Range Impact (OTCQB: RNGE) logs Q1 loss and warns of going-concern pressure
Range Impact, Inc. reported Q1 2026 revenue of $915,380 from coal royalties and a net loss of $1,833,690, or $0.02 per share. Higher non-cash amortization and accretion expenses tied to 2025 mine acquisitions drove the loss. Cash was $1,283,121 against negative working capital of $1,712,799 and asset retirement obligations of $79,555,116.
Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year, citing operating cash use of $982,050 in the quarter and limited liquidity. Range is seeking additional financing while pursuing its strategy of reclaiming and repurposing Appalachian mine lands through its Range Land and Range Services segments.
Positive
- None.
Negative
- None.
Insights
New mine assets create scale, but liquidity is tight and going-concern risk is explicit.
Range Impact, Inc. generated Q1 2026 revenue of $915,380 from coal royalties after pivoting to a land-ownership model, but recorded a net loss of $1,833,690. Operating cash outflow was $982,050, reflecting heavy non-cash amortization and accretion from large 2025 mine-site acquisitions.
The balance sheet shows total assets of $121.97M, largely land and intangibles, versus asset retirement obligations of $79.56M and total liabilities of $85.86M. Current liabilities of $4.01M exceed current assets, leaving negative working capital of $1.71M. Management states these factors raise substantial doubt about continuing as a going concern within one year.
One customer contributed 59% of Q1 2026 revenue and 80% of accounts receivable, adding concentration risk. The company is actively seeking additional capital; future filings covering the period through March 31, 2027 will clarify whether new financing, stronger royalty streams, or further restructuring improve its liquidity profile.
Key Figures
Key Terms
going concern financial
asset retirement obligations financial
bargain purchase gain financial
impact investing financial
noncontrolling equity interest financial
ASC 606 financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||
| OTCQB |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As
of May 15, 2026, there were
RANGE IMPACT, INC.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended
March 31, 2026
INDEX
| PART I - FINANCIAL INFORMATION | 3 |
| Item 1. Financial Statements (Unaudited) | 3 |
| Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 | 4 |
| Consolidated Unaudited Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025 | 5 |
| Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and March 31, 2025 | 6 |
| Consolidated Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025 | 7 |
| Notes to the Consolidated Unaudited Financial Statements | 8 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. Controls and Procedures | 25 |
| PART II - OTHER INFORMATION | 26 |
| Item 1. Legal Proceedings | 26 |
| Item 1A. Risk Factors | 26 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 6. Exhibits | 27 |
| SIGNATURES | 29 |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
RANGE IMPACT, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025 | 4 |
| CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025 | 5 |
| CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025 | 6 |
| CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025 | 7 |
| NOTES TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS | 8 |
| 3 |
RANGE IMPACT, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, 2026 (unaudited) | December 31, 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Deposits | ||||||||
| Total current assets | ||||||||
| Long-term Assets | ||||||||
| Land | ||||||||
| Property and equipment, net of accumulated depreciation | ||||||||
| Long-term intangible assets | ||||||||
| Total long-term assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Current portion of bank debt | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Bank debt, net of current portion | ||||||||
| Deposits held | ||||||||
| Asset retirement obligations | ||||||||
| Total long-term debt | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Controlling Interest: | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total controlling equity interest | ||||||||
| Noncontrolling equity interest | ||||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| 4 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | - | |||||
| Costs and expenses: | ||||||||
| Costs of services | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of long-term intangible assets | - | |||||||
| Accretion of asset retirement obligations | - | |||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| (Loss) from continuing operations before other income (expense) | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Other income | - | |||||||
| Gain on bargain purchase | - | |||||||
| Gain on sale of fixed assets | - | |||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) from continuing operations | ( | ) | ||||||
| Income from discontinued operations | - | |||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Net income (loss) per share – basic and diluted | $ | ( | ) | $ | ||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
| 5 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total | |||||||||||||||||||
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Shares issued | - | - | ||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | ||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Number
of Shares | Amount | Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Common Stock | Additional | |||||||||||||||||||
| Number
of Shares | Amount | Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares issued | - | |||||||||||||||||||
| Stock based compensation | - | - | - | |||||||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Net income (loss) | - | - | - | |||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the consolidated financial statements.
