. For transactions covered by these rules, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale, among other things. These rules may affect the ability of broker-dealers and holders to sell our common stock and may negatively impact the level of trading activity for our common stock. To the extent our common stock remains subject to the penny stock regulations, such regulations may discourage investor interest in and adversely affect the market liquidity of our common stock.
The Financial Industry Regulatory Authority (FINRA) has adopted rules that require a broker-dealer, when recommending an investment to a customer, to have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit an investor’s ability to buy and sell our common stock and could have an adverse effect on the market for our shares.
If we issue and sell additional shares of our common stock in the future, our existing stockholders will be diluted and our stock price could fall.
Our articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock, of which, as of March 30, 2026, 113,316,078 shares were outstanding and 16,343,376 shares were reserved for issuance under our stock incentive plan and other outstanding options or warrants. As a result, we have a large number of shares of common stock that are authorized for issuance that are not outstanding or otherwise reserved and could be issued at the discretion of our Board of Directors. We expect to seek additional financing in the future in order to fund our operations, and if we issue additional shares of common stock or securities convertible into common stock, our existing stockholders will be diluted. Our Board of Directors may also choose to issue shares of our common stock or securities convertible into or exercisable for our common stock to acquire assets or companies, for compensation to employees, officers, directors, consultants and advisors, to fund capital expenditures and to enter into strategic partnerships. Additionally, shares of common stock could be issued for anti-takeover purposes or to delay or prevent changes in control or management of the Company. Our Board of Directors may determine to issue shares of our common stock on terms that our stockholders do not believe enhance stockholder value, or that may ultimately have an adverse effect on our business or the trading price of our common stock. Further, the issuance of any such shares may cause further dilution to the ownership interest of our current stockholders, reduce the book value per share of our common stock and may contribute to a reduction in the market price for our common stock.
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Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Certain of our executive officers, directors and stockholders own a significant percentage of our outstanding capital stock. As of March 30, 2026, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially owned approximately 48.5% of our outstanding shares of common stock. Accordingly, our directors, executive officers and certain stockholders have significant influence over our affairs due to their substantial stock ownership coupled with their positions on our management team. For example, these stockholders may be able to control or influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.
We are subject to the reporting requirements of federal securities laws, compliance with which involves significant time, expense and expertise.
We are a public reporting company and are subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including the obligations imposed by the Sarbanes-Oxley Act of 2002. The ongoing costs associated with preparing and filing annual, quarterly and current reports, proxy statements and other information with the SEC in the ordinary course, as well as preparing and filing audited financial statements, are significant and may cause unexpected increases in operational expenses. Our present management team is relatively small and may be unable to manage the ongoing costs and compliance effectively. It may be time-consuming, difficult and costly for us to hire additional financial reporting, accounting and other finance staff in order to build and retain a management team with adequate expertise and experience in operating a public company.
We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.
The continued operation and expansion of our business will require substantial funding. We have paid no cash dividends on any of our capital stock to date and we currently intend to retain our available cash to fund the development and growth of our business. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock, which may never occur.
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Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
There
have been
Item 2. Properties
Our corporate headquarters is a leased office located at 200 Park Avenue, Suite 400, Cleveland, Ohio. Range Land owns an office building in Fola, West Virginia and Myra, Kentucky. We believe our current facilities are adequate to support our corporate strategy over the next 12 months.
Item 3. Legal Proceedings
From time to time, we may become involved in litigation that arises in the ordinary course of our business. Neither we nor any of our property is currently subject to any proceedings the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on our financial position or results of operations.
Item 4. Mine Safety Disclosures
The information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-K pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock has been quoted through various over-the-counter quotation systems at various times since 2009. Our common stock currently trades on the OTCQB Markets under the symbol “RNGE.”
The following table sets forth the range of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated as reported by OTCQB Markets Group. Common stock price reflects inter-dealer quotations, does not include retail markups, markdowns or commissions and does not necessarily represent actual transactions.
| High | Low | |||||||
| Fiscal Year Ended December 31, 2024 | ||||||||
| First Quarter ended March 31, 2024 | $ | 0.41 | $ | 0.37 | ||||
| Second Quarter ended June 30, 2024 | 0.37 | 0.36 | ||||||
| Third Quarter ended September 30, 2024 | 0.32 | 0.26 | ||||||
| Fourth Quarter ended December 31, 2024 | 0.21 | 0.18 | ||||||
| Fiscal Year Ended December 31, 2025 | ||||||||
| First Quarter ended March 31, 2025 | $ | 0.20 | $ | 0.15 | ||||
| Second Quarter ended June 30, 2025 | 0.23 | 0.13 | ||||||
| Third Quarter ended September 30, 2025 | 0.21 | 0.14 | ||||||
| Fourth Quarter ended December 31, 2025 | 0.21 | 0.13 | ||||||
Transfer Agent
The transfer agent and registrar for our common stock is Securities Transfer Corporation, 2901 North Dallas Parkway, Suite 380, Plano, Texas 75093.
Holders of Common Stock
As of March 30, 2026, there were 73 holders of record of our common stock.
Dividends
We have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Equity Compensation Plan Information
During the year ended December 31, 2025, we issued options to purchase 1,700,000 shares of the Company’s common stock under the Range Impact, Inc. 2021 Stock Incentive Plan. Except as listed in the table below, as of December 31, 2025, we do not have any equity-based plans, including individual compensation arrangements, which have not been approved by our stockholders.
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The following table provides information as of December 31, 2025 with respect to our equity compensation plans:
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | 13,193,376 | $ | 0.40 | 2,200,000 | ||||||||
| Total | 13,193,376 | $ | 0.40 | 2,200,000 | ||||||||
Item 6. Selected Financial Data
[Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Annual Report are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the “safe harbor” created by these sections. Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may also contain forward-looking statements. Because such statements include risks and uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements can be found under the caption “Risk Factors” in Part I, Item 1A, and elsewhere in this Annual Report. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
The following discussion should be read in conjunction with the financial statements and the accompanying notes for the periods ended December 31, 2025 and December 31, 2024 appearing elsewhere in this Annual Report. Our actual results could differ materially from those expressed or implied in any forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” in Part I, Item 1A.
Items Affecting Comparability of Financial Results
In the year ended December 31, 2024, the Company sold substantially all of the assets of Collins Building to its previous owner in exchange for the cancellation of all remaining debt owed to him. In the year ended December 31, 2025, the Company sold the remaining assets of Collins Building as described in more detail in Note 2 to the Consolidated Financial Statements included elsewhere in this Annual Report. All activity for Collins Building for the years ended December 31, 2024 and 2025 are shown in discontinued operations. Additionally in the year ended December 31, 2025, the Company shifted its strategy away from providing reclamation services for third parties. All results of work performed in support of third parties for the years ended December 31, 2024 and 2025 are included in discontinued operations for the years then ended.
In the year ended December 31, 2024, the Company sold all of its common stock in its wholly-owned subsidiary, Graphium Biosciences, Inc. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.
Plan of Operations
We are a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by leveraging our competitive advantages and looking at solving old problems in new ways. We seek to thoughtfully allocate our capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders.
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Critical Accounting Policies
Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions which affect amounts reported in our consolidated financial statements. On an ongoing basis, we evaluate the accounting policies and estimates that are used to prepare financial statements. Management has made their best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We do not believe that there is great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.
Asset Retirement Cost and Obligations
Reclamation. Our asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. We determine the future cash flows necessary to satisfy our reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. We are also faced with increasingly stringent environmental regulations, much of which are beyond our control, which could increase our costs and materially increase our asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. Our asset retirement obligations are initially recorded at fair value. In order to determine fair value, we use assumptions including a discount rate and third-party margin. Each is discussed further below:
Discount Rate. Our asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on the valuation of our asset retirement obligations.
Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within our Consolidated Statements of Operations at the time that reclamation work is completed.
On at least an annual basis, we review our reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. At December 31, 2025, we recorded asset retirement obligation liabilities of $79,344,297, including amounts reported as current. While the precise amount of these future costs cannot be determined with certainty, as of December 31, 2025, we estimate that the aggregate undiscounted cost of final mine closures is approximately $129,445,432. Refer to Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the year ended December 31, 2025.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
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Bargain purchases occur if the acquisition date amounts of the identifiable net assets acquired, excluding goodwill, exceed the sum of (1) the value of consideration transferred, (2) the value of any noncontrolling interest in the acquiree, and (3) the fair value of any previously held equity interest in the acquiree. ASC 805 requires the recognition of a gain for a bargain purchase. The FASB believes that a bargain purchase represents an economic gain, which should be immediately recognized by the acquirer in earnings. When a bargain purchase gain is recognized in a business combination, no goodwill is recognized.
Goodwill
As referenced by ASC 350 “Intangibles-Goodwill and Other”, management performs its annual test for goodwill at least annually or more frequently if impairment indicators arise. At December 31, 2024, it was determined that the goodwill was fully impaired and resulted in a charge against earnings in the full amount of $751,421. This amount is included in the cost of our discontinued operations as presented for the year ended December 31, 2024.
Stock-Based Compensation
The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expenses for non-employees is in the same period and manner as if the Company had paid cash for the services.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the revenue standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as the performance obligation is satisfied.
The Company recognized revenue from contracts for financial reporting purposes over time for operations included in discontinued operations. Progress toward completion of the Company’s contracts was measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method was used because management considered total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it was at least reasonably possible that the estimates used could have changed significantly.
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Income Taxes
In accordance with ASC 740, “Income Taxes”, we account for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities and are measured using the currently enacted tax rates. Specifically, we measure gross deferred tax assets for deductible temporary differences and carryforwards, such as operating losses and tax credits, using the applicable enacted tax rates and apply the more likely than not measurement criterion. Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rate.
Recent Accounting Pronouncements
Please refer to Footnote 1 of the accompanying consolidated financial statements for management’s discussion of recent accounting pronouncements.
