RNGE / Range Impact, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 RANGE IMPACT, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of inco

Range Impact Reports 2Q 2025 Financial Results

Exhibit 99.1 Range Impact Reports 2Q 2025 Financial Results Cleveland, Ohio – August 14, 2025 – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reports its results for the second quarter ended June 30, 2025. Range Impact’s Quarterly Report on Form 10-Q for the quarter

Mine Safety Disclosures

Exhibit 95 Range Impact Mine Safety and Health Adminstration Data Form 10-Q for the 2Q25 Three Months Ended June 30, 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)

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): June 30, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Purchase and Sale Agreement by and between WV Reclaim Co, LLC and Range Sky View Land, LLC, effective as of June 30, 2025

Exhibit 10.1 PURCHASE AND SALE AGREEMENT by and between WV RECLAIM CO, LLC, a West Virginia limited liability company as Seller, and RANGE SKY VIEW LAND LLC, an Ohio limited liability company as Buyer, Effective as of June 30, 2025 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of June 30, 2025 (the “Effective Date”), by and between WV RECLAIM CO

Assignment and Assumption Agreement by and between AppleAtcha Land LLC and Range Sky View Land LLC, effective as of July 1, 2025

Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT (Contura Coal Mining Lease Assignment) This Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of July 1, 2025 (the “Effective Date”), by and between APPLEATCHA LAND LLC, a Delaware limited liability company (“Assignor”) and RANGE SKY VIEW LAND LLC, an Ohio limited liability company (“Assignee”, and together

Range Impact Announces Expansion of Investment in its Fola Mine Complex with Acquisition of Two Mining Permits and Two Coal Leases

Exhibit 99.1 Range Impact Announces Expansion of Investment in its Fola Mine Complex with Acquisition of Two Mining Permits and Two Coal Leases CLEVELAND, OHIO – (July 2, 2025) – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public company dedicated to acquiring, reclaiming and repurposing distressed coal mines throughout Appalachia, today announced the acquisition of two p

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land, LLC, effective as of May 30, 2025

Exhibit 10.1 TRANSACTION ADVISORY AGREEMENT This Transaction Advisory Agreement (“Agreement”) is entered into as of May 30, 2025 (“Effective Date”), by and among Range Sky View Land, LLC, an Ohio limited liability company (“Range”), AppleAtcha Land LLC, a Delaware limited liability company (“AppleAtcha”) and WV Reclaim Co, LLC, a West Virginia limited liability company (“WV Reclaim”). Range, Apple

Mine Safety Disclosures

Exhibit 95 Range Impact, Inc. Mine Safety and Health Administration Data Form 10-Q for the Three Months Ended March 31, 2025 Three Months Ended March 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) F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact nam

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Range Impact Reports 1Q 2025 Financial Results

Exhibit 99.1 Range Impact Reports 1Q 2025 Financial Results Cleveland, Ohio – May 15, 2025 – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reports its results for the first quarter ended March 31, 2025. Range Impact’s Quarterly Report on Form 10-Q for the quarter end

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): March 31, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Range Impact Announces Major Land Acquisition in West Virginia

Exhibit 99.1 Range Impact Announces Major Land Acquisition in West Virginia CLEVELAND, OHIO – (April 2, 2025) – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public company dedicated to acquiring, reclaiming and repurposing distressed coal mines throughout Appalachia, today announced the acquisition of the Fola Mine Complex located in central West Virginia, from AppleAtcha

Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land, LLC, effective as of March 31, 2025

Exhibit 10.1 PURCHASE AND SALE AGREEMENT by and among APPLEATCHA LAND, LLC, a Delaware limited liability company and WV RECLAIM CO, LLC, a West Virginia limited liability company collectively, as Seller, and RANGE SKY VIEW LAND LLC, an Ohio limited liability company as Buyer, Effective as of March 31, 2025 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered i

Second Amended and Restated Revolving Promissory Note, dated as December 20, 2024, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000.

Exhibit 10.13 SECOND AMENDED AND RESTATED REVOLVING COLLATERAL NOTE June 20, 2023, as amended and restated, Independence, Ohio $1,000,000.00 November 1, 2023, as amended and restated, effective December 31, 2024, Executed December..20, 2024 FOR VALUE RECEIVED, each of the undersigned, jointly and severally, absolutely and unconditionally promises to pay not later than DECEMBER 31, 2025 (“Maturity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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. 000-53832 RANGE IMPACT, INC. (Exact nam

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation CLV Azurite Land, LLC Ohio Collins Building & Contracting, Inc. Graphium Biosciences, Inc. (sold) West Virginia Nevada Range Environmental Resources, Inc. West Virginia Range Land, LLC Range Minerals, LLC Range Natural Resources, Inc. Ohio Ohio West Virginia Range Reclaim, LLC Range Rock Creek Land, LLC Range Security, LLC Range Security Resour

Mine Safety Disclosures

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, 2023 to the Company and its subsidiaries that is a coal mine operator, by individual mine.

Policy on Insider Trading and Confidentiality

Exhibit 19 MALACHITE INNOVATIONS INC. POLICY ON INSIDER TRADING AND CONFIDENTIALITY Adopted and Approved May 24, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other individuals with access to Malachite Innovations Inc. (“Company”), the Company has adopted the policies and procedures described in this Policy. This Poli

RANGE IMPACT, INC. 33,166,670 Shares of Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus dated December 31, 2024) Filed Pursuant to Rule 424(b)(3) Registration No.

Second Amended and Restated Revolving Promissory Note, dated as of December 20, 2024, made by the Company, in favor of Independence Bank in the amount of $1,000,000

Exhibit 10.12 SECOND AMENDED AND RESTATED REVOLVING PROMISSORY NOTE November 30, 2022, as amended and restated, Independence, Ohio $1,000,000.00 November 30, 2023, as amended and restated, effective November 30, 2024, executed December 20, 2024 FOR VALUE RECEIVED, the undersigned, RANGE IMPACT, INC., successor by merger to Malachite Innovations, Inc., a Nevada corporation, licensed to transact bus

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 21, 2025 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of inc

Securities Purchase Agreement, dated as of January 21, 2025, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 23, 2025.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 21, 2025, between Range Impact, Inc., a Nevada corporation (the “Company”), and Tower IV, LLC, an Ohio limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 19

RANGE IMPACT, INC. 33,166,670 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-279203 RANGE IMPACT, INC. PROSPECTUS 33,166,670 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of shares (the “Shares”) of our Common Stock, par value $0.001 per share (“Common Stock”), by the selling stockholders listed in the section of this prospectus entitled “Selling Stockholders” (th

Howard Groedel

Howard Groedel Partner DIRECT 216.583.7118 DIRECT FAX 216.583.7119 EMAIL [email protected] December 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Range Impact, Inc. Registration Statement on Form S-1 (File No. No. 333-279203) BOCA RATON CHICAGO CINCINNATI CLAYTON, MO CLEVELAND COLUMBUS, OH NEW YORK SO. ILLINOIS ST. LOUIS WASHINGTON, DC U

December 23, 2024

December 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Withdrawal of Request for Acceleration of Effectiveness Range Impact, Inc. Registration Statement on Form S-1 File Number 333-279203 Ladies and Gentlemen: As a follow-up to the undersigned’s telephone conversation with the Staff on December 20, 2024, on

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Range Impact, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par valu

December 20, 2024

December 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Range Impact, Inc. Registration Statement on Form S-1 (File No. No. 333-279203) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended, Range Impact, Inc. hereby respectfully requests that the effective date of the above-captioned Registration State

As filed with the Securities and Exchange Commission on December 20, 2024

As filed with the Securities and Exchange Commission on December 20, 2024 Registration No.

