Current Report Filing (8-k)
2022年7月15日 - 10:16PM
Edgar (US Regulatory)
0001438943
false
0001438943
2022-07-12
2022-07-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
200
Park Avenue, Suite 400 |
|
|
Cleveland,
Ohio |
|
44122 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (216) 304-6556
Not
Applicable
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
Common
Stock |
|
MLCT |
|
OTC
Markets |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Separation Agreement
On
May 11, 2022, Malachite Innovations, Inc. (the “Company”) entered into a Share Purchase Agreement by
and among the Company, Daedalus Ecosciences, Inc., a wholly-owned subsidiary of the Company (“Daedalus Ecosciences”), Range
Environmental Resources, Inc., a West Virginia corporation (“Range Environmental Resources”), Range Natural Resources, Inc.,
a West Virginia corporation (“Range Natural Resources”), Mr. Jeremy Starks and Mr. Joshua Justice (the “Share Purchase
Agreement”), under which the Company issued a total of 10,000,000 shares of the Company’s common stock to Mr. Starks and
Mr. Justice and Daedalus Ecosciences paid cash consideration in an amount equal to $1,000,000 to Mr. Starks and Mr. Justice for 80% of
the outstanding common stock of each of Range Environmental Resources and Range Natural Resources.
Subsequent
to May 11, 2022, a dispute arose between the Company and Mr. Justice related to certain representations made by Mr. Justice in
the Share Purchase Agreement. On July 12, 2022, the Company entered into a Separation Agreement, by and among the Company, Daedalus
Ecosciences, Range Environmental Resources, Range Natural Resources, Mr. Justice and Mrs. Christine Justice, who is Mr. Justice’s
wife (the “Separation Agreement”), attached hereto as Exhibit 10.1. Under the terms of the Separation Agreement,
Mr. Justice: a) acknowledged that his employment with Range Environmental Resources and Range Natural Resources was terminated
for cause effective June 30, 2022; b) returned the 5,000,000 shares of the Company’s common stock that had been issued to him under
the terms of the Share Purchase Agreement; c) transferred his 10% interest in each of Range Environmental Resources and Range Natural
Resources to Daedalus Ecosciences; and d) paid Daedalus Ecosciences the sum of $250,000. The Separation Agreement included mutual
releases of claims among the parties to the Separation Agreement.
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Separation Agreement attached hereto as Exhibit 10.1.
Portions
of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based
on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors.
Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings
with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims
any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
MALACHITE
INNOVATIONS, INC. |
|
|
|
Dated:
July 15, 2022 |
By: |
/s/
Michael Cavanaugh |
|
Name:
|
Michael
Cavanaugh |
|
Title: |
Chief
Executive Officer |
EXHIBIT
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