Results of Operations
Years Ended December 31, 2025 and December 31, 2024
The following table sets forth our results of operations for the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Revenues | $ | 3,710,714 | $ | - | ||||
| Costs and expenses: | ||||||||
| Cost of services | 183,191 | 385,265 | ||||||
| Depreciation of property and equipment | 78,383 | 89,947 | ||||||
| Amortization of long-term intangible assets | 1,098,737 | - | ||||||
| Accretion of asset retirement obligations | 1,912,968 | - | ||||||
| General and administrative expenses | 2,177,299 | 1,677,326 | ||||||
| Total costs and expenses | 5,450,578 | 2,152,538 | ||||||
| Loss from continuing operations | (1,739,864 | ) | (2,152,538 | ) | ||||
| Other income (expense): | ||||||||
| Gain on bargain purchase | 21,928,500 | - | ||||||
| Other income | 83,627 | 39,227 | ||||||
| Fixed asset impairment | (831,027 | ) | (738,913 | ) | ||||
| Gain on disposal of asset retirement obligations | 2,444 | - | ||||||
| Gain on sale of fixed assets | 1,085 | - | ||||||
| Interest expense | (252,279 | ) | (255,972 | ) | ||||
| Interest income | 353 | 7,405 | ||||||
| Total other income (expense) | 20,932,703 | (948,253 | ) | |||||
| Income (loss) from continuing operations before income tax | 19,192,839 | (3,100,791 | ) | |||||
| Income tax expense attributable to continuing operations | - | (77,368 | ) | |||||
| Income (loss) from continuing operations | 19,192,839 | (3,178,159 | ) | |||||
| Loss from discontinued operations | (25,161 | ) | (6,619,924 | ) | ||||
| Net income (loss) | $ | 19,167,678 | $ | (9,798,083 | ) | |||
The Company’s revenue during the year ended December 31, 2024 was $9,011,081 derived from reclamation services provided to third parties. However, during 2025, the Company’s business strategy evolved from a service-based business model to a land ownership business model. As a result of this change, our revenue source from reclamation services is now included in discontinued operations, including all revenues for the year ended December 31, 2024. For the year ended December 31, 2025, the Company generated $3,710,714 from consulting and royalty revenues. Ongoing costs of services in both years ended December 31, 2024 and December 31, 2025 relate primarily to wages. Further, due to the shift in strategy, operating expenses from the year ended December 31, 2024 which will be continuing were $2,152,538 compared to $5,450,578 for the year ended December 31, 2025. This increase is primarily due to the amortization of long-term intangible assets and accretion of asset retirement obligations which were established during the year ended December 31, 2025.
During the year ended December 31, 2025, continuing general and administrative expenses were $2,177,299 compared to $1,677,326 incurred during the year ended December 31, 2024 (an increase of $499,973). General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, consulting costs and travel expenses. The largest increases related to (i) insurance bond premiums of $383,158 and property taxes of $140,549 in our Range Land segment related to the Fola Acquisition in March 2025; and (ii) increased stock option compensation expense of $246,020 during the year ended December 31, 2025 compared to the year ended December 31, 2024, offset by a $274,162 decrease in insurance and employee costs.
During the year ended December 31, 2024, we incurred research and development expenses of $465,936. All of these expenses were incurred in connection with the Company’s discontinued Drug Development business and are presented as discontinued operations. There were no research and development expenses in the year ended December 31, 2025.
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During the year ended December 31, 2025, the Company recorded bargain purchase gains related to the Fola Acquisition and the Premier-Cambrian Acquisition totaling $21,928,500. There were no bargain purchase gains in the year ended December 31, 2024. See Notes 4 and 5 to the Consolidated Financial Statements included elsewhere in this Annual Report for more details related to these transactions.
In the year ended December 31, 2024, the Company designated certain non-core equipment subject to financing agreements as held for sale and recognized an impairment loss of $738,913 on this group of assets based on the overall depressed condition of the resale market for large scale construction and mining equipment at that time. During the year ended December 31, 2025, the Company surrendered this non-core equipment to its equipment lenders and incurred deficiency claims of $831,027 based on the net sale proceeds received by the equipment lenders from its sale of the surrendered equipment.
During the year ended December 31, 2025, the Company recorded other income of $83,627 compared to $39,227 for the year ended December 31, 2024 (an increase of $44,400). Interest expense decreased $3,693 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower debt balances. Interest income also decreased by $7,052 for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower interest rates and lower cash balances.
During the year ended December 31, 2024, the Company recorded other expenses, consisting of (i) a loss on sale of assets of $3,677,500 in connection with the disposition of the Collins Building assets and (ii) goodwill impairment of $751,421. These expenses are presented as discontinued operations for the year ended December 31, 2024.
The Company’s net income during the year ended December 31, 2025 was $19,167,678 compared to net loss of $(9,798,083) for the year ended December 31, 2024 (an increase of $28,965,761) due to the addition of $21,928,500 of bargain purchase gains recognized in connection with the Fola Acquisition and the Premier-Cambrian Acquisition during the year ended December 31, 2025, and the elimination of $6,619,924 of losses from discontinued operations related to the performance of reclamation services for third parties during the year ended December 31, 2024.
Liquidity and Capital Resources
As of December 31, 2025, we had an accumulated deficit of $37,712,204.
As of December 31, 2025, we had total current assets of $2,758,305, primarily comprised of cash of $2,110,171, accounts receivable of $617,929, and short-term deposits and prepaid accounts of $30,205. As of December 31, 2025, we had total current liabilities of $3,702,816, primarily consisting of the current portion of long-term debt in the amount of $400,000, accounts payable of $1,136,907, and accrued expenses of $2,165,909. As a result, on December 31, 2025, the Company had negative working capital of $944,511. On December 31, 2024, the Company had positive working capital of $749,437.
As of December 31, 2025, the Company had long-term assets of $120,478,387, comprised of net equipment assets of $115,375, land of $42,548,402 and long-term intangible assets of $77,814,610. As of December 31, 2025, the Company had long-term liabilities of $81,744,297, comprised of long-term debt, net of current portion of $1,400,000, long term deposits held of $1,000,000, and asset retirement obligations of $79,344,297.
Sources of Capital
Based on the Company’s current corporate strategy, its net operating losses for the 12 months following December 31, 2025 are expected to be approximately $1,800,000, which is comprised of general operating expenses partially offset by revenue generated by the Range Land business segment. Based on the Company’s cash balance of $2,110,171, and its estimated net operating losses of approximately $1,800,000 for the 12-month period ending December 31, 2026, the Company estimates that it may not have sufficient funds to operate its business over the next 12 months. The Company is actively managing its working capital to generate additional cash flow and is actively seeking additional financing to fund its currently estimated level of operations.
Our estimated total expenditures for the 12-month period ending December 31, 2026 could increase if we encounter unanticipated lower revenues and higher expenses in connection with operating our business as presently planned. In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently expect. If we cannot generate operating revenues or raise the capital necessary to continue expanding our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.
Since inception, we have primarily funded our operations through equity and debt financings. Until such time as our operating businesses are consistently cash flow positive, we expect to continue funding our operations, at least in part, through equity and debt financings. However, sources of additional funds may not be available when needed, on acceptable terms, or at all. If we issue equity or convertible debt securities to raise additional funds or to fund, in whole or in part, acquisitions in furtherance of our business strategy, our existing stockholders may experience substantial dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to incur additional interest expenses. Obtaining commercial loans, assuming those loans are available, would increase our liabilities and future cash commitments. Moreover, regardless of the manner in which we seek to raise capital, we may incur substantial costs in those pursuits, including investment banking fees, legal fees, accounting fees, and other related costs.
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Net Cash Provided By (Used in) Operating Activities
For the year ended December 31, 2025, net cash generated by operating activities was $123,028 compared to net cash used by operating activities of $1,591,426 for the year ended December 31, 2024 (an increase of $1,714,454). This increase was primarily attributable to (i) our net profit of $19,167,678 for the year ended December 31, 2025 compared to a net loss of $9,798,083 for the year ended December 31, 2024, (ii) accretion of asset retirement obligations of $1,912,968, (iii) amortization of long-term intangible assets of $1,098,737, (iv) depreciation of property and equipment from continued and discontinued operations of $170,291, (v) stock compensation expense of $311,480, (vi) an increase in the cash adjustment for asset disposals of $878,269, (vii) an increase in accounts payable related to continuing and discontinued operations of $358,903, and (viii) a decrease in prepaid expense of $13,913, offset by the gain on bargain purchase of $21,928,500, a decrease in accounts receivable (including unbilled and contract receivables) of $213,021, a decrease in accrued expenses from continuing and discontinued operations of $149,192, a decrease in deposits of $15,395, a gain on asset retirement obligation disposal of $2,444 and cash paid for asset retirement obligations of $1,479,574.
Net cash used in operating activities during the year ended December 31, 2024, consisted primarily of a (i) net loss of $9,798,083, (ii) a decrease in accounts receivable (including unbilled and contract receivables) of $4,069,297, (iii) an increase in the cash adjustment for asset disposals of $3,677,400, (iv) an increase in the cash adjustment for goodwill impairment of $751,421, (v) an increase in the cash adjustment for equipment impairment of $738,913, and (vi) depreciation of property and equipment of $1,868,997 offset by a decrease in accounts payable of $3,157,453.
Net Cash Provided By Investing Activities
For the year ended December 31, 2025, net cash provided by investing activities was $1,392,000, which consisted of $1,000,000 received as a deposit on two option agreements related to the Premier-Cambrian Acquisition, $492,000 proceeds from equipment sales, and $100,000 used for asset purchases. For the year ended December 31, 2024, net cash provided by investing activities was $430,100, which consisted of $270,000 received from sale of equipment, $160,000 in insurance policy proceeds from a casualty loss, and $100 received from the sale of the Graphium subsidiary.
Net Cash Provided By (Used In) Financing Activities
For the year ended December 31, 2025, net cash provided by financing activities was $427,857, which consisted of $1,150,000 received from the issuance of common stock offset by $522,143 of long-term equipment debt payments and $200,000 of net payments on a bank credit line. For the year ended December 31, 2024, net cash used in financing activities was $848,188 and consisted of $1,848,188 of long-term equipment debt and bank credit line pay-downs offset by $1,000,000 received from the issuance of common stock.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to stockholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
The financial statements required by this item are set forth at the end of this Annual Report beginning on page F-1 and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025 and have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2025 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (COSO). Based on the assessment, management concluded that, as of December 31, 2025, the Company’s internal controls over financial reporting were effective.