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Range Impact, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par valu

As filed with the Securities and Exchange Commission on December 19, 2024

As filed with the Securities and Exchange Commission on December 19, 2024 Registration No.

Howard Groedel

Howard Groedel Partner DIRECT 216.583.7118 DIRECT FAX 216.583.7119 EMAIL [email protected] December 4, 2024 VIA EDGAR AND OVERNIGHT DELIVERY Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Ruairi Regan Re: RANGE IMPACT, INC. Amendment No. 1 to Registration Statement on Form S-1 Filed No

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Range Impact, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par valu

As filed with the Securities and Exchange Commission on December 4, 2024

As filed with the Securities and Exchange Commission on December 4, 2024 Registration No.

Mine Safety Disclosures

Exhibit 95 Range Impact Mine Safety and Health Adminstration Data Form 10-Q for the 3Q24 Full Quarter Ended September 30, 2024 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 Natural Resources, Inc.

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Range Impact, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par valu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact

As filed with the Securities and Exchange Commission on November 14, 2024

As filed with the Securities and Exchange Commission on November 14, 2024 Registration No.

November 14, 2024

Howard Groedel Partner DIRECT 216.583.7118 DIRECT FAX 216.583.7119 EMAIL [email protected] November 14, 2024 VIA EDGAR AND OVERNIGHT DELIVERY Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Ruairi Regan Re: Response to comments to RANGE IMPACT, INC. Registration Statement on Form S-1 Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 7, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of inc

Bylaws of Range Impact, Inc. effective as of November 7, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2024)

Exhibit 3.1 BYLAWS OF RANGE IMPACT, INC. Article 1. Corporate Offices SECTION 1.1 Registered Office. The registered office of the Corporation shall be at the offices of Paracorp, Incorporated, 318 Carson Street #208, Carson City, NV 89701. SECTION 1.2 Other Offices. The Board of Directors may at any time establish other offices at any place or places where the Corporation is qualified to do busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPAC

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): June 19, 2024 RANGE IMPACT, INC.

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): June 19, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Mine Safety Disclosures

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 quarter ended June 30, 2024 to the Company and its subsidiaries that is a coal mine operator, by individual mine.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact na

Mine Safety Disclosures

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 quarter ended March 31, 2024 to the Company and its subsidiaries that is a coal mine operator, by individual mine.

DIRECT FAX

DIRECT DIRECT FAX EMAIL Howard Groedel Partner 216.583.7118 216.583.7119 [email protected] October 15, 2024 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Ruari Regan and David Link Office of Real Estate & Construction Re: Range Impact, Inc. Amendment No. 1

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): September 30, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of i

Stock Purchase Agreement, dated September 30, 2024, by and between the Company and Placer Biosciences Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2024.)

Exhibit 10.1 STOCK PURCHASE AGREEMENT between RANGE IMPACT, INC. and PLACER BIOSCIENCES INC. dated as of SEPTEMBER 30, 2024 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of September 30, 2024, is entered into between Range Impact, Inc., a Nevada corporation (“Seller”), and Placer Biosciences Inc., a Delaware corporation (“Buyer”). Capitalized terms used in thi

Range Impact Announces Sale of Cannabinoid Drug Development Business

Exhibit 99.1 Range Impact Announces Sale of Cannabinoid Drug Development Business CLEVELAND, OHIO – (October 2, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact” or the “Company”), a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing, announced the sale of its cannabinoid drug development business

Asset Purchase Agreement, dated August 22, 2024 by and among the Company, Haney’s Equipment, LLC, Collins Reclamation, LLC, R L Collins, LLC, Braxton Materials, LLC and Collins Building & Contracting, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2024.)

Exhibit 10.1 ASSET PURCHASE AGREEMENT dated as of August 22, 2024 by and among Haney’s Equipment, LLC and Collins Reclamation, LLC and R L Collins, LLC and Braxton Materials, LLC and Collins Building & Contracting, Inc. TABLE OF CONTENTS Article I Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 5 Section 1.03 Interpretation 5 Article II Purchase and Sale 5 Section 2.01 Purchase

Pro Forma Financial Statements

Exhibit 10.2 RANGE IMPACT, INC. AND SUBSIDIARIES Pro Forma Consolidated Balance Sheet - Unaudited June 30, 2024 As Filed Pro Forma Adjustments Pro Forma Assets Current Assets Cash $ 123,713 $ - $ 123,713 Accounts receivable 4,388,785 - 4,388,785 Contract assets 1,374,962 - 1,374,962 Inventory 725,429 - 725,429 Prepaid expenses 42,204 - 42,204 Total Current Assets 6,655,093 - 6,655,093 Long-Term As

Range Impact Announces Sale of Non-Core Assets as Part of Strategic Plan

Exhibit 99.1 Range Impact Announces Sale of Non-Core Assets as Part of Strategic Plan CLEVELAND, OHIO – (August 28, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact” or the “Company”), a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing, announced the sale of non-core assets as part of its strateg

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of inco

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact name

Range Impact Reports 2Q 2024 Financial Results

Exhibit 99.1 Range Impact Reports 2Q 2024 Financial Results CLEVELAND, OHIO – (August 14, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reported its results for the second quarter ended June 30, 2024. Range Impact’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2

Amended and Restated Revolving Promissory Note, dated as December 4, 2023, made by the Company, in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).

Exhibit 10.12

Revolving Collateral Note, dated as June 16, 2023, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K/A filed with the SEC on August 8, 2024.)

Exhibit 10.13

Revolving Collateral Note, dated as June 16, 2023, made by Range Environmental Resources, Inc. and Range Natural Resources, Inc., in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).

