MLCT Malachite Innovations Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 25, 2024

 

RANGE IMPACT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-53832		75-3268988
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

200 Park Avenue, Suite 400 Cleveland, Ohio		44122
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (216) 304-6556

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock		RNGE		OTC Markets

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 25, 2024, the Board of Directors of Range Impact, Inc. (the “Company”) elected Patricia Missal as Chief Financial Officer, replacing Richard McKilligan who had previously served as the Company’s Chief Financial Officer, Counsel and Secretary. Mr. McKilligan will remain as Chief Financial Officer of Graphium Biosciences, Inc., a wholly-owned subsidiary of the Company (“Graphium”). In addition, Dr. Brandon Zipp, who had served as the Company’s Chief Science Officer, will, effective April 25, 2024, serve exclusively as the Chief Science Officer of Graphium.

 

Ms. Missal, age 55, has served as Controller of the Company since January 2023. 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.

 

In addition to her annual base salary of $225,000, Ms. Missal will be granted options under the Company’s Equity Incentive Plan to purchase an aggregate of 250,000 shares of the Company’s common stock, one-half vesting on the commencement of her duties as Chief Financial Officer and the remaining half vesting on the first anniversary of such date. The exercise price will be set at the stock closing price on April 25, 2024. The terms of such grants will be subject to the provisions of the Company’s Equity Incentive Plan and the related award agreement.

 

Item 8.01 Other Events.

 

Press Release

 

On April 26, 2024, the Company issued a press release relating to this Item 5.02 and other matters relating to the proposed restructuring of Graphium. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Portions of this Current Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
99.1		Press Release issued by the Company on April 26, 2024, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RANGE IMPACT, INC.
Dated: April 26, 2024	By:	/s/ Michael Cavanaugh
	Name:	Michael Cavanaugh
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Range Impact Transitions Two Executives to Graphium Biosciences Subsidiary as Part of Proposed Divestiture and Promotes Corporate Controller to Chief Financial Officer

 

CLEVELAND, OHIO – (April 26, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact” or “Company”), an impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in economically disadvantaged communities throughout Appalachia, announces the transition of Dr. Brandon Zipp, Chief Science Officer, and Richard McKilligan, Chief Financial Officer and Counsel, from Range Impact to Graphium Biosciences, Inc. (“Graphium”), a wholly-owned subsidiary of Range Impact, in connection with a proposed divestiture and recapitalization of Graphium. Additionally, Range Impact has promoted Patricia Missal from her role as Corporate Controller to Chief Financial Officer.

 

From 2012 to 2021, Range Impact (then known as Stevia First Corp. and subsequently as Vitality Biopharma, Inc.) was exclusively an early-stage biotech research and development company focused on the glycosylation of plant-based molecules, including stevia and cannabinoids. Dr. Zipp joined the Company in 2012 and held several key scientific positions, including Staff Scientist, Director of Research and Development, and Chief Science Officer. Mr. McKilligan also joined the Company in 2012 and held several management positions, including Controller, Counsel, and Chief Financial Officer.

 

Beginning in 2021, Range Impact expanded its corporate strategy to include impact investing businesses in Appalachia to generate positive cash flow and monetize its more than $20 million of net operating losses. In connection with this expanded business strategy, all of the Company’s legacy drug development assets (for which Dr. Zipp and Mr. McKilligan served in key leadership roles over the past decade) were transferred into Graphium in preparation for a future strategic transaction.

 

In December 2023, Range Impact engaged First Liberties Financial, an SEC-registered broker-dealer and financial advisory firm, to assist with a capital raise to fund the divestiture of Graphium. In connection with this proposed divestiture, Dr. Zipp and Mr. McKilligan agreed to transition from being Range Impact officers to Graphium officers.

 

In connection with the above-referenced transition, Ms. Missal has been appointed to serve as the Chief Financial Officer of Range Impact. Ms. Missal joined Range Impact in January 2023 as Corporate Controller and has over 25 years of executive management experience serving in key financial and operational roles for large revenue-generating operating businesses, with particular expertise in contracting businesses with remote workforces.

 

Michael Cavanaugh, Range Impact’s CEO, stated, “Dr. Zipp and Mr. McKilligan have a long history with the biotech assets of Graphium, and have made significant contributions to the development of our portfolio of glycosylated small molecules over the past decade.” Cavanaugh added, “Their transition to Graphium is a logical step given its proposed divestiture and provides the necessary leadership and continuity to ensure the successful execution of our drug development plan assuming the necessary capital is raised. Likewise, we are excited about the promotion of Patty Missal to CFO given her significant experience managing the financial functions of large revenue-generating companies, particularly those with remote workforces.”

 

 

About Range Impact, Inc.

 

Headquartered in Cleveland, Ohio, Range Impact is a public company (OTC: RNGE) dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Range Impact owns and operates several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. Range Impact takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Range Impact seeks to thoughtfully allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its shareholders.

 

Notice Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, timing of clinical trials and product development, business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

 

Range Impact, Inc.

 

Investor Relations

P: +1 (216) 304-6556

E: ir@rangeimpact.com

W: www.rangeimpact.com

 

 

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Cover	Apr. 25, 2024
Cover [Abstract]
Document Type	8-K
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Entity File Number	000-53832
Entity Registrant Name	RANGE IMPACT, INC.
Entity Central Index Key	0001438943
Entity Tax Identification Number	75-3268988
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Cleveland
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Entity Address, Postal Zip Code	44122
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RNGE
Entity Emerging Growth Company	false

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