Changes in Internal Control over Financial Reporting
There are no changes in our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is certain information regarding our current directors and executive officers:
| Name | Position | Age | Director/Executive Officer Since | |||
| Edward Feighan (2)(3) | Chairman of the Board of Directors | 78 | November 2018 | |||
| Richard Celeste (1)(2)(3) | Director | 88 | January 2019 | |||
| Michael Cavanaugh | Director and Chief Executive Officer | 51 | November 2018 / May 2019 | |||
| Patricia Missal | Chief Financial Officer | 56 | April 2024 |
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Nomination and Corporate Governance Committee
Business Experience
The following is a brief account of the education and business experience of our current directors and executive officers:
Edward Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the mortgage securitization industry. Mr. Feighan is a member of the board of directors of Continental Heritage Insurance Company, a specialty insurance company that provides surety bonds and other insurance solutions, and of its parent corporation, Continental Heritage Holding Company. From April 2025 to February 2026, Mr. Feighan served as a member of the board of directors of Titan Environmental Solutions, Inc. (OTC: TESI), a publicly-held provider of non-hazardous solid waste and recycling collection, transportation and disposal services. Mr. Feighan previously served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ: PROS) from its IPO in 2004 until its sale in 2008. In 1996, Mr. Feighan was the founding CEO of Century Business Services (NYSE: CBZ). Mr. Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993. After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr. Feighan served a four-year term as a Cuyahoga County Commissioner in the State of Ohio. Subsequently, Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan earned his law degree from Cleveland State University in 1978. The Board believes Mr. Feighan’s extensive operational and executive experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and public service experience, provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations.
Richard Celeste, Director, is a consultant and Founding Chair and Member of the Board of the US Olympic Museum (Colorado Springs, CO). In addition, Mr. Celeste serves on the Boards of Global Communities (Silver Springs, MD), Organic India USA (Boulder, CO), and Fabindia Ltd. (India). Mr. Celeste served as the Director of the United States Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1997 to 2001. Mr. Celeste also served as the President of Colorado College from 2002-2011. The Board believes Mr. Celeste’s fundraising and regulatory insight and public service experience provides the Company with a critical voice and perspective as the Company continues to develop its business and grow its operations.
Michael Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, a single-member family office of the Company’s largest shareholder focused on private and public investments in a variety of industries, Managing Partner and Co-Founder of Atlas Resolution Partners LLC, an advisory firm focused on resolving complex private capital fund issues, and manager of several affiliated investment partnerships. In 2018, Mr. Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with interests in private equity, real estate and wealth management. From 2016 to 2018, Mr. Cavanaugh was a Managing Director of Conway MacKenzie, a national turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim management and restructuring services to distressed and underperforming businesses. From 2006 to 2009 and again from 2011 to 2015, Mr. Cavanaugh served as an executive with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where he served in several capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director of numerous portfolio companies. Mr. Cavanaugh received a B.A. from Columbia University in 1996, an M.B.A. from the University of Michigan Business School in 2003, and a J.D. from the University of Michigan Law School in 2003. The Board believes Mr. Cavanaugh’s extensive executive management experience and financial, legal and capital raising expertise is valuable to the Company as it continues to develop its business and grow its operations.
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Patricia Missal, Chief Financial Officer, has served as Chief Financial Officer of the Company since April 2024 and previously as Controller of the Company from January 2023 to April 2024. Ms. Missal previously served as the Chief Financial Officer of Lux Global Label Company from August 2019 to February 2020, and then again from June 2021 to December 2022. She also served as Chief Financial Officer of Thirty-One Gifts, LLC from December 2019 to June 2021, and as Chief Financial Officer of Aero Communications, Inc from September 2011 to June 2019. Ms. Missal, a CPA, received her BSBA in Accounting from Ashland University and her MBA from Cleveland State University. She is a member of the AICPA and the Ohio Society of CPAs.
Term of Office
In accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.
Director Independence
Pursuant to its charter, the Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations to the Board based on its findings. During these reviews, the Nomination and Corporate Governance Committee is to consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and our management in order to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent under the independence standards established by the Board from time to time and under the applicable rules of any applicable stock exchange, except to the extent permitted by such rules. While the Nomination and Corporate Governance Committee did not conduct its annual review of director independence in 2025, the Board has determined that all of our directors are independent other than Mr. Cavanaugh, our Chief Executive Officer. Accordingly, our Board of Directors is comprised of a majority of independent directors.
Board and Committee Meetings
The Board of Directors held six meetings during the year ended December 31, 2025. The directors also, on occasion, communicate informally to discuss the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance with our Certificate of Incorporation, Bylaws and Nevada law. Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Members of such committees met formally and informally from time to time throughout the year ended December 31, 2025 on committee matters, with the Audit Committee holding four meetings, the Compensation Committee holding one meeting, and the Nomination and Corporate Governance Committee holding no meetings. Each director attended, in person or by telephone, 100% of the meetings of the Board and any committee of which he was a member.
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Attendance at Annual Meeting
Although the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders, all directors are encouraged to attend.
Committees
General. The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee.
Audit Committee. Mr. Celeste is currently the sole member of our Audit Committee. Our Board has determined that Mr. Celeste is independent within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii) of SEC Regulation S-K. The Audit Committee has oversight responsibilities for, among other things: the preparation of our financial statements; oversight of our financial reporting and disclosure processes; the administration, maintenance and review of our system of internal controls regarding accounting compliance; the appointment of our independent registered public accounting firm and review of its qualifications and independence; the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance with legal and regulatory requirements in connection with the foregoing.
Compensation Committee. The Compensation Committee currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. Our Board has determined that Messrs. Feighan and Celeste meet the definition of a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside directors.” The duties of our Compensation Committee include, without limitation: reviewing, approving and administering our compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO compensation, including evaluating the performance of the CEO in light of those objectives; approving the compensation of our other executive officers and our directors; review and recommend for approval by the Board the frequency with which the Company should submit to the stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named executive officers; and administering our as-in-effect incentive-compensation and equity-based plans. In making its compensation decisions and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into account the recommendation of our Chief Executive Officer. Other than giving his recommendation, our Chief Executive Officer does not participate in the Compensation Committee’s decisions regarding his own compensation.
Nomination and Corporate Governance Committee. The Nomination and Corporate Governance Committee of our Board of Directors currently consists of Messrs. Feighan and Celeste, with Mr. Feighan serving as Chairman. The responsibilities of the Nomination and Corporate Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees; recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines and procedures; and overseeing the evaluation of our directors and executive officers. In considering potential new directors, the Committee may review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are broad experience in business, finance or administration; familiarity with the Company’s industry; and prominence and reputation. Our Board of Directors does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities. The Board does not currently use an independent search firm in identifying candidates for service on the Board.
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Board Leadership Structure
Mr. Feighan serves as Chairman of the Board, a position he has held since November 2018. The Company has determined its current structure to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development. The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time.
The Board’s Role in Risk Oversight
Our Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification, risk management, and risk mitigation strategies. Our Board committees assist the Board in overseeing our material risks by focusing on risks related to the particular area of concentration of that committee. For example, our Compensation Committee oversees risks related to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company. Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate. The full Board of Directors incorporates the insight provided by these reports into its overall risk management analysis.
Communications with Directors
Stockholders may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors. Such communication can be confidential or anonymous, if so designated, and may be submitted in writing to the following address:
Board of Directors
Range Impact, Inc.
c/o Michael Cavanaugh
200 Park Avenue, Suite 400
Cleveland, Ohio 44122
All communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute a communication to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the director or directors to whom it is addressed. In the case of communications to our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2025, none of our executive officers or directors was a member of the board of directors of any other company where the relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation S-K).
Code of Business Conduct and Ethics/Insider Trading Policy
The Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief Financial Officer. The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://rangeimpact.com/investors/. In addition, the Company has adopted a Policy on Insider Trading and Confidentiality that applies to all officers, directors, employees, contractors and consultants to the Company and its subsidiaries, prohibiting any of them, or members of their immediate family or household, from, among other things, engaging in transactions in transactions involving a purchase or sale of the Company’s securities while in possession of Material Nonpublic Information (as defined in such Policy) until the public disclosure of such Material Nonpublic Information or at such time as such nonpublic information is no longer material.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in our common stock and other equity securities.
Based solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied with these requirements during the year ended December 31, 2025, except that (i) each of our directors, including our Chief Executive Officer, failed to timely file a Form 4 reporting their receipt of options to purchase the Company’s common stock under the Range Impact, Inc. 2021 Stock Incentive Plan on April 3, 2025 as reported in a Form 4 filed by each such person on April 8, 2025, and (ii) Joseph E. LoConti, a beneficial owner of more than 10% of our outstanding Common Stock, failed to timely file a Form 4 reporting (A) a January 28, 2025 purchase of 5,000 shares of our Common Stock by Paragon Small Cap Fund I, LP (“Paragon”), of which he is the beneficial owner, until February 24, 2025, (ii) purchases of 5,000 shares of our Common Stock on each of February 6, 2025 and February 18, 2025, until May 29, 2025 and (iii) a April 7, 2025 purchase of 113,000 shares of our Common Stock by Paragon until May 6, 2025.
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Item 11. Executive Compensation
The following table summarizes all compensation recorded by us during the years ended December 31, 2025 and December 31, 2024, for our current principal executive officer and principal financial officer.
Summary Compensation Table
| Name | Period Ending | Salary ($) | Option Awards (non-cash) (1) | Total ($) | ||||||||||
| Michael Cavanaugh, Chief Executive Officer | Year Ended 12/31/25 | 236,000 | 74,500 | (2) | 310,500 | |||||||||
| (principal executive officer) | Year Ended 12/31/24 | 236,000 | - | 236,000 | ||||||||||
| Patricia Missal, Chief Financial Officer | Year Ended 12/31/25 | 230,625 | 22,500 | (4) | 253,125 | |||||||||
| (principal financial officer) | Year Ended 12/31/24 | 267,750 | 95,000 | (3) | 362,750 | |||||||||
(1) The method used and the assumptions made to calculate the fair value of option awards included in this table are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2025 and December 31, 2024 appearing elsewhere in this Annual Report.
(2) Based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.148 per share granted in April 2025 and an option to purchase 250,000 shares of common stock with an exercise price of $0.15 per share, granted in December 2025.
(3) Ms. Missal was appointed as Chief Financial Officer in April 2024. The value of the option award is based on the fair value of an option to purchase 250,000 shares of common stock with an exercise price of $0.38 per share, granted in April 2024.
(4) Based on the fair value of an option to purchase 150,000 shares of common stock with an exercise price of $0.15 per share granted in December 2025.