Exhibit 10.13

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation CLV Azurite Land, LLC Ohio Collins Building & Contracting, Inc. Graphium Biosciences, Inc. West Virginia Nevada Range Environmental Resources, Inc. West Virginia Range Land, LLC Range Minerals, LLC Range Natural Resources, Inc. Ohio Ohio West Virginia Range Reclaim, LLC Range Security, LLC Range Security Resources, LLC Ohio Ohio Ohio Range Wate

Secured Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,000,000 (Incorporated by reference to Exhibit 10.15 to the registrant’s Form 10-K/A filed with the SEC on August 8, 2024.)

Exhibit 10.15

Amended and Restated Revolving Promissory Note, dated as December 4, 2023, made by the Company, in favor of Independence Bank in the amount of $1,000,000 (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K/A filed with the SEC on August 8, 2024.)

Exhibit 10.12

Secured Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,000,000 (Incorporated by reference to Exhibit 10.15 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).

Exhibit 10.15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPAC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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. 000-53832 RANGE IMPAC

Mine Safety Disclosures

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, 2023 to the Company and its subsidiaries that is a coal mine operator, by individual mine.

Secured Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,035,250 (Incorporated by reference to Exhibit 10.14 to the registrant’s Form 10-Q/A for the period ending March 31, 2024 filed on August 8, 2024).

Exhibit 10.14

BOCA RATON CHICAGO CINCINNATI CLAYTON, MO CLEVELAND COLUMBUS, OH NEW YORK SO. ILLINOIS ST. LOUIS WASHINGTON, DC

Howard Groedel Partner DIRECT 216.583.7118 DIRECT FAX 216.583.7119 EMAIL [email protected] August 8, 2024 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Ruari Regan and David Link Office of Real Estate & Construction Re: Range Impact, Inc. Annual Report on F

Secured Promissory Note, dated August 31, 2023, made by Collins Building and Contracting, Inc., in favor or Roger Collins in the principal amount of $2,035,250. (Incorporated by reference to Exhibit 10.14 to the registrant’s Form 10-K/A filed with the SEC on August 8, 2024.)

Exhibit 10.14

Securities Purchase Agreement, dated as of June 17, 2024, between the Company and Continental Heritage Holding Company LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2024.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 17, 2024, between Range Impact, Inc., a Nevada corporation (the “Company”), and Continental Heritage Holding Company LLC, a Florida limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): June 17, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 15, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 RANGE IMPACT, INC. (Exact nam

Range Impact Reports 1Q 2024 Financial Results

Exhibit 99.1 Range Impact Reports 1Q 2024 Financial Results CLEVELAND, OHIO – (May 15, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reported its results for the first quarter ended March 31, 2024. Range Impact’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202

Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Range Impact, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par valu

As filed with the Securities and Exchange Commission on May 8, 2024

As filed with the Securities and Exchange Commission on May 8, 2024 Registration No.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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 Nu

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

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): March 29, 2024 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Range Impact Reports 4Q 2023 and Full Year 2023 Financial Results

Exhibit 99.1 Range Impact Reports 4Q 2023 and Full Year 2023 Financial Results CLEVELAND, OHIO – (March 29, 2024) – Range Impact, Inc. (OTC: RNGE) (“Range Impact”), a public impact investing company dedicated to acquiring, reclaiming and repurposing mine sites in Appalachia, reported its results for the fourth quarter and fiscal year ended December 31, 2023. Range Impact’s Annual Report on Form 10

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation CLV Azurite Land, LLC Ohio Collins Building & Contracting, Inc. Graphium Biosciences, Inc. West Virginia Nevada Range Environmental Resources, Inc. West Virginia Range Land, LLC Range Minerals, LLC Range Natural Resources, Inc. Ohio Ohio West Virginia Range Reclaim, LLC Range Security, LLC Range Security Resources, LLC Ohio Ohio Ohio Range Wate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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. 000-53832 RANGE IMPACT, INC. (Exact nam

Securities Purchase Agreement, dated as of December 21, 2023, between the Company and the purchasers noted thereon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2023.)

Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 21, 2023, between Range Impact, Inc., a Nevada corporation (the “Company”), and [INVESTOR], a [ENTITY] (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): December 21, 2023 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of in

Range Impact Announces $1.7 Million Capital Raise Led by Strategic Investors

Exhibit 99.1 Range Impact Announces $1.7 Million Capital Raise Led by Strategic Investors CLEVELAND, OHIO – (December 21, 2023) – Range Impact, Inc. (OTC: RNGE) (“Range Impact”), a public company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing, announced the closing of a $1,700,000 capital raise. Capital Raise The

Articles of Merger, dated as of December 14, 2023.

Exhibit 3.1.5

Plan of Merger, dated October 18, 2023 by Malachite Innovations (Incorporated by reference to Exhibit 2.1.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2023.)

Exhibit 2.1.1 PLAN OF MERGER THIS PLAN OF MERGER is adopted, made and entered into as of October 18, 2023 (this “Plan of Merger”) by Malachite Innovations, Inc., a Nevada corporation (“Parent”), in accordance with Section 92A.180 of the Nevada Revised Statutes (“NRS”). 1. Parent and Subsidiary. Range Impact, Inc., a Nevada corporation (“Merger Sub”), is a wholly-owned subsidiary of Parent. 2. Merg

Other Events, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): December 14, 2023 RANGE IMPACT, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of in

Malachite Innovations Changes its Name to Range Impact and Adopts New Ticker Symbol “RNGE”

Exhibit 99.1 Malachite Innovations Changes its Name to Range Impact and Adopts New Ticker Symbol “RNGE” CLEVELAND, OHIO – (December 14, 2023) – Malachite Innovations, Inc. announces that it has changed its name to Range Impact, Inc. (“Range Impact”) and adopted a new ticker symbol “RNGE” for the trading of its common stock on the OTC Markets to better align its public company name with its mission

Financial Statements

Exhibit 99.1 Financial Statements Page Independent Auditor’s Report F-2 Balance Sheets as of December 31, 2022 and December 31, 2021 F-4 Statements of Operations for the years ended December 31, 2022 and December 31, 2021 F-5 Statements of Stockholders’ Equity for the years ended December 31, 2022 and December 31, 2021 F-6 Statements of Cash Flows for the years ended December 31, 2022 and December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, IN

MALACHITE INNOVATIONS REPORTS THIRD QUARTER 2023 RESULTS

Exhibit 99.1 MALACHITE INNOVATIONS REPORTS THIRD QUARTER 2023 RESULTS CLEVELAND, OHIO – (November 14, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”), a public company focused on improving the health and wellness of people and the planet, reported its results for the quarter ended September 30, 2023. Malachite’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2

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): November 14, 2023 MALACHITE INNOV

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): November 14, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Emplo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commis

Malachite Innovations, Inc. and Subsidiaries Summary of Unaudited Pro Forma Consolidated Financial Information

Exhibit 99.2 Malachite Innovations, Inc. and Subsidiaries Summary of Unaudited Pro Forma Consolidated Financial Information On August 31, 2023, Malachite Innovations, Inc. (the “Company”), completed its acquisition of Collins Building & Contracting, Inc. (Collins Building”) (such acquisition referred to as the “Acquisition”) in exchange for (a) cash consideration of $1,000,000 (subject to certain

VBIO / Vitality Biopharma Inc / Indemnity National Insurance Co Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Malachite Innovations, Inc. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 56089M107 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commu

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 30, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employ

Form Warrant Exchange Agreement, effective as of October 30, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023.)