| 6 |
RANGE IMPACT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||||||||
| Gain on bargain purchase | - | ( | ) | |||||
| Net gain on asset disposals | - | ( | ) | |||||
| Fair value of vested stock options | - | |||||||
| Depreciation from continuing operations | ||||||||
| Depreciation from discontinued operations | - | |||||||
| Amortization of long-term intangible assets | - | |||||||
| Accretion of asset retirement obligations | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | - | |||||
| Accounts receivable from discontinued operations | - | |||||||
| Contract assets | - | |||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | - | ( | ) | |||||
| Cash paid for asset retirement obligations | ( | ) | - | |||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Equipment purchases | - | ( | ) | |||||
| Proceeds from asset sales | - | |||||||
| Net cash provided by investing activities | - | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from stock issuance | ||||||||
| Repayment of long-term debt | - | ( | ) | |||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| 7 |
RANGE IMPACT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Range Impact, Inc. (the “Company”, “we”, “us” or “our”), was incorporated in the State of Nevada on June 29, 2007.
We are focused on developing long-term solutions to environmental, social, and health challenges by acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. We take an opportunistic approach to impact investing by thoughtfully allocating our capital to strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for our shareholders. By actively directing investment capital in a manner intended to create positive environmental, social and economic outcomes, we believe that our impact investing strategy can contribute to an improved people-planet ecosystem and a healthier and happier way of life.
We have a particular interest in providing environmental and social solutions in economically-disadvantaged regions of the United States. Initially, the Company is targeting the Appalachian region, which is home to communities with some of the most disadvantaged income, education and employment demographics in the United States. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations and use our team and resources to perform the requisite reclamation activities and obtain full bond release, thereby unlocking the underlying value of the land and creating a critical catalyst for sustainable, long-term economic development in the disadvantaged coal communities of Appalachia.
We had previously focused primarily on generating revenue by providing reclamation and incidental mining and security services to third party mining companies, permit holders and private owners with abandoned mine land property. However, beginning in early 2025, our strategy evolved from a service-based business model to a land ownership business model designed to unlock the underlying value of land we own through our own reclamation activities, and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation uses.
Since
inception, the Company has undergone several strategic transformations conducting prior operations under the names Legend Mining
Inc., Stevia First Corp., Vitality Biopharma, Inc., and Malachite Innovations, Inc. In December 2023, the Company adopted its
current name. Since March 2025, the Company has conducted its business through its
In March 2025, the Company, through its wholly-owned
subsidiary Range Sky View Land, LLC, acquired
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the three
months ended March 31, 2026, the Company incurred a net loss of $
The
ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or
raising additional capital to meet its obligations when they come due.
The Company estimates, as of March 31, 2026, that it may not have sufficient funds to operate the business for 12 months given its cash
balance of $
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q and the applicable requirements of Regulation S-X. The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period’s presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Discontinued Operations
The Company disposed of all of the assets of its wholly-owned subsidiary, Collins Building & Contracting, Inc. (“Collins Building”) and ceased providing third-party reclamation services during the year ended December 31, 2025. In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of consolidated net loss or net income in the Consolidated Statements of Operations, for all periods presented, resulting in changes to the presentation of certain prior period amounts.
Refer to Note 2 for additional discussion of discontinued operations and disposition of assets. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations”. This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Any excess of the fair value of the net assets acquired over the cost of the acquisition is accounted for as a bargain purchase gain. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
| 8 |
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. Under this standard, revenue is recognized by applying a five-steps model (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The Company recognizes consulting revenue on a periodic basis as services are provided to non-affiliated third parties related to the reclamation and repurposing of land at the Premier-Cambrian Mine. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts for operations included in discontinued operations over time. These contracts were generally treated as a single performance obligation, as the Company provided a significant service of integrating multiple components into a single project. Revenue was recognized using a cost-based input method whereby progress toward completion was measured based on actual costs incurred relative to total estimated contract costs. Then, this percentage of completion was applied to the transaction price to determine the amount of revenue recognized. The Company believes this method provides a faithful depiction of performance as it directly reflects the value of the services transferred to the customer.