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Outstanding Equity Awards at December 31, 2025
| Option Awards | ||||||||||||||||
| Number of securities underlying unexercised option | Option Exercise | Option Expiration | ||||||||||||||
| Grant Date | Exercisable | Unexercisable | Price ($) | Date | ||||||||||||
| Michael Cavanaugh (1) | 05/08/2019 | 500,000 | - | 0.35 | 5/8/2029 | |||||||||||
| 06/27/2019 | 250,000 | - | 0.30 | 6/27/2029 | ||||||||||||
| 12/10/2021 | 350,000 | - | 0.277 | 12/10/2031 | ||||||||||||
| 11/30/2022 | 750,000 | - | 0.18 | 11/30/2032 | ||||||||||||
| 12/21/2023 | 1,000,000 | - | 0.212 | 12/21/2033 | ||||||||||||
| 04/03/2025 | 250,000 | - | 0.148 | 4/03/2035 | ||||||||||||
| 12/31/2025 | 250,000 | - | 0.15 | 12/31/2035 | ||||||||||||
| Patricia Missal (2) | 04/25/2024 | 250,000 | - | 0.38 | 4/25/2034 | |||||||||||
| 12/31/2025 | 150,000 | - | 0.15 | 12/31/2035 | ||||||||||||
| (1) | Granted under the Company’s Equity Incentive Plan, the awards consist of (i) an option to purchase 500,000 shares of common stock, 250,000 of which became fully exercisable in May 2020 and 250,000 of which became fully exercisable in May 2021, (ii) an option to purchase 250,000 shares of common stock, 125,000 of which became fully exercisable in June 2020 and 125,000 of which became fully exercisable in June 2021, (iii) an option to purchase 350,000 shares of common stock, all of which became fully exercisable in December 2021, (iv) an option to purchase 750,000 shares of common stock, all of which became fully exercisable in November 2022, (v) an option to purchase 1,000,000 shares of common stock, all of which became fully exercisable in December 2023, (vi) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in April 2025, and (vii) an option to purchase 250,000 shares of common stock, all of which became fully exercisable in December 2025. | |
| (2) | Granted under the Company’s Equity Incentive Plan, the award consists of (i) an option to purchase 250,000 shares of common stock, 125,000 which became fully exercisable in April 2024 and 125,000 of which became fully exercisable in April 2025 and (ii) an option to purchase 150,000 shares of common stock all of which became fully exercisable in December 2025. |
Compensation of Directors
Directors receive a combination of cash and equity awards as compensation for their service. There are no additional fees paid for meetings attended although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and committees.
| 33 |
Director Compensation Table
The following table shows compensation paid to our non-employee directors during the year ended December 31, 2025:
| Name | Fees earned or paid in cash | Option awards (non-cash)(1) | All other compensation | Total | ||||||||||||
| Richard Celeste (1) | $ | 36,000 | $ | 74,500 | $ | - | $ | 110,500 | ||||||||
| Edward Feighan (1) | $ | 136,000 | $ | 74,500 | - | $ | 210,500 | |||||||||
| (1) | The method used and the assumptions made to calculate the fair value of the options are described in Footnote 6 of the financial statements and the accompanying notes for the years ended December 31, 2025 and December 31, 2024 appearing elsewhere in this Annual Report. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is: c/o Range Impact, Inc., 200 Park Avenue, Suite 400, Cleveland, Ohio 44122. Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after December 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership percentage of any other person.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned (1) | ||||||
| Directors and Named Executive Officers: | ||||||||
| Edward Feighan (2) | 6,750,917 | 5.9 | ||||||
| Michael Cavanaugh (3) | 5,896,458 | 5.2 | ||||||
| Richard Celeste (4) | 1,750,000 | 1.5 | ||||||
| Patricia Missal (5) | 400,000 | 0.4 | ||||||
| All Directors and Executive Officers as a Group (4 persons) | 14,797,375 | 13.1 | ||||||
| Joseph E. LoConti (6) | 26,645,789 | 23.5 | ||||||
| Indemnity National Insurance Company (7) | 21,333,333 | 18.8 | ||||||
| (1) | Based on 113,316,078 shares of our common stock issued and outstanding as of March 30, 2026. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. |
| (2) | Includes (i) 3,732,356 shares of the Company’s common stock held directly by Mr. Feighan, (ii) currently exercisable options to purchase 2,333,333 shares of common stock, and (iii) 685,228 shares of the Company’s common stock held by The Feighan Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr. Feighan. |
| 34 |
| (3) | Consists of (i) 2,546,458 shares of common stock and (ii) currently exercisable options to purchase 3,350,000 shares of common stock. |
| (4) | Represents currently exercisable options to purchase 1,750,000 shares of common stock. |
| (5) | Represents currently exercisable options to purchase 400,000 shares of common stock. |
| (6) | This information is based solely on the Form 4 filed on Mr. LoConti on September 25, 2025. Mr. LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122. |
| (7) | This information is based solely on the Schedule 13G filed by Indemnity National Insurance Company on November 7, 2023. Indemnity National Insurance Company’s address is 238 Bedford Way, Franklin, Tennessee 37064. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
On January 21, 2025, the Company entered into a securities purchase agreement with Tower IV, LLC, an Ohio limited liability company (“Tower IV”), providing for the issuance and sale by the Company to Tower IV of an aggregate of 3,333,333 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares were approximately $500,000. Mr. Joseph E. LoConti (“LoConti”) is the beneficial owner of Tower IV.
On March 31, 2025, Range Sky View Land LLC (“Range Sky”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement (“Sky View Purchase Agreement”) with AppleAtcha Land, LLC (“AppleAtcha”) and WV Reclaim Co, LLC (“Reclaim,” and collectively with AppleAtcha, the “Sellers”) pursuant to which Range Sky agreed to purchase, among other things: (i) approximately 14,670 acres of real property located in Clay, Fayette and Nicholas Counties, West Virginia, associated with the Fola mining operations (“Fola Mine”), including surface property and coal owned by Sellers; (ii) certain real property agreements, including surface leases and solar leases, located at the Fola Mine; (iii) certain coal royalty and overriding royalty agreements associated with the Fola Mine; (iv) certain equipment and other personal property located at the Fola Mine; (v) related accounts receivable owing to Sellers; and (vi) to the extent transferrable and subject to all required governmental approvals, the management and reclamation of thirty-six (36) permits associated with the Fola Mine ((i) through (vi) collectively, the “Purchased Assets”) in exchange for $2,958,516 (“Purchase Consideration”) comprised of (a) certain assumed liabilities relating to the Purchased Assets and (b) a credit against the amounts owed by Sellers to the Company and its subsidiaries for the provision of various reclamation, mining and security services provided at the Fola Mine. The Purchase Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
AppleAtcha is a wholly-owned subsidiary of Fola Landholding, LLC (“Fola Holding”). Fola Holding is 80%-owned by Tower IV, an investment entity owned by the daughters of LoConti, the Company’s largest shareholder. Devica Capital, LLC (“Devica”), an investment entity owned by Michael Cavanaugh (“Cavanaugh”), the Company’s Chief Executive Officer and member of the Company’s board of directors, owns the remaining 20% of Fola Holding. LoConti and Cavanaugh are the sole managers of Fola Holding and AppleAtcha. LoConti also owns approximately 9% of the outstanding stock of Continental Heritage Holding Company (“CHHC”), which owns Continental Heritage Insurance Company (“CHIC”), a specialty insurance company, which holds the reclamation bonds being assumed by the Company in connection with the transactions reflected by the Sky View Purchase Agreement. Edward Feighan, the Company’s Chairman of the Board, is a member of the board of directors of CHHC and owns approximately 7% of the outstanding stock of CHHC.
On May 30, 2025, Range Sky entered into a Transaction Advisory Agreement (“Advisory Agreement”) with AppleAtcha and Reclaim pursuant to which AppleAtcha and Reclaim agreed to pay Range Sky $750,000 and $25,000, respectively (collectively, the “Advisory Fee”), in consideration of Range Sky’s provision of transition advisory services in connection with the sale by AppleAtcha and Reclaim of (i) approximately 424.80 acres of surface interests and 3,773.60 acres of mineral interests and (ii) three (3) related mining permits ((i) and (ii) collectively referred to herein as the “Ramp Run Mine”). The Advisory Fee is due and payable only upon the closing of the sale of the Ramp Run Mine to a third-party (the “Payment Condition”). The Advisory Agreement is terminable by any of the parties on written notice to the others provided that in the event that the Payment Condition is satisfied within 120 days after the date of a termination by Reclaim and AppleAtcha, then in such case, Range Sky would still be entitled to receive the Advisory Fee payable in full on the closing date of the sale. The Ramp Run Mine was sold to Ramp Run Mining, LLC and the Advisory Fee was paid in full on May 30, 2025.
On June 30, 2025, Range Sky (i) acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and (ii) assumed a Coal Mining Lease entered into by AppleAtcha, as lessor, Reclaim, as permittee, and Coal-Mac LLC, as lessee.
On July 1, 2025, Range Sky and AppleAtcha entered into an Assignment and Assumption Agreement (“Assignment”) pursuant to which AppleAtcha assigned to Range Sky a Coal Mining Lease entered into by AppleAtcha, as lessor, and Contura CAPP Land, LLC, as lessee (the “Contura Coal Lease”), pursuant to a Purchase and Sale Agreement, dated as of March 31, 2025, by and among Reclaim, Range Sky and AppleAtcha.
| 35 |
On September 24, 2025, the Company entered into a securities purchase agreement with Tower IV pursuant to which Tower IV purchased 2,333,333 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per share. The aggregate gross proceeds from the sale of the Shares were approximately $350,000. Mr. Joseph E. LoConti is the beneficial owner of Tower IV.
On December 31, 2025, Range Bluegrass Land, LLC, a wholly-owned indirect subsidiary of the Company (“Range Bluegrass”), entered into a Purchase and Sale Agreement (the “Bluegrass Purchase Agreement”) with Continental Land Co., LLC (“Continental Land”) for the purchase of the real and personal property commonly associated with the past Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky (the “Premier-Cambrian Mine”) in exchange for Range Bluegrass’ agreement to assume responsibility for the oversight, management and release of forty-three (43) mining permits owned by Reckoning Reclamation, LLC (“Reckoning”) associated with the Premier-Cambrian Mine. In connection with its assumption of the reclamation costs, on December 31, 2025, Range Bluegrass also entered into a Joinder to General Indemnity Agreement (“GIA Joinder”) by and among Range Bluegrass, Reckoning, and CHIC, the latter of which issued the surety bonds with respect to the permits associated with the mines on the Premier-Cambrian Mine (the “Reckoning Permits”), pursuant to which Range Bluegrass pledged the purchased real and personal property associated with the Premier-Cambrian Mine as collateral in support of the approximately $54 million in bonds issued by CHIC for the Reckoning Permits.