Exhibit 10.1 FORM OF WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”), effective as of October 30, 2023, is by and between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and the undersigned warrantholder (the “Holder”). RECITALS: WHEREAS, the Holder currently of warrant(s) to purchase, in the aggregate, that number of shares of Common Stock of the C

Secured Promissory Note dated August 31, 2023, by the Company in favor of Roger L. Collins, Jr. Schedules and exhibits to this document are omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Exhibit 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPT

Stock Purchase Agreement dated August 31, 2023, by and between the Company and Mr. Roger L. Collins, Jr. Schedules and exhibits to this document are omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Exhibit 10.1 STOCK PURCHASE AGREEMENT by and between ROGER L. COLLINS, JR., individually and MALACHITE INNOVATIONS, INC., a Nevada corporation Dated as of August 31, 2023 TABLE OF CONTENTS ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions. 3 Section 1.2 Additional Definitions. 14 ARTICLE 2 PURCHASE AND SALE OF THE SHARES 15 Section 2.1 Basic Transaction. 15 Section 2.2 Closing Transactions.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employe

Secured Promissory Note dated August 31, 2023, by the Company in favor of Roger L. Collins, Jr. Schedules and exhibits to this document are omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPT

MALACHITE INNOVATIONS ANNOUNCES CLOSING THE ACQUISITION OF ITS THIRD RECLAMATION BUSINESS IN WEST VIRGINIA

Exhibit 99.1 MALACHITE INNOVATIONS ANNOUNCES CLOSING THE ACQUISITION OF ITS THIRD RECLAMATION BUSINESS IN WEST VIRGINIA CLEVELAND, OHIO – (September 5, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”) announces the closing of its acquisition of Collins Building & Contracting, Inc. (“Collins Building”), an environmental services business that primarily focuses on the reclamation o

Securities Purchase Agreement, dated as of August 24, 2023, between the Company and the purchasers noted thereon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2023.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 24, 2023, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and [x], [an individual/corporation/x] (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 24, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employe

VBIO / Vitality Biopharma Inc / Indemnity National Insurance Co Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Malachite Innovations, Inc. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 56089M107 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Commu

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

MALACHITE INNOVATIONS REPORTS SECOND QUARTER 2023 RESULTS

Exhibit 99.1 MALACHITE INNOVATIONS REPORTS SECOND QUARTER 2023 RESULTS CLEVELAND, OHIO – (August 1, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”), a public company focused on improving the health and wellness of people and the planet, reported its results for the quarter ended June 30, 2023. Malachite’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 was file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, INC. (E

MALACHITE INNOVATIONS REPORTS FIRST QUARTER 2023 RESULTS

Exhibit 99.1 MALACHITE INNOVATIONS REPORTS FIRST QUARTER 2023 RESULTS CLEVELAND, OHIO – (May 31, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite”), a public company focused on improving the health and wellness of people and the planet, reported its results for the quarter ended March 31, 2023. Malachite’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 was filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 MALACHITE INNOVATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, INC. (

MALACHITE INNOVATIONS ANNOUNCES CAPITAL RAISE LED BY BERNIE KOSAR, EDWARD FEIGHAN AND TWO OUTSIDE PRIVATE INVESTMENT FIRMS

Exhibit 99.1 MALACHITE INNOVATIONS ANNOUNCES CAPITAL RAISE LED BY BERNIE KOSAR, EDWARD FEIGHAN AND TWO OUTSIDE PRIVATE INVESTMENT FIRMS CLEVELAND, OHIO – (April 13, 2023) – MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (“Malachite” or “Company”), a public company focused on improving the health and wellness of people and the planet, announced the closing of a $410,000 capital raise. Capital Raise T

Form of Warrant dated April 11, 2023, between the Company and the Purchasers

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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 11, 2023 MALACHITE INNOVATI

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 11, 2023 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

Securities Purchase Agreement, dated as of April 11, 2023, between the Company and the purchasers noted thereon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2023.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 11, 2023, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and [x], [an individual/corporation/x] (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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. 000-53832 MALACHITE INNOVATIONS, INC. (

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation Aether Credit Ventures, Inc. Ohio Daedalus Ecosciences, Inc. Nevada Graphium Biosciences, Inc. Nevada NextGen AgriTech, Inc. Ohio Pristine Stream Ventures, Inc. Ohio Range Environmental Resources, Inc. West Virginia Range Natural Resources, Inc. West Virginia Range Security Resources, Inc. Ohio Terra Preta, Inc. Ohio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, INC. (E

Financial Statements

Exhibit 99.1 Financial Statements Page Independent Auditor?s Report F-2 Balance Sheets as of December 31, 2021 and December 31, 2020 F-3 Statements of Operations for the years ended December 31, 2021 and December 31, 2020 F-4 Statements of Stockholders? Equity for the years ended December 31, 2021 and December 31, 2020 F-5 Statements of Cash Flows for the years ended December 31, 2021 and December

Malachite Innovations, Inc. and Subsidiaries Summary of Unaudited Pro Forma Consolidated Financial Information

Exhibit 99.2 Malachite Innovations, Inc. and Subsidiaries Summary of Unaudited Pro Forma Consolidated Financial Information On May 11, 2022, Malachite Innovations, Inc. (the ?Company?), completed its acquisition of Range Environmental Resources, Inc. (?Range Environmental?) (such acquisition referred to as the ?Acquisition?). Pursuant to the terms of a share purchase agreement (the ?Purchase Agree

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commissio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employe

Securities Purchase Agreement, dated August 26, 2022, between the Company and HTGT Enterprises, LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 29, 2022.)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is dated as of August 26, 2022, between Malachite Innovations, Inc., a Nevada corporation (the ?Company?), and HTGT Enterprises LLC, an Ohio limited liability company (the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53832 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN☐ Form ☐ N-CSR CUSIP NUMBER 92849B107 For the Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employe

Separation Agreement dated July 12, 2022, by and among the Company, Daedalus Ecosciences, Range Environmental Resources, Range Natural Resources, Joshua Justice and Christine Justice

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this ?Agreement?) is entered into by and between, and shall inure to the benefit of and be binding upon, Joshua Justice (?Shareholder?), Christine Justice (?Ms. Justice?) (collectively, the ?Justices?), on one side, and Daedalus Ecosciences, Inc. (?Daedalus?), Malachite Innovations, Inc., (?Malachite?), Range Environmental Resources, Inc

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 12, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

VBIO / Vitality Biopharma Inc / Indemnity National Insurance Co Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MALACHITE INNOVATIONS, INC. (Name of Issuer) Common Stock, Par Value $0.001 per share (Title of Class of Securities) 56089M107 (CUSIP Number) 5/11/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

VBIO / Vitality Biopharma Inc / Loconti Joseph E. Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) * Malachite Innovations, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849B107 (CUSIP Number) Howard Groedel, 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000 (Name, Address and Telephone N

Securities Purchase Agreement, dated May 10, 2022, between the Company and Indemnity National Insurance Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2022.)