Contract Estimates (Discontinued Operations)
Estimating total revenue and cost at completion for the Company’s former performance obligations requires significant judgment and is subject to uncertainty. The Company regularly reviews and updates these estimates based on contract progress, execution status, and the expected costs to complete. All activity related to these contracts are included in discontinued operations for the three-month period ended March 31, 2025.
Changes in estimated profitability are recognized using the cumulative catch-up method, with the impact recorded in the period identified and future results based on revised estimates. Expected losses on contracts are recognized in full in the period they become evident.
Contract Modifications
Contract modifications can occur during the performance of the Company’s contracts. Contracts may be modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.
Cost and Expense Recognition
Contract costs include all direct labor, materials, equipment mobilization, subcontractor, and equipment costs, and those indirect costs related to contract performance, such as indirect labor, tools and supplies. Costs are recognized as incurred.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has never suffered a loss due to such uninsured balances.
Accounts Receivable
Trade
accounts receivable are reported at the amounts management expects to collect from the balances outstanding as of March 31, 2026 or
December 31, 2025, as presented in the consolidated balance sheets. Based on its assessment, management concluded that any
potential losses on these balances are immaterial and therefore,
| 9 |
Property & Equipment
Property and equipment is carried at cost. Expenditures for maintenance and repairs are charged to cost of services. Additions and betterments are capitalized. The cost and related accumulated depreciation of equipment sold or otherwise disposed are removed from the accounts and any gain or loss is reflected in the current year’s earnings.
SCHEDULE OF PROPERTY AND EQUIPMENT
| March 31, 2026 | December 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net book value | ||||||||
| Depreciation expense (continuing operations) | $ | $ | ||||||
| Depreciation expense (discontinued operations) | - | $ | ||||||
Property and equipment are depreciated using the straight-line method over an estimated six-year useful life for both financial reporting and federal income tax purposes.
The Company assesses the recoverability of its property and equipment by determining whether their carrying amounts are recoverable through projected future cash flows over the assets’ remaining useful lives. No assets were identified for impairment. These assets are reported within the Range Services operating business segment.
Land
Land is carried at cost. The Company assesses the recoverability of its land by determining whether the cost of the land can be recovered through projected future cash flows generated by the land. No land was identified for impairment.
SCHEDULE OF LAND
| March 31, 2026 | December 31, 2025 | |||||||
| Land, beginning of year | $ | $ | ||||||
| Acquisitions during the period | - | |||||||
| Impairments | ||||||||
| Land, end of year | $ | $ | ||||||
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this approach, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.
The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the year ended December 31, 2025 based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
Leases
The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, while lease liabilities represent the Company’s obligation to make lease payments. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. As of March 31, 2026, the Company had no lease commitments with terms exceeding one year.
Stock-Based Compensation
The Company periodically grants stock options and restricted stock awards to employees and non-employees in non-capital raising transactions. These awards are accounted for in accordance with ASC 718, “Compensation-Stock Compensation”. The fair value of each award is measured on the date of grant. For employee awards, compensation expense is recognized on the straight-line basis over the vesting period. For non-employee awards, expense is recognized in the same period and manner as if the Company had paid cash for the services. The Company recognizes the fair value of stock-based compensation within its Consolidated Statements of Operations with classification depending on the nature of the services rendered.
| 10 |
The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.
Basic and Diluted Income (Loss) Per Share
Basic income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Diluted income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| March 31, 2026 | December 31, 2025 | |||||||
| Options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
| Anti-dilutive loss per share | ||||||||
Fair Value of Financial Instruments
FASB ASC 825, “Financial Instruments” requires that the Company disclose estimated fair values of financial instruments. Financial instruments held by the Company include, among others, accounts receivable, accounts payable and long-term debt. The carrying amounts reported in the balance sheets for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
As defined in FASB ASC 280 “Fair Value Measurements”, fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining fair value, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the examination of inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories.