Continental Land is 100% owned by Fola Holding, a related party of Messrs. LoConti and Cavanaugh. LoConti also owns approximately 9% of the outstanding stock of CHHC, which holds the reclamation bonds, the liability for which is being assumed by Range Bluegrass in connection with the transactions reflected by the Bluegrass Purchase Agreement.
Through the filing of this Annual Report, except for the transactions listed above, there have been no other transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest.
Director Independence
Our Board of Directors has determined that Messrs. Feighan and Celeste would qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). Mr. Cavanaugh would not qualify as “independent” because he currently serves as our Chief Executive Officer.
Item 14. Principal Accounting Fees and Services
Independent Registered Public Accounting Firm’s Fee Summary
The following table provides information regarding the fees billed to us by Meaden & Moore, Ltd., our independent registered public accounting firms, for services rendered in the years ended December 31, 2025 and 2024. All fees described below were approved by our Board of Directors:
For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Audit Fees | $ | 130,000 | $ | 124,935 | ||||
| Tax Fees | 39,000 | 33,000 | ||||||
| All Other Fees | 19,500 | 41,685 | ||||||
| Total Fees | $ | 188,500 | $ | 199,620 | ||||
Audit Fees. The fees identified under this caption were for professional services rendered by Meaden & Moore, Ltd. for the audit of our annual financial statements. The fees identified under this caption also include fees for professional services rendered by Meaden & Moore, Ltd. for the review of the financial statements included in our quarterly reports on Forms 10-Q. In addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years identified.
Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting.
All Other Fees. These fees consist primarily of accounting consultation fees related to potential collaborative agreements.
Pre-Approval Policies and Procedures
Our Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed for the Company by our independent registered public accounting firm, giving effect to the “de minimis” exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does not impair the auditor’s independence. Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors.
| 36 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
| (a) | (1) | The financial statements filed as a part of this Annual Report are as follows: |
| (2) | Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | |
| (3) | The exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report, which is incorporated herein by reference. |
Item 16. Form 10-K Summary
None.
| 37 |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RANGE IMPACT, INC. | ||
| Date: March 30, 2026 | By: | /s/ Michael Cavanaugh |
| Michael Cavanaugh | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Michael Cavanaugh | Chief Executive Officer and Director | March 30, 2026 | ||
| Michael Cavanaugh | (Principal Executive Officer) | |||
| /s/ Edward Feighan | Director | March 30, 2026 | ||
| Edward Feighan | ||||
| /s/ Richard Celeste | Director | March 30, 2026 | ||
| Richard Celeste |
| 38 |
EXHIBIT INDEX
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith |
| # | Management contract or compensatory plan or arrangement. |
| 39 |
Financial Statements
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Range Impact, Inc.
Opinion on the Financial Statements
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit Committee and that: 1) relates to accounts or disclosures that are material to the consolidated financial statements and 2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Asset Retirement Obligations
As described in Notes 1, 4, 5 and 6 to the consolidated financial statements, the Company’s consolidated asset retirement obligation was $79,344,297 as of December 31, 2025. The Company records the asset retirement obligation at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretion expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligation.
We identified the valuation of the asset retirement obligation as a critical audit matter because the estimate involves a high degree of subjectivity and auditing the significant assumptions utilized by management in estimating the amount of the liability requires judgment. In particular, the obligation is determined using a discounted cash flow technique and is based upon mining permit requirements and various assumptions including discount rates, inflation rate, timing of reclamation activities, and the nature of and inputs of expected costs of reclamation activities.
Our audit procedures related to the Company’s asset retirement obligation included the following, among others:
| ● | We obtained an understanding of the relevant controls related to the Company’s accounting for the asset retirement obligation, including the design of the controls over management’s review of the significant assumptions and data inputs described above. |
| ● | We compared significant valuation assumptions including the discount rates and inflation rate to market data to assist in testing the Company’s discounted cash flow model. |
| ● | The Company utilized an external specialist (mining engineer) to evaluate the reasonableness of the assumptions and inputs used in estimating the asset retirement obligations. We reviewed the external specialist’s report and conducted interviews with the external specialist to gain an understanding of the scope of their work and of their skills, knowledge, experience, and expertise in this area. |
| ● | Based on the findings of the specialist, we reviewed the nature of the inputs to expected costs of reclamation activities and agreed to underlying support, assessed consistency of methodology in setting assumptions, evaluated the reasonableness of the estimated costs based on permit type and individual attributes, and compared actual costs to recent operating data from management. |
/s/ Meaden & Moore, Ltd.
We have served as the Company’s auditor since 2021.
March 30, 2026
| F-2 |
RANGE IMPACT, INC.
CONSOLIDATED BALANCE SHEETS
| 2025 | 2024 | |||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Deposits | ||||||||
| Current assets of discontinued operations | ||||||||
| Equipment held for sale | ||||||||
| Total current assets | ||||||||
| Long-Term Assets | ||||||||
| Land | ||||||||
| Property and equipment, net of accumulated depreciation | ||||||||
| Long-term intangible assets | ||||||||
| Total long-term assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Line of credit | $ | $ | ||||||
| Current portion of long-term debt | ||||||||
| Current portion of bank debt | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Long-term debt, net of current portion | ||||||||
| Bank debt, net of current portion | ||||||||
| Deposits held | ||||||||
| Asset retirement obligations | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Controlling Interest: | ||||||||
| Common stock, par value $ per share; shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total controlling equity interest | ||||||||
| Noncontrolling equity interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Revenues | $ | $ | ||||||
| Costs and expenses: | ||||||||
| Costs of services | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of long-term intangible assets | ||||||||
| Accretion of asset retirement obligations | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| (Loss) from continuing operations before other income (expense) | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Gain on bargain purchase | ||||||||
| Gain on disposal of asset retirement obligations | ||||||||
| Gain on sale of fixed assets | ||||||||
| Other income | ||||||||
| Fixed asset impairment | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) from continuing operations before income tax | ( | ) | ||||||
| Income tax expense attributable to continuing operations | ( | ) | ||||||
| Income (loss) from continuing operations | ( | ) | ||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Net income (loss) per share – basic and diluted | $ | $ | ) | |||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Additional | ||||||||||||||||||||||||
| Common Stock | Paid-in- | Accumulated | Noncontrolling | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||
| Stock based compensation | - | |||||||||||||||||||||||
| Noncontrolling equity interest | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Net income (loss) | - | |||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Gain on bargain purchase | ( | ) | ||||||
| Net loss on asset disposals of discontinued operations | ||||||||
| Gain on disposition of business | ( | ) | ||||||
| Gain on disposition of asset retirement obligations | ( | ) | ||||||
| Gain on sale of fixed assets | ( | ) | ||||||
| Fair value of vested stock options | ||||||||
| Goodwill impairment of discontinued operations | ||||||||
| Fixed asset impairment | ||||||||
| Depreciation of property and equipment | ||||||||
| Depreciation of discontinued operations | ||||||||
| Amortization of long-term intangible assets | ||||||||
| Accretion of asset retirement obligations | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts receivable from discontinued operations | ||||||||
| Unbilled receivables from discontinued operations | ||||||||
| Contract assets from discontinued operations | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accounts payable from discontinued operations | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Accrued expenses from discontinued operations | ( | ) | ||||||
| Cash paid for asset retirement obligations | ( | ) | ||||||
| Deposits | ( | ) | ||||||
| Deposits from discontinued operations | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Cash paid for equipment purchases | ( | ) | ||||||
| Proceeds from asset sales | ||||||||
| Long-term deposits received | ||||||||
| Net proceeds from sale of assets from discontinued operations | ||||||||
| Net insurance proceeds from casualty loss from discontinued operations | ||||||||
| Net proceeds from disposition of Graphium Biosciences | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash provided by financing activities: | ||||||||
| Issuance of shares for cash | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Repayment of line of credit | ( | ) | ( | ) | ||||
| Net cash provided by/ (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest expense | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental schedule of non-cash investing and financing activities: | ||||||||
| Line of credit converted to term bank debt | $ | $ | ||||||
| Reduction in accounts receivable as part of FOLA transaction | $ | $ | ||||||
| Acquisition of land related to asset retirement obligation | $ | $ | ||||||
| Debt forgiveness related to equipment surrender | $ | $ | ||||||
| Debt forgiveness related to Collins Building asset disposal | $ | $ | ||||||
| Debt reduction transferred to deficiency claim | $ | $ | ||||||
| Initial recording of asset retirement cost and asset retirement obligation | $ | $ | ||||||
| Reduction of bargain purchase gain for noncontrolling equity interest | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
RANGE IMPACT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 2025 AND 2024
1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.
Since inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. In December 2023, the Company adopted its current name and reorganized into six operating segments: Range Reclaim, Range Water, Range Security, Range Land, Range Minerals, and Graphium Biosciences. The Company expanded its environmental services operations through the acquisitions of Range Environmental Resources, Inc. and Range Natural Resources, Inc. in May 2022, and Collins Building & Contracting, Inc. in August 2023. The Company subsequently sold substantially all the assets of Collins Building in August 2024, followed by a complete divestment in December 2025, and divested Graphium Biosciences, Inc. in September 2024, as described in more detail in Note 4. Since March 2025, the Company conducts its business under two operating segments: Range Land and Range Services.
Significant land and asset acquisitions include:
| ● | Hobet
Mine Acquisition (September 2023): The Company acquired | |
| ● | Fola
Mine Acquisition (March 2025): The Company acquired | |
| ● | Ramp
Run Mine Transaction (May 2025): The Company entered into a Transaction Advisory Agreement (“Advisory Agreement”) with
AppleAtcha and Reclaim, pursuant to which AppleAtcha and
Reclaim agreed to pay the Company $ | |
| ● | Winoc Acquisition (June 2025): The Company acquired two mining permits for which the Company had previously assumed management and reclamation responsibilities through the Fola Acquisition and assumed an associated coal lease at the Fola Mine (the “Winoc Acquisition”). | |
| ● | Premier-Cambrian Acquisition (December 2025): The Company
acquired |
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements,
during the year ended December 31, 2025, the Company incurred a net loss (excluding recognized bargain purchase gains of
$
The
ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or
raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due.