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 10, 2022, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and Indemnity National Insurance Company, a Mississippi corporation (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Se

Securities Purchase Agreement, dated May 11, 2022, by and among the Company, Daedalus Ecosciences, Range Environmental Resources, Range Natural Resources, Jeremy Starks and Joshua Justice (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2022.)

EX-10.3 4 ex10-3.htm Exhibit 10.3 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made as of this 11th day of May, 2022 (the “Effective Date”), by and among Daedalus Ecosciences, Inc., a Nevada corporation (“Buyer”), Malachite Innovations, Inc., a Nevada corporation (“Malachite”, and together with Buyer, the “Buyer Entities”), Jeremy Starks and Joshua Justice (each ind

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Results of Operations and Financial Condition, Other Events, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer o

Securities Purchase Agreement, dated May 10, 2022, between the Company and Tower IV, LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2022.)

EX-10.2 3 ex10-2.htm Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 10, 2022, between Malachite Innovations, Inc., a Nevada corporation (the “Company”), and Tower IV LLC, an Ohio limited liability company (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of

MALACHITE INNOVATIONS ANNOUNCES CLOSING OF $3.0 MILLION CAPITAL RAISE AND INITIAL ESG ACQUISITIONS

Exhibit 99.1 MALACHITE INNOVATIONS ANNOUNCES CLOSING OF $3.0 MILLION CAPITAL RAISE AND INITIAL ESG ACQUISITIONS CLEVELAND, OHIO ? (May 13, 2022) ? MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (?Malachite?) announces the closing of a $3.0 million capital raise and purchase of 80% of the common stock of Range Environmental Resources, Inc. (?Range Environmental Resources?) and Range Natural Resources

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☐ 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 April 1, 2021 to December 31, 2021 Commission File No. 000-53832 MALACHITE INNOV

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation Graphium Biosciences, Inc. Nevada Daedalus Ecosciences, Inc. Nevada

Other Events, Financial Statements and Exhibits

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): March 15, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

MALACHITE INNOVATIONS ANNOUNCES SIGNED LETTER OF INTENT WITH RANGE ENVIRONMENTAL RESOURCES, INC.

Exhibit 99.1 MALACHITE INNOVATIONS ANNOUNCES SIGNED LETTER OF INTENT WITH RANGE ENVIRONMENTAL RESOURCES, INC. 15 MAR 2022 / PRESS RELEASE CLEVELAND, OHIO ? (March 15, 2022) ? MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (?Malachite?) announces that it has entered into a non-binding letter of intent (the ?Letter of Intent?) with the owners of Range Environmental Resources, Inc. (?Range?), a West Vi

LETTER OF INTENT

EX-99.2 3 ex99-2.htm Exhibit 99.2 LETTER OF INTENT This letter of intent (“Letter of Intent”), dated as of March 15, 2022, is entered into by and among Malachite Innovations, Inc., a Nevada corporation (“Malachite”) and the holders of all of the issued and outstanding shares of common stock of Range Environmental Resources, Inc., a West Virginia corporation (“Range”) as set forth on the signature

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 9, 2022 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

MALACHITE INNOVATIONS ANNOUNCES TWO GRANTED U.S. PATENTS AND NEW PCT PATENT FILING

Exhibit 99.1 MALACHITE INNOVATIONS ANNOUNCES TWO GRANTED U.S. PATENTS AND NEW PCT PATENT FILING CLEVELAND, OHIO ? (December 28, 2021) ? MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) announces that its wholly-owned drug development subsidiary, Graphium Biosciences, Inc., has been granted two patents by the U.S. Patent and Trademark Office (USPTO) for its cannabinoid glycoside prodrug, and has filed

Financial Statements and Exhibits, Other Events

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): December 28, 2021 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Emplo

Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)

Exhibit 3.2.3 BYLAWS OF MALACHITE INNOVATIONS, INC. Article 1. Corporate Offices SECTION 1.1 Registered Office. The registered office of the Corporation shall be at the offices of Paracorp, Incorporated, 318 Carson Street #208, Carson City, NV 89701. SECTION 1.2 Other Offices. The Board of Directors may at any time establish other offices at any place or places where the Corporation is qualified t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 MALACHITE INNOVATIONS, IN

VITALITY BIOPHARMA ADOPTS NEW NAME – MALACHITE INNOVATIONS, INC. New Corporate Name Reflects Company’s Expanded Business Strategy, Corporate Restructuring, and Other Corporate Changes

EX-99.1 4 ex99-1.htm Exhibit 99.1 VITALITY BIOPHARMA ADOPTS NEW NAME – MALACHITE INNOVATIONS, INC. New Corporate Name Reflects Company’s Expanded Business Strategy, Corporate Restructuring, and Other Corporate Changes 12 OCT 2021 / PRESS RELEASE CLEVELAND, OHIO – (October 12, 2021) – Vitality Biopharma, Inc. has changed its name to MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (pronounced “mal-a-ki

Other Events, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 12, 2021 MALACHITE INNOVATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employ

Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)

EX-2.1.1 2 ex2-11.htm Exhibit 2.1.1 PLAN OF MERGER THIS PLAN OF MERGER is adopted, made and entered into as of September 30, 2021 (this “Plan of Merger”) by Vitality Biopharma, Inc., a Nevada corporation (“Parent”), in accordance with Section 92A.180 of the Nevada Revised Statutes (“NRS”). 1. Parent and Subsidiary. Malachite Innovations, Inc., a Nevada corporation (“Merger Sub”), is a wholly-owned

Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 3.1.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)

EX-3.1.5 3 ex3-15.htm Exhibit 3.1.5

As filed with the Securities and Exchange Commission on September 3, 2021

As filed with the Securities and Exchange Commission on September 3, 2021 Registration No.

Vitality Biopharma, Inc. 2021 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the registrant’s Registration Statement on Form S-8 filed with the SEC on September 3, 2021.)