| ● | Level 1: | Quoted market prices in active markets for identical assets or liabilities | |
| ● | Level 2: | Inputs to the valuation methodology include: | |
| ○ | Quoted prices for similar assets or liabilities in active markets; | ||
| ○ | Quoted prices for identical assets or similar assets or liabilities in inactive markets; | ||
| ○ | Inputs other than quoted prices that are observable for the asset or liability; | ||
| ○ | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
| ● | Level 3: | Unobservable inputs that are not corroborated by market data |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Segments
As
of March 31, 2026, the Company has
| 11 |
In accordance with the “Segment Reporting” Topic of the ASC 280, the Company’s chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics, nature of products and services, and procurement, manufacturing, and distribution processes.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold. Additionally, this ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions. This ASU is effective for fiscal years and interim periods beginning after December 15, 2024. The Company will make the requisite updates in the notes to the annual financial statements for the period ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This update requires public entities to disaggregate income statement expense line items and to disclose in tabular format within the notes to the financial statements certain categories of costs (e.g., purchases of inventory, employee compensation, depreciation, intangible asset amortization, depletion) to the extent line items contain such costs. In addition, entities will be required to define and disclose selling expenses. The additional disclosures may be provided prospectively or retrospectively. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has adopted this ASU effective January 1, 2025, with no material impact.
2. DISPOSALS AND DISCONTINUED OPERATIONS
During the year
ended December 31, 2025, the Company sold all of its common stock in Collins Building to its former owner for $
Loss from Discontinued Operations
Discontinued operations for the three months ended March 31, 2025 consist of results from Collins Building and third-party reclamation services provided by wholly-owned subsidiaries of the Company.
The following table provides details about the major classes of line items constituting “Loss from discontinued operations” presented in the Company’s Consolidated Statements of Operations:
SCHEDULE OF DISCONTINUING OPERATIONS INCOME STATEMENT
| March 31, 2025 | ||||
| Revenue | ||||
| Cost of revenues | ||||
| General and administrative | - | |||
| Income from discontinued operations | ||||
| Other income | - | |||
| Interest expense | - | |||
| Income from discontinued operations | $ | |||
| 12 |
3. ACQUISITION OF FOLA MINE SITE
On
March 31, 2025, the Company, through its wholly-owned subsidiary, Range Sky View Land, LLC, entered into an agreement with WV
Reclaim Co. LLC (“WV Reclaim”) pursuant to which it acquired
SCHEDULE OF BUSINESS ACQUISITION OF FOLA MINE SITE
| Asset retirement obligation, December 31, 2024 | $ | - | ||
| Accretion during the period | ||||
| Sites added during the period | ||||
| Sites removed during the period | ( | ) | ||
| Revisions in estimated cash flows during the period | ( | ) | ||
| Expenditures during the period | ( | ) | ||
| Asset retirement obligation, December 31, 2025 | $ |
The
Company accounted for the above-described transactions as a business combination in accordance ASC 805 “Business
Combinations”. The Company has made an allocation of the purchase price paid for the assets acquired and the liabilities
assumed. The fair value of the acquired land was $
SCHEDULE OF BARGAIN PURCHASE GAIN
| Fair value of Fola Mine land acquired | $ | |||
| Accounts receivable credited in lieu of cash | ( | ) | ||
| Bargain purchase gain recognized | $ | |||
| Cash consideration | - | |||
| Assumed liabilities | - | |||
| Purchase price | $ | - | ||
| Acquisition transaction costs incurred | $ |
4. ACQUISITION OF PREMIER-CAMBRIAN MINE SITE
On
December 31, 2025, the Company, through its wholly-owned subsidiary, Range Bluegrass Land, LLC, (“Range Bluegrass”),
entered into an agreement with Reckoning Reclamation LLC (“Reckoning Reclamation”) pursuant to which it acquired
SCHEDULE OF ASSET RETIREMENT OBLIGATION
| Asset retirement obligation, December 31, 2024 | $ | - | ||
| Accretion during the period | - | |||
| Sites added during the period | ||||
| Sites removed during the period | - | |||
| Revisions in estimated cash flows during the period | - | |||
| Expenditures during the period | - | |||
| Asset retirement obligation, December 31, 2025 | $ |
In
connection with this transaction, the Company entered into two consulting agreements (“Consulting Agreements”) with an
unaffiliated third parties related to the reclamation and repurposing of approximately
In addition, Range Bluegrass entered into an equity option agreement (“Equity Option”