The Company estimates, as of December 31, 2025, that it may not have sufficient funds to operate the business for 12 months given its
cash balance of $
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-K and Article 8 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: CLV Azurite Land LLC, Collins Building & Contracting, Inc. (sold in December 2025 and included in discontinued operations in 2025 and retroactively for 2024), Graphium Biosciences, Inc. (sold in September 2024 and included in discontinued operations in 2024), Range Bluegrass Land, LLC, Range Environmental Resources, Inc., Range Land, LLC, Range Minerals, LLC, Range Natural Resources, Inc., Range Reclaim, LLC, Range Rock Creek Land, LLC, Range Security, LLC, Range Security Resources, LLC, Range Sky View Land, LLC, Range Water, LLC, and Terra Preta, LLC, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period’s presentation.
| F-7 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Discontinued Operations
During the third quarter of 2024, the Company sold its wholly-owned subsidiary Graphium Biosciences, Inc. During the fourth quarter of 2025, the Company sold its wholly-owned subsidiary Collins Building & Contracting, Inc. Additionally the Company ceased providing reclamation services through Range Services to third parties during the year ended December 31, 2025. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.
Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage was applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer.
Contract Estimates
Due to the nature of the Company’s former performance obligations, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Since a significant change in one or more of these variables could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which the Company reviews the progress and execution of performance obligations and the estimated cost at completion. All activity related to these contracts are included in discontinued operations as of December 31, 2025, and retroactively to December 31, 2024.
The Company recognized adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period it is identified.
| F-8 |
The
net effect of the changes in estimates of contract profits on current year closed jobs was to decrease “net income” by
approximately ($
Contract Modifications
Contract modifications can occur during the performance of the Company’s contracts. Contracts are modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.
Cost and Expense Recognition
Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.
The Company recognizes a portion of its revenue from contracts for financial reporting purposes over time. Progress toward completion of the Company’s contracts is measured by the percentage of cost incurred to date compared to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change significantly over the course of the contract’s performance.
Revenue
in the amount of $
Cost of Services
Contract costs include all direct labor, materials, subcontractor, and equipment costs and those indirect costs related to contract performance, such as indirect labor, tools and supplies. For construction contracts, costs are generally recognized as incurred. Under certain circumstances, costs incurred in the period related to future activity on contracts may be capitalized.
Costs incurred that do not contribute to satisfying performance obligations are excluded from the cost input calculation for revenue recognition. Excluded costs include both uninstalled materials and abnormal costs. Abnormal costs comprise wasted materials, wasted or rework labor and other resources to fulfill a contract that were not reflected in the price of the contract. A limited allowance for material overages and labor inefficiencies is typically included in our contract costs estimates (and by extension, in the contract price).
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances.
Accounts Receivable
Included
as a component of discontinued operations accounts receivable are contract receivables that represent the Company’s unconditional
right, subject only to the passage of time, to receive consideration arising from performance obligations under reclamation contracts
with customers. Billed contract receivables have been invoiced to customers based on contracted amounts. Contract receivables were $
| F-9 |
The
Company recognizes an allowance for losses on accounts and contract receivables in an amount equal to the current expected credit losses.
The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging and management’s
assessment of current conditions and reasonable and supportable expectations of future conditions, as well as an assessment of specific
identifiable customer accounts considered at risk or uncollectible. Based on management’s assessment, it has concluded that losses
on balances outstanding as of December 31, 2025 and 2024 will be immaterial and, therefore,
Contract Assets (Discontinued Operations)
Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the percentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized, and revenue recognition exceeds the amount billed to the customer. The Company’s contract assets are reported on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets as current or noncurrent based on whether the revenue is expected to be recognized sooner or later than one year from the balance sheet date. These accounts receivable are included in the discontinued operations for 2024.
Details of contract assets arising from reclamation contracts in process as of December 31, 2024 are as follows:
SCHEDULE OF CONTRACT ASSETS
December 31, 2024
| Costs incurred on contracts in progress | $ | |||
| Estimated earnings | ||||
| Revenue earned on contracts in progress | ||||
| Less: Billings to date | ( | ) | ||
| Total contract assets | $ |
Property and Equipment
Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reflected in the current year’s earnings.
SCHEDULE OF PROPERTY AND EQUIPMENT
| December 31, 2025 | December 31, 2024 | |||||||
| Equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | ||||||||
| Depreciation expense (continuing operations) | ||||||||
| Depreciation expense (discontinued operations) | $ | $ | ||||||
See Note 2 for more details on the change in buildings, property and equipment.
The
Company provides for depreciation of property and equipment using the straight-line method for both financial reporting and federal income
tax purposes over the estimated
| F-10 |
The Company assesses the recoverability of its property and equipment by determining whether the depreciation of the assets over their remaining lives can be recovered through projected future cash flows generated by the assets. There was a group of five assets identified for impairment. See “Equipment Held for Sale” below.
Land
Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment.
SCHEDULE OF LAND
| December 31, 2025 | December 31, 2024 | |||||||
| Land, beginning of year | $ | $ | ||||||
| Acquisitions during the period | ||||||||
| Impairments | ||||||||
| Land, end of year | $ | $ | ||||||
Equipment Held for Sale
Following
the completion of specific projects in the fourth quarter of 2024, the Company’s management concluded that certain pieces of
equipment would no longer be required for future projects. Consequently, these items were separated and prepared for sale. The
Company was expecting to sell these assets to a private party during the first six months of fiscal year 2025. The Company recorded
an impairment loss of $
Goodwill
U.S. GAAP requires that goodwill be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not (i.e., a likelihood greater than 50%) that the reporting unit is impaired. During interim periods, ASC 350 requires companies to focus on those events and circumstances that affect the significant inputs used to determine the fair value of the reporting unit to determine whether an interim quantitative impairment test is required.
The
Company performed its annual impairment test for goodwill on December 31, 2024 which was the annual assessment date. The Company
first assessed certain qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit
is less than its carrying amount, and whether it is therefore necessary to perform the
quantitative impairment test. On December 31, 2024, it was determined that a quantitative impairment test was required. The
Company performed a discounted cash flow analysis and determined the value of the goodwill had lapsed. As a result, the goodwill was
fully impaired and resulted in a charge against earnings in the full amount of $
As a result of the full impairment of goodwill during the year ended December 31, 2024, the Company had no goodwill recorded on its Consolidated Balance Sheets as of December 31, 2024 and December 31, 2025.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.
Leases
The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. The Company had no lease commitments for longer than one year as of December 31, 2025 or 2024.
The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation, whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.
The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
| F-11 |
Basic income (loss) per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:
| December 31, 2025 | December 31, 2024 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
| Anti-dilutive loss per share | ||||||||
Patents and Patent Application Costs
Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Accordingly, patent costs are expensed as incurred.
Research and Development
Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company’s reclamation and redevelopment innovations and product candidates. Research and development costs are expensed as incurred.
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable, line of credit, and long -term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
Fair Value Measurements
As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories.
| ● | Level 1: | Quoted market prices in active markets for identical assets or liabilities | |
| ● | Level 2: | Inputs to the valuation methodology include: | |
| ○ | Quoted prices for similar assets or liabilities in active markets; | ||
| ○ | Quoted prices for identical assets or similar assets or liabilities in inactive markets; | ||
| ○ | Inputs other than quoted prices that are observable for the asset or liability; | ||
| ○ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
| ● | Level 3: | Unobservable inputs that are not corroborated by market data |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
The equipment held for sale at December 31, 2024 is carried at the lower of carrying amount or fair value and is considered Level 2 as it is based on market prices for similar assets.
The Company’s long-term intangible assets as of December 31, 2025 are recorded in an amount equal to the fair value of the Company’s asset retirement obligations and therefore are considered Level 3.
Segments
As
of December 31, 2025, the Company had
In accordance with the “Segment Reporting” Topic of ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing, and distribution processes.
| F-12 |
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after December 15, 2024. The Company adopted this ASU effective January 1, 2025 with no material impact.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in tabular format within the notes to the financial statements certain categories of costs (e.g. purchases of inventory, employee compensation, deprecation, intangible asset amortization, depletion etc.) to the extent line items contain such costs. In addition, entities will be required to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company will provide the additional required disclosures upon adoption.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update requires public entities to disclose significant segment expenses regularly provided to the Chief Operating Decision Maker (CODM) and to provide additional qualitative and quantitative disclosures regarding how segments are managed. The Company adopted ASU 2023-07 as of December 31, 2024 in accordance with the required adoption timeline for public entities. The adoption of this ASU did not materially impact the Company’s financial statement disclosures as the Company’s existing segment reporting practices were already in alignment with the new requirements.
2. DISPOSALS AND DISCONTINUED OPERATIONS
On
August 22, 2024, substantially all assets of Collins Building were sold to its previous owner in exchange for the cancellation of
all remaining debt owed to him by the Company arising from the Company’s acquisition of Collins Building in August 2023. Any
projects related to Collins Building was to be completed either by subcontractors or with equipment and resources of Range Services.
The Company recognized a net loss on the Collins Building sale of $
On
September 30, 2024, the Company sold all of its common stock of Graphium Biosciences to a newly-formed entity, Placer Biosciences, Inc.
(“Placer”) owned by two former officers of the Company, in exchange for a warrant to purchase
During the year ended December 31, 2024, Range Environmental suffered a casualty loss on a piece of equipment. Insurance proceeds of $
During
the year ended December 31, 2024, the biochar ovens owned by our wholly-owned subsidiary, Terra Preta, LLC, were dismantled since they
were no longer being used for small batch biochar production. The resulting loss of $
During
the year ended December 31, 2025, the Company sold all its common stock of Collins Building & Contracting, Inc. (“Collins
Building”) to its previous owner for $
Assets and Liabilities of Discontinued Operations
As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. On December 31, 2025 and December 31, 2024, these balances consisted of current assets as well as current liabilities.