EX-99.1 4 ex99-1.htm Exhibit 99.1 VITALITY BIOPHARMA, INC. 2021 STOCK INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the i

Other Events, Financial Statements and Exhibits

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): September 2, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

VITALITY BIOPHARMA, INC. 12,500,000 Shares of Common Stock issuable under the Securities Purchase Agreement (defined below) 12,500,000 Shares of Common Stock issuable upon exercise of Warrants

Filed pursuant to Rule 424(b)(1) Registration Nos. 333-259010 VITALITY BIOPHARMA, INC. PROSPECTUS 12,500,000 Shares of Common Stock issuable under the Securities Purchase Agreement (defined below) 12,500,000 Shares of Common Stock issuable upon exercise of Warrants This Prospectus relates to the resale, from time to time, of up to an aggregate of 25,000,000 shares of our Common Stock, par value $0

VITALITY BIOPHARMA ANNOUNCES EFFECTIVE S-1 REGISTRATION STATEMENT AND DTC ELIGIBILITY

EX-99.1 2 ex99-1.htm Exhibit 99.1 VITALITY BIOPHARMA ANNOUNCES EFFECTIVE S-1 REGISTRATION STATEMENT AND DTC ELIGIBILITY 2 SEP 2021 / PRESS RELEASE CLEVELAND, OHIO – (September 2, 2021) – Vitality Biopharma, Inc. (OTC Mkts: VBIO) (“Vitality” or the “Company”), an innovation-driven drug development company dedicated to unlocking the therapeutic powers of cannabinoids, today announced that the Securi

September 1, 2021

CORRESP 1 filename1.htm September 1, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Vitality Biopharma, Inc. Registration Statement on Form S-1 (File No. 333-259010) Ladies and Gentlemen: In accordance with Rule 461 of the Securities Act of 1933, as amended, Vitality Biopharma, Inc. hereby respectfully requests that the effective date of the ab

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).

Exhibit 10.10 FORM OF COMMON STOCK PURCHASE WARRANT Vitality Biopharma, Inc. Warrant No.: [x] Warrant Shares: [x] Initial Issuance Date: [One Business Day after Closing] THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, TRITON FUNDS LP (including any permitted and registered assigns, the ?Holder?), is entitled, upon the terms and subject to the limitations on e

Securities Purchase Agreement, dated as of August 19, 2021, by and between the registrant, Triton Funds, LP and Triton Funds, LLC (Incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).

EX-10.9 3 ex10-9.htm Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”), dated as of August 19, 2021 (the “Execution Date”), is entered into by and between VITALITY BIOPHARMA, INC., a Nevada corporation (the “Company”), TRITON FUNDS LP, a Delaware limited partnership (the “Investor”), and, solely for purposes of the Guarantee under Section 8.5, TRITON F

As filed with the Securities and Exchange Commission on August 31, 2021

As filed with the Securities and Exchange Commission on August 31, 2021 No. 333-259010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 8731 75-3268988 (State or other jurisdiction of incorporation or organization) (Primary

Securities Purchase Agreement, dated August 19, 2021 by and between Triton Funds LP and the registrant.

EX-10.9 3 ex10-9.htm Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”), dated as of August 19, 2021 (the “Execution Date”), is entered into by and between VITALITY BIOPHARMA, INC., a Nevada corporation (the “Company”), TRITON FUNDS LP, a Delaware limited partnership (the “Investor”), and, solely for purposes of the Guarantee under Section 8.5, TRITON F

Form of Warrant.

EX-10.10 4 ex10-10.htm Exhibit 10.10 FORM OF COMMON STOCK PURCHASE WARRANT Vitality Biopharma, Inc. Warrant No.: [x] Warrant Shares: [x] Initial Issuance Date: [One Business Day after Closing] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, TRITON FUNDS LP (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject

As filed with the Securities and Exchange Commission on August 23, 2021

As filed with the Securities and Exchange Commission on August 23, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 8731 75-3268988 (State or other jurisdiction of incorporation or organization) (Primary Standar

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2021 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of

VITALITY BIOPHARMA ENTERS INTO $5 MILLION EQUITY LINE FINANCING RELATIONSHIP WITH INSTITUTIONAL INVESTOR

EX-99.1 2 ex99-1.htm Exhibit 99.1 VITALITY BIOPHARMA ENTERS INTO $5 MILLION EQUITY LINE FINANCING RELATIONSHIP WITH INSTITUTIONAL INVESTOR 20 AUG 2021 / PRESS RELEASE CLEVELAND, OHIO – (August 20, 2021) – Vitality Biopharma, Inc. (VBIO) (“Vitality” or the “Company”), an innovation-driven drug development company dedicated to unlocking the therapeutic powers of cannabinoids, today announced that th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, INC. (Exac

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer o

FDA GRANTS VITALITY BIOPHARMA ORPHAN DRUG DESIGNATION FOR VBX-100 PRODRUG

EX-99.1 2 ex99-1.htm Exhibit 99.1 FDA GRANTS VITALITY BIOPHARMA ORPHAN DRUG DESIGNATION FOR VBX-100 PRODRUG 10 AUG 2021 / PRESS RELEASE CLEVELAND, OHIO – (August 10, 2021) – Vitality Biopharma, Inc. (VBIO) (“Vitality” or the “Company”), an innovation-driven drug development company dedicated to unlocking the therapeutic powers of cannabinoids, today announced that the U.S. Food and Drug Administra

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of

Letter from Michael Cavanaugh to the Company’s Shareholders

EX-20.1 2 ex20-1.htm Exhibit 20.1 To the Shareholders of Vitality Biopharma, Inc.: In October 2018, Vitality raised $8.5 million of financing to advance its drug development program and acquire a Beverly Hills-based addiction clinic with the strategy of converting it into a cannabis-based treatment center for opioid dependent patients. Two weeks after the closing of this financing transaction and

Other Events, Financial Statements and Exhibits

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): June 21, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive P

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): June 10, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission Fi

Letter from Weinberg and Co., P.A. to the Securities and Exchange Commission

Exhibit 16.1 June 16, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Vitality Biopharma Inc.?s Form 8-K dated June 16, 2021, and agree with the statements made in Item 4.01(a). We have no basis to agree or disagree with other statements of the registrant contained therein. Yours truly, /s/ Weinberg & Company, P.A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 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. 000-53832 VITALITY BIOPHARMA, INC. (Ex

Other Events

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): March 9, 2021 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, I

Vitality Biopharma Retains DelMorgan & Co. to Explore Strategic Alternatives

Exhibit 99.1 Vitality Biopharma Retains DelMorgan & Co. to Explore Strategic Alternatives September 25, 2020 CLEVELAND, OHIO – (September 25,2020) – Vitality Biopharma, Inc. (OTCQB: VBIO) (“Vitality” or the “Company”), a drug development company dedicated to unlocking the unique therapeutic powers of cannabinoids, today announced that it has retained DelMorgan & Co., an internationally recognized

Employment Agreement between the Company and Richard McKilligan, dated September 24, 2020 (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on September 25, 2020.)

EX-10.2 3 ex10-2.htm Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated September 24, 2020 (the “Commencement Date”), is between Vitality Biopharma, Inc., a Nevada corporation (the “Company”) and Richard McKilligan, an individual (“Executive”). 1. Position and Responsibilities (a) Position. Executive is employed by the Company to render services to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): September 24, 2020 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commissi

Employment Agreement between the Company and Dr. Brandon Zipp, dated September 24, 2020 (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 25, 2020.)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”), dated September 24, 2020 (the “Commencement Date”), is between Vitality Biopharma, Inc., a Nevada corporation (the “Company”) and Brandon Zipp, an individual (“Executive”). 1. Position and Responsibilities (a) Position. Executive is employed by the Company to render services to the Company in the positio

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, INC. (

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 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. 000-53832 VITALITY BIOPHARMA, INC. (Ex

Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2020 Vitality Biopharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-53832 75-32689

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

8-K 1 form8-k.htm 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 21, 2020 Vitality Biopharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-53832 75-326

STVF / Stevia First Corp. 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VI

VBIO / Vitality Biopharma, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, I

VBIO / Vitality Biopharma, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, INC. (

VBIO / Vitality Biopharma, Inc. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 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. 000-53832 VITALITY BIOPHARMA, INC. (Ex

VBIO / Vitality Biopharma, Inc. NT 10-K - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53832 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR CUSIP NUMBER 92849B107 For the Period Ended: March 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

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

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): June 27, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of

Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

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): June 14, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer of

Vitality Biopharma Welcomes New Executive Management Team – Appointment of Current Director Michael Cavanaugh as Interim Chief Executive Officer – – Promotion of Current Controller and Counsel Richard McKilligan to Chief Financial Officer –

EXHIBIT 99.1 Vitality Biopharma Welcomes New Executive Management Team – Appointment of Current Director Michael Cavanaugh as Interim Chief Executive Officer – – Promotion of Current Controller and Counsel Richard McKilligan to Chief Financial Officer – LOS ANGELES, CA (MARKETWIRED – May 14, 2019) – Vitality Biopharma, Inc. (Ticker: VBIO) (“Vitality” or the “Company”), a corporation dedicated to t

Separation Agreement and Release, dated May 8, 2019, by and between the registrant and Robert Brooke. (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2019.)

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Robert Brooke (“Executive”) and Vitality Biopharma, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive was employed by the Company; WHEREAS, on January 31, 2012, Company and Executive signed an E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission File

Third Amendment to Vitality Biopharma, Inc. 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2019.)

Exhibit 10.2 THIRD AMENDMENT TO VITALITY BIOPHARMA, INC. 2012 STOCK INCENTIVE PLAN THIS THIRD AMENDMENT (“Third Amendment”) effective as of May 8, 2019, hereby amends the VITALITY BIOPHARMA, INC. 2012 STOCK INCENTIVE PLAN (the “Plan”) approved by the directors of Vitality Biopharma, Inc. on the 8th day of May 2019. NOW THEREFORE, the Plan is amended as follows: 1. Section 3(a) of the Plan is hereb

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 22, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission F

Vitality Biopharma Co-Founder Dr. Avtar Dhillon Resigns from Board of Directors

EXHIBIT 99.1 Vitality Biopharma Co-Founder Dr. Avtar Dhillon Resigns from Board of Directors LOS ANGELES, CA – (GLOBE NEWSWIRE – April 25, 2019) — Vitality Biopharma, Inc. (Ticker: VBIO) (“Vitality Biopharma,” “Vitality,” or the “Company”), a corporation dedicated to the development of cannabinoid prodrug pharmaceuticals, and to unlocking the power of cannabinoids for the treatment of serious neur

STVF / Stevia First Corp. / Loconti Joseph E. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) * Vitality Biopharma, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849B107 (CUSIP Number) Howard Groedel, 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000 (Name, Address and Telephone Number of Person Auth

VBIO / Vitality Biopharma, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, IN

STVF / Stevia First Corp. / Loconti Joseph E. - SC 13D/A Activist Investment

SC 13D/A 1 d657319dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * Vitality Biopharma, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849B107 (CUSIP Number) Howard Groedel, 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000 (Name, Address and T

Vitality Biopharma Appoints Former Ohio Governor Richard F. Celeste to Board

Vitality Biopharma Appoints Former Ohio Governor Richard F. Celeste to Board LOS ANGELES, CA – (GLOBE NEWSWIRE – January 24, 2019) — Vitality Biopharma, Inc. (Ticker: VBIO) (“Vitality Biopharma,” “Vitality,” or the “Company”), a corporation dedicated to the development of cannabinoid prodrug pharmaceuticals, and to unlocking the power of cannabinoids for the treatment of serious neurological and i

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 24, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporation) (Commission

Amendment to Securities Purchase Agreement, dated as of January 18, 2019 by and among Vitality Biopharma, Inc. and the Investors listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 22, 2019.)

AMENDMENT TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made and entered into as of the 18th day of January 2019 (the “Effective Date”), by and between the individuals and entities identified on the signature pages to the respective Securities Purchase Agreements dated as of August 29, 2018 and October 19, 2018 (the “SPAs”) (each, including its successors and assigns, an “Investor” and collectively, the “Investors”) and Vitality Biopharma, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): January 18, 2019 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

Vitality Biopharma, Inc. and Subsidiaries Summary of Unaudited Pro Forma Condensed Consolidated Financial Information

Exhibit 99.2 Vitality Biopharma, Inc. and Subsidiaries Summary of Unaudited Pro Forma Condensed Consolidated Financial Information On October 22, 2018, Vitality Biopharma, Inc. (the “Company”), completed its acquisition of Summit Healthtech, Inc. (“Summit”) and its wholly owned subsidiary The Control Center. Pursuant to the terms of a share exchange agreement, the stockholders of Summit exchanged

Index to Financial Statements

Index to Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of September 30, 2018 and 2017 F-3 Statements of Operations for the years ended September 30, 2018 and 2017 F-4 Statement of Stockholder’s Deficit for the years ended September 30, 2018 and 2017 F-5 Statements of Cash Flows for the years ended September 30, 2018 and 2017 F-6 Notes to Financial Statements F-7 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors The Control Center, Inc.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 19, 2018 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commissio

Vitality Biopharma Announces Corporate Updates and Completion of an SEC Examination

EXHIBIT 99.1 Vitality Biopharma Announces Corporate Updates and Completion of an SEC Examination - Company appoints two new directors including the Hon. Edward Feighan as new Chairman of the Board LOS ANGELES, CA – (MARKETWIRED – November 21, 2018) - Vitality Biopharma, Inc. (OTCQB: VBIO) (“Vitality Biopharma”, “Vitality”, or the “Company”), a corporation dedicated to the development of cannabinoi

Other Events, Financial Statements and Exhibits

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): November 21, 2018 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

Form of Indemnification Agreement.