The following table presents a reconciliation of the carrying amounts of the major classes of these assets and liabilities to the current and long-term assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:
SCHEDULE OF DISCONTINUING OPERATIONS BALANCE SHEET AND INCOME STATEMENT
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Accounts receivable | $ | $ | ||||||
| Contract assets | ||||||||
| Current assets of discontinued operations | $ | $ | ||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Current liabilities of discontinued operations | $ | $ | ||||||
| F-13 |
Loss from Discontinued Operations
Discontinued operations for years ended December 31, 2025 and 2024 consists of results from Graphium Biosciences operations as well as Collins Building & Contracting, Inc and reclamation services performed for third parties by Range Environmental Resources, Inc., Range Security Resources, LLC, and Range Natural Resources, Inc.
| 2025 | 2024 | |||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Cost of revenues | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Goodwill impairment | ( | ) | ||||||
| Interest expense | ( | ) | ||||||
| Loss on sale of assets | ( | ) | ||||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
3. ACQUISITION OF COLLINS BUILDING & CONTRACTING
On
August 31, 2023, the Company entered into a stock purchase agreement with the owner of Collins Building & Contracting, Inc. (“Collins
Building”) pursuant to which the owner agreed to sell all of the outstanding common stock of Collins Building to the Company in
exchange for (a) cash consideration of $
The
Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company
has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair values of the assets
acquired are set forth below. Because the fair values exceeded the purchase price, we recognized a gain on the purchase of $
SCHEDULE OF BUSINESS ACQUISITION ALLOCATION OF PURCHASE PRICE
| Fair value of assets acquired: | ||||
| Equipment | $ | |||
| Land | ||||
| Buildings | ||||
| Total assets acquired | ||||
| Less: Gain on bargain purchase price | ( | ) | ||
| Purchase price | $ | |||
| Cash consideration | ||||
| Long-term notes issued to the seller | ||||
| Total purchase price | $ | |||
| Acquisition transaction costs incurred | $ | |||
| F-14 |
As discussed in Note 2, on August 22, 2024, nearly all of the equipment, as well as the land and buildings acquired on August 31, 2023, were sold to the previous owner of Collins Building in consideration of the full and complete cancellation of the First Promissory Note and the Second Promissory Note.
For the year ended December 31, 2024, the Company recorded the revenue generated from reclamation services on abandoned mine land, which was historically the core business of Collins Building, as revenue of Range Environmental Resources, Inc. Refer to Note 2 for subsequent sale information.
4. ACQUISITION OF FOLA MINE SITE
On
March 31, 2025, the Company, through its wholly-owned subsidiary Range Sky View Land, LLC, acquired
SCHEDULE OF BUSINESS ACQUISITION OF FOLA MINE SITE
| Asset retirement obligation, December 31, 2024 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ( | ) | ||
| Revisions in estimated cash flows during the period | ( | ) | ||
| Expenditures during the period | ( | ) | ||
| Asset retirement obligation, December 31, 2025 | $ |
The Company accounted for the
transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company has made an allocation
of the purchase price paid for the assets acquired and the liabilities assumed. The
fair value of the land acquired by the Company in connection with the Fola Acquisition was $
SCHEDULE OF BARGAIN PURCHASE GAIN
| Fair value of Fola Mine land acquired | $ | |||
| Accounts receivable credited in lieu of cash | ( | ) | ||
| Bargain purchase gain recognized | $ | |||
| Cash consideration | ||||
| Assumed liabilities | ||||
| Purchase price | $ | |||
| Acquisition transaction costs incurred | $ |
5. ACQUISITION OF PREMIER-CAMBRIAN MINE SITE
On
December 31, 2025, the Company, through its wholly-owned subsidiary Range Bluegrass Land, LLC, (“Range Bluegrass”)
acquired
SCHEDULE OF ASSET RETIREMENT OBLIGATION
| Asset retirement obligation, December 31, 2024 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ||||
| Revisions in estimated cash flows during the period | ||||
| Expenditures during the period | ||||
| Asset retirement obligation, December 31, 2025 | $ |
As part of the acquisition of the Premier-Cambrian
Mine, the Company entered into two substantially similar consulting agreements (“Consulting Agreements”) with non-affiliated
third parties related to the reclamation and repurposing of approximately
Also, as part of the acquisition of the Premier-Cambrian
Mine, Range Bluegrass entered into an equity option agreement (“Equity Option”) with a non-affiliated third party for the
right to receive an equal amount of any cash distributions made by Range Bluegrass to the Company, which equity distribution right can
be converted by the non-affiliated third party, in its sole discretion, into
The
Company accounted for the transaction as a business combination in accordance with ASC 805 “Business Combinations”. The
Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value
of the surface land of the Premier-Cambrian Mine was $
SCHEDULE OF BARGAIN PURCHASE GAIN
| Fair value of Premier-Cambrian Mine land acquired | $ | |||
| Assumed liabilities | ( | ) | ||
| Bargain purchase gain before noncontrolling interest adjustment | $ | |||
| Noncontrolling interest adjustment of 50% | ( | ) | ||
| Bargain purchase gain | $ | |||
| Purchase price | $ | |||
| Acquisition transaction costs incurred | $ |
| F-15 |
6. ASSET RETIREMENT OBLIGATIONS
Reclamation. The Company’s asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. The Company determines the future cash flows necessary to satisfy its reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. The Company is also faced with increasingly stringent environmental regulations, many of which are beyond its control, which could increase its costs and materially increase its asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. The Company’s asset retirement obligations are initially recorded at fair value. In order to determine fair value, it uses assumptions including a discount rate and third-party margin. Each is discussed further below:
Discount Rate. The Company’s asset
retirement obligations are initially recorded at fair value. The Company utilizes discounted cash flow techniques to estimate the fair value
of its obligations. The Company bases its discount rate on the rates of treasury bonds with maturities similar to expected mine
lives and adjust for its credit standing as necessary after considering funding and assurance provisions. Changes in the
Company’s credit standing could have a material impact on the valuation of its asset retirement obligations.
Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within its Consolidated Statements of Operations at the time that reclamation work is completed.
On at least an annual basis, the Company reviews its reclamation
liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from
accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans.
At December 31, 2025, the Company recorded asset retirement obligation liabilities of $
Minimum standards for mine reclamation have been established by various regulatory agencies and dictate the reclamation requirements at the Company’s operations. The Company’s asset retirement obligations consist principally of costs to reclaim acreage disturbed at surface operations and estimated costs to reclaim support acreage, treat mine water discharge, and perform other related functions at underground mines. The Company records these reclamation obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to the asset retirement obligation resulting from permitted sites being added or deleted or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretive expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. On at least an annual basis, the Company reviews its estimated future cash flows for its asset retirement obligations. The Company’s asset retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows change.
SCHEDULE OF ASSET RETIREMENT OBLIGATION
| Total asset retirement obligations on December 31, 2024 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ( | ) | ||
| Revisions in estimated cash flows during the period | ( | ) | ||
| Expenditures during the period | ( | ) | ||
| Total asset retirement obligations on December 31, 2025 | $ |
7. GOODWILL
The decrease in goodwill in the year ended December 31, 2024, was driven by the impairment of goodwill that was recorded in connection with the Company’s acquisition of Range Environmental Resources, Inc. and Range Natural Resources, Inc. in May 2022. Please refer to Note 1 for further discussion.
SCHEDULE OF GOODWILL
| December 31, 2024 | |||||
| Range Services Segment: | |||||
| Beginning Balance of Goodwill | $ | ||||
| ( | ) | ||||
| Ending Balance of Goodwill | $ | ||||
Issuance of Common Stock
In June 2024, the Company entered into securities purchase agreement providing for the issuance and sale by the Company of shares of the Company’s common stock (the “June 2024 Shares”) at a price of $ per share. The aggregate proceeds from the sale of the June 2024 Shares were approximately $.
In
January 2025, the Company entered into a securities purchase agreement providing for the issuance and sale by the Company of
shares of the Company’s common stock at a price of $ per share. The aggregate proceeds from these shares were approximately
$
In
September 2025, the Company entered into securities purchase agreements providing for the issuance and sale by the Company of
shares of the Company’s common stock at a price of $ per share. The aggregate proceeds from the sale of these shares were approximately
$
Stock options issued during the year ended December 31, 2025
During the year ended December 31, 2025, the Company granted its two independent directors and CEO options to purchase an aggregate of shares of the Company’s common stock with exercise prices of $ per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of%, (ii) a discount rate of %, (iii) expected dividend yield, and (iv) an expected life of years, which is the average of the term of the options. The total fair value of the option grants was approximately $. Also in the year ended December 31, 2025, the Company granted its two independent directors, its CEO, CFO and an administrative staff member, options to purchase an aggregate of shares of the Company’s common stock with exercise prices of $ per share. All options vested on the date of grant. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of %, (ii) a discount rate of %, (iii) expected dividend yield, and (iv) an expected life of years, which is the average of the term of the options. The total fair value of the option grants was approximately $. As of December 31, 2025, there is unrecognized compensation cost that will be recognized in 2026.
Stock options issued during the year ended December 31, 2024
During
the year ended December 31, 2024, the Company granted its CFO options to purchase an aggregate of shares
of the Company’s common stock with exercise prices of $ per share that expire from the date of grant. Half of the
options granted vested upon grant and the other half vests in one year. The fair value of each option award was estimated on the date
of grant using the Black-Scholes-Merton Option Pricing model based on the following assumptions: (i) a volatility rate of %, (ii)
a discount rate of %, (iii) expected dividend yield, and (iv) an expected life of years, which is the average of the term
of the options and their vesting periods. The total fair value of the option grants to the Company’s CFO at its grant date was approximately
$, $
SCHEDULE OF STOCK OPTION ACTIVITY
Number of Underlying Shares | Weighted Average Exercise Price | |||||||
| Balance outstanding on December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ( | ) | ||||||
| Forfeited | ||||||||
| Balance outstanding on December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ( | ) | ||||||
| Forfeited | ||||||||
| Balance outstanding on December 31, 2025 | $ | |||||||
| Balance exercisable on December 31, 2025 | $ | |||||||
On December 31, 2025, the outstanding stock options had aggregate intrinsic value of $.
| F-16 |
SCHEDULE OF STOCK OPTION OUTSTANDING
| Number of Options | Weighted Average Exercise Price | Weighted Average Grant- Date Stock Price | ||||||||||
| Options Outstanding, December 31, 2025 | $ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | - | $ | - | |||||||||
| $ | - | $ | - | |||||||||
SCHEDULE OF STOCK OPTION OUTSTANDING AND EXERCISABLE
| Number of Options | Weighted Average Exercise Price | Weighted Average Grant- Date Stock Price | ||||||||||
| Options Outstanding, December 31, 2024 | $ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | - | $ | - | |||||||||
| $ | - | $ | - | |||||||||
| $ | $ | |||||||||||
10. WARRANTS
A summary of warrants to purchase common stock issued during the years ended December 31, 2025 and 2024 is as follows:
SCHEDULE OF WARRANTS ACTIVITY
Number of Underlying Shares | Weighted Average Exercise Price | |||||||
| Balance outstanding on December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ( | ) | ||||||
| Balance outstanding and exercisable on December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Balance outstanding and exercisable on December 31, 2025 | $ | |||||||
On December 31, 2025 and 2024, the outstanding stock warrants had intrinsic value.