EXHIBIT 10.1 Indemnification Agreement THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2018 by and among VITALITY BIOPHARMA INC., a Nevada corporation (the “Company”) and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 15, 2018 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-222627 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock This prospectus supplement no. 3 supplements the prospectus dated March 2, 2018, relating to the resale by the selling stockholders identified in the prospectus of up to 2,400,000 shares of commo

VBIO / Vitality Biopharma, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALITY BIOPHARMA, I

STVF / Stevia First Corp. / Loconti Joseph E. - SC 13D Activist Investment

SC 13D 1 d648328dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * Vitality Biopharma, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849B107 (CUSIP Number) Howard Groedel, 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000 (Name, Address and Telepho

JOINT FILING STATEMENT

EX-1 Exhibit 1. JOINT FILING STATEMENT The undersigned hereby agrees that this Statement on Schedule 13D with respect to the Common Shares of Vitality Biopharma, Inc., dated the date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 193

Executive Employment Agreement, dated October 12, 2018, between Vitality Healthtech and Dr. Arif Karim.

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”), dated October 12, 2018 (the “Commencement Date”), is between Summit Healthtech, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 22, 2018 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer

Securities Exchange Agreement, dated October 19, 2018 by and among Vitality Biopharma, Inc., and the Shareholders listed on the signature pages thereto (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2018.)

SHARE EXCHANGE AGREEMENT by and between VITALITY BIOPHARMA, INC. and SUMMIT HEALTHTECH, INC. THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2018 by and between Vitality Biopharma, Inc. (“Vitality Biopharma”), a Nevada corporation, and the shareholders of Summit Healthtech, Inc., (“Summit Healthtech”), a Nevada corporation. Vitality Biopharma and the sha

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 19, 2018 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.R.S. Employer o

Securities Purchase Agreement, dated October 19, 2018 by and among Vitality Biopharma, Inc., and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2018.)

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 19, 2018, between Vitality Biopharma, Inc.

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2018.)

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Share Restriction Agreement, dated October 12, 2018 by and among Summit Healthtech, Inc., the Control Center, Inc. and Dr. Reef Karim

SHARE RESTRICTION AGREEMENT THIS SHARE RESTRICTION AGREEMENT (the “Agreement”) is made effective as of the day of , 2018, among SUMMIT HEALTHTECH, INC.

Share Purchase Agreement, dated October 12, 2018 by and between Summit Healthtech, Inc. and Dr. Reef Karim

SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 12, 2018 (the “Effective Date”), by and among SUMMIT HEALTHTECH, INC.

Form of Lockup Agreement

LOCK-UP AGREEMENT October , 2018 Ladies and Gentlemen: The undersigned irrevocably agrees with Vitality Biopharma, Inc.

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2018.)

EX-4.1 2 ex4-1.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 29, 2018 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorporat

Securities Purchase Agreement, dated August 29, 2018 by and among Vitality Biopharma, Inc., and the Purchaser listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2018.)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2018, between Vitality Biopharma, Inc.

PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-222627 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock This prospectus supplement no. 2 supplements the prospectus dated March 2, 2018, relating to the resale by the selling stockholders identified in the prospectus of up to 2,400,000 shares of commo

VBIO / Vitality Biopharma, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VITALI

PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-222627 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated March 2, 2018) VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock This prospectus supplement no. 1 supplements the prospectus dated March 2, 2018, relating to the resale by the selling stockholders identified in the prospectus of up to 2,400,000 shares of commo

VBIO / Vitality Biopharma, Inc. 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 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. 000-53832 VITALITY

Vitality Biopharma Launches Canadian Subsidiary Focused on Cannabinoid Genetics R&D

EX-99.1 2 ex99-1.htm Exhibit 99.1 Vitality Biopharma Launches Canadian Subsidiary Focused on Cannabinoid Genetics R&D -Wholly-owned subsidiary to enable access to best available cannabinoid compounds in a federally-compliant manner and facilitate key collaborative research programs LOS ANGELES, CA – (MARKETWIRED – April 5, 2018) — Vitality Biopharma, Inc. (OTCQB: VBIO) (“Vitality” or the “Company”

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 5, 2018 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I.

OOPD Letter

EX-20.1 4 ex20-1.htm Exhibit 20.1

Press Release

Exhibit 19.2 Vitality Biopharma CEO Robert Brooke Provides Shareholder Letter - Company to initiate trials focused on inflammatory bowel disease, as well as observational studies of cannabinoids as an alternative to opioid painkillers LOS ANGELES, CA – (GLOBENEWSWIRE – March 19, 2018) — Vitality Biopharma, Inc. (OTCQB: VBIO) (“Vitality” or the “Company”) a corporation dedicated to the development

Shareholder Letter

EX-19.1 2 ex19-1.htm Exhibit 19.1 To the Shareholders of Vitality Biopharma, Inc.: I wrote to you less than two years ago describing our discovery that a Stevia plant enzyme could be used to create a new class of cannabinoid compounds. We quickly recognized the value, seeing that these novel molecules, known as cannabosides, might enable targeted delivery and provide therapeutic effects without an

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): March 15, 2018 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction (Commission (I

VITALITY BIOPHARMA, INC. 2,400,000 Shares of Common Stock

424B3 1 form424b3.htm Filed pursuant to Rule 424(b)(3) Registration Nos. 333-222627 333-220446 VITALITY BIOPHARMA, INC. PROSPECTUS 2,400,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of Vitality Biopharma, Inc. identified in this prospectus of up to 2,400,000 shares of common stock, par value $0.001 per share. These shares include 466,667 shares of co

VBIO / Vitality Biopharma, Inc. CORRESP

CORRESP 1 filename1.htm VIA EDGAR March 1, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: John Reynolds and David Link Re: Vitality Biopharma, Inc. Registration Statement on Form S-1, as amended File No. 333-222627 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933

VBIO / Vitality Biopharma, Inc. S-1/A

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on February 27 , 2018 No. 333 -222627 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 8731 75-3268988 (State or other jurisdiction

VBIO / Vitality Biopharma, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-53832 VI

As filed with the Securities and Exchange Commission on January 19, 2018

S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on January 19, 2018 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITALITY BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 8731 75-3268988 (State or other jurisdiction of incorporation or organizatio

Other Events

8-K 1 form8-k.htm 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): December 15, 2017 VITALITY BIOPHARMA, INC (Exact name of registrant as specified in its charter) Nevada 000-53832 75-3268988 (State or other jurisdiction of incorpor

Securities Purchase Agreement, dated December 12, 2017 by and among the registrant and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2017.)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 12, 2017, between Vitality Biopharma, Inc.