| F-17 |
11. LINE OF CREDIT
In
November 2022, the Company secured a bank line of credit with a limit of $
In
June 2023, Range Environmental secured a bank loan with a limit of $
In
September 2025, the Company consolidated both of the above-referenced credit facilities into one bank term loan in the principal
amount of $
12. LONG-TERM DEBT OBLIGATIONS
Long-term
debt consists of the bank term debt which was consolidated from existing lines of credit in September 2025. The bank term loan, referenced above
in Note 11, has a principal balance of $
As
described in Note 2, in August 2024, the Collins Building Debt (defined below) was cancelled in exchange for transferring back to the
original owner the property and substantially all of the equipment acquired in the original acquisition transaction. The Collins Building
Debt consisted of a
In
November 2024, certain equipment items no longer required by the Company were surrendered to the financing company which held liens
on the equipment in exchange for a release of the related debt. The result of this transaction was a reduction of the net equipment
values on the balance sheet and a reduction in long-term debt of $
In
August 2025, additional equipment no longer needed by the Company was surrendered to the financing company which held liens on the equipment
resulting in a reduction of the net equipment values on the Company’s balance sheet and a reduction in long-term debt of $
A summary of payments due under the Company’s long-term debt as of December 31, 2025 by year is as follows:
SCHEDULE OF MATURITIES OF LONG TERM DEBT
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total long-term debt | $ |
| F-18 |
13. INCOME TAXES
The
Company had
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
Year-Ended December 31, 2025 | Year-Ended December 31, 2024 | |||||||
| Federal statutory tax rate | - | % | - | % | ||||
| State tax rate, net of federal benefit | - | % | - | % | ||||
| Total federal and state tax rate | - | % | - | % | ||||
| Valuation allowance | % | % | ||||||
| Effective tax rate | % | % | ||||||
Deferred tax assets and liabilities consist of the following:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| December 31, 2025 | December 31, 2024 | |||||||
| Net deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Stock-based compensation | ||||||||
| Asset retirement obligation | ||||||||
| Capital loss carryforward | ||||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Derivative income | ||||||||
| Fixed assets | ||||||||
| Asset retirement obligation | ||||||||
| Total deferred tax liabilities | ||||||||
| Net deferred income tax assets (liabilities) | $ | $ | ||||||
| F-19 |
The
provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when
determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2025 and
the year ended December 31, 2024, based on all available objective evidence, including the existence of cumulative losses, the
Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the
Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation
allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
During the year ended December 31, 2025 and the year ended December 31, 2024, the valuation allowance changed by $
At
December 31, 2025 and December 31, 2024, the Company had available federal and state net operating loss carryforwards
(“NOLs”) to reduce future taxable income. Due to restrictions imposed by Internal Revenue Code Section 382 regarding
substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as
a result of changes in stock ownership. For federal purposes, after considering limitations under Section 382, the net operating
loss amounts available were approximately $
14. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
As a result of the change in the Company’s strategic direction, it no longer focuses on providing reclamation and restoration services to third parties.
Sales
to the Company’s two largest customers were
Accounts
receivable from the same customers were
15. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.
In connection with the Fola Mine Acquisition and the Premier-Cambrian Mine Acquisition, the Company has purchased or contractually agreed
to manage and be responsible for reclamation obligations associated with 76 permits in West Virginia and Kentucky that are backed by surety
bonds in the amount of $
16. SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent
with the Company’s internal organizational structure as well as information about services, categories, business segments and
major customers in financial statements.
| F-20 |
The two reportable segments that result from applying the aggregation criteria are as follows:
| ● | Range Land – mine land acquired, reclaimed and repurposed for next generation uses |
| ● | Range Services – services in support of reclamation and repurposing of acquired mine land |
The Company had no inter-segment sales for the periods presented.
Summarized financial information concerning the Company’s reportable segments (excluding discontinued operations) is shown below:
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT
By Categories
| Range Land | Range Services | Corporate | Total | |||||||||||||
| For the year ended December 31, 2025 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Coal royalties | $ | $ | $ | $ | ||||||||||||
| Consulting fees | ||||||||||||||||
| Total sales | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Operating income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||||||||||
| Total assets | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Accretion | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| For the year ended December 31, 2024 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Coal royalties | $ | $ | $ | $ | ||||||||||||
| Consulting fees | ||||||||||||||||
| Total sales | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Operating income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Capital expenditures for long-lived assets | $ | $ | $ | $ | ||||||||||||
| F-21 |
17. QUARTERLY DATA (UNAUDITED)
Quarterly results include all adjustments consisting of normal recurring adjustments that the Company considers necessary for the quarters presented and are not necessarily indicative of the operating results of any future period. Summarized financial information for each quarter during the years ended December 31, 2025 (as adjusted to reflect changes in asset retirement obligations and the resulting accretion expense, and the reclassification of land attributable to asset retirement costs to long-term intangible assets and the resulting amortization expense) and 2024 is below:
SCHEDULE OF FINANCIAL INFORMATION QUARTERLY DATA
Quarter ended March 31, 2025 | Quarter ended June 30, 2025 | Quarter ended September 30, 2025 | Quarter ended December 31, 2025 | |||||||||||||
| As adjusted: | ||||||||||||||||
| Revenues | $ | $ | $ | | $ | | ||||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) per share – basic and diluted | ) | ) | ||||||||||||||
Quarter ended March 31, 2024 | Quarter ended June 30, 2024 | Quarter ended September 30, 2024 | Quarter ended December 31, 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) per share – basic and diluted | ) | ) | ) | ) | ||||||||||||
| F-22 |
Exhibit 21.1
Subsidiaries
| Name | State of Incorporation | |
| CLV Azurite Land, LLC | Ohio | |
Range Bluegrass Land, LLC | Ohio | |
| Range Environmental Resources, Inc. | West Virginia | |
| Range Land, LLC | Ohio | |
| Range Minerals, LLC | Ohio | |
| Range Natural Resources, Inc. | West Virginia | |
| Range Reclaim, LLC | Ohio | |
| Range Rock Creek Land, LLC | Ohio | |
| Range Security, LLC | Ohio | |
| Range Security Resources, LLC | Ohio | |
| Range Sky View Land, LLC | Ohio | |
| Range Water, LLC | Ohio | |
| Terra Preta, LLC | Ohio |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Range Impact, Inc.:
We hereby consent to the incorporation by reference in Registration Statement on Form S-1 (File No. 333-279203) of Range Impact, Inc., the Registration Statement on Form S-8 (File No. 333-259289) of Vitality Biopharma, Inc. (now known as Range Impact, Inc.), the Registration Statement on Form S-8 (File No. 333-192398) of Stevia First Corp. (now known as Range Impact, Inc.), and the Registration Statement on Form S-8 (File No. 333-181048) of Stevia First Corp., of our report dated March 30, 2026, relating to the consolidated financial statements and financial statement schedules, which appear in this Form 10-K, for the year ended December 31, 2025.
| /s/ MEADEN & MOORE, LTD. | |
| Cleveland, Ohio | |
| March 30, 2026 |
Exhibit 31.1
CERTIFICATION
I, Michael Cavanaugh, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Range Impact, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 30, 2026
| By: | /s/ Michael Cavanaugh | |
| Michael Cavanaugh | ||
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Patricia Missal, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Range Impact, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 30, 2026
| By: | /s/ Patricia Missal | |
| Patricia Missal | ||
| Title: | Chief Financial Officer | |
| (Principal Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Michael Cavanaugh, the Chief Executive Officer of Range Impact, Inc. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Annual Report on Form 10-K for the period ended December 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of the Company.
| /s/ Michael Cavanaugh | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: March 30, 2026 |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Patricia Missal, the Chief Financial Officer of Range Impact, Inc. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Annual Report on Form 10-K for the period ended December 31, 2025, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of the Company.
| /s/ Patricia Missal | |
| Chief Financial Officer | |
| (Principal Accounting Officer) | |
| Date: March 30, 2026 |
Exhibit 95
For purposes of reporting regulatory matters under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protections Act (the “Dodd-Frank Act”), we include the following table that sets forth the total number of specific citations and orders together with the total dollar value of the proposed civil penalty assessments that were issued by the Mine Safety and Health Administration (“MSHA”) during the year ended December 31, 2025 to the Company and its subsidiaries that is a coal mine operator, by individual mine. For the years ended December 31, 2025 and 2024, none of the mines operated by the Company or our subsidiaries received written notice from MSHA of a pattern of violations under Section 104(e) of the Federal Mine Safety and Health Act of 1977, as amended (the “Mine Act”).
| Full Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| MSHA Mine ID | Operator Name | MSHA Pending Legal Actions (As of Last Day of Reporting Period) | New MSHA Dockets Commenced During Reporting Period | MSHA Dockets to Which Final Orders Were Expired (Not Appealed) During Reporting Period | Contests of Citations / Orders Referenced in Subpart B, 29 CFR Part 2700 | Contests of Proposed Penalties Referenced in Subpart C, 29 CFR Part 2700 | Complaints for Compensation Referenced in Subpart D, 29 CFR Part 2700 | Complaints for Discharge, Discrimination or Interference Referenced in Subpart E, 29 CFR Part 2700 | Applications for Temporary Relief Referenced in Subpart F, 29 CFR Part 2700 | Appeals of Judges’ Decisions or Orders to FMSHRC Referenced in Subpart H, 29 CFR Part 2700 | ||||||||||||||||||||||||||||
| 4608377 | Range Sky View Land LLC | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
For purposes of reporting regulatory matters under Section 1503(a) of the Dodd-Frank Act, we include the following table that sets forth a list of legal actions pending before the Federal Mine Safety and Heath Review Commission, including the Administrative Law Judges thereof, pursuant to the Mine Act, and other required information, for each of our subsidiaries that is a coal mine operator, by individual mine, including legal actions and other required information.
| Full Year Ended December 31, 2025 | ||||||||||||||||||||||||||||||
| MSHA Mine ID | Operator Name | Significant and Substantial Citations Issued (Section 104 of the Mine Act) | Failure to Abate Orders (Section 104(b) of the Mine Act) | Unwarrantable Failure Citations / Orders Issued (Section 104(d) of the Mine Act) | Flagrant Violations (Section 110(b)(2) of the Mine Act) | Imminent Danger Orders Issued (Section 107(a) of the Mine Act) | Dollar Value of Proposed Civil Penalty Assessments | Mining Related Fatalities | ||||||||||||||||||||||
| 4608377 | Range Sky View Land LLC. | 22 | - | - | - | - | 5,673 | - | ||||||||||||||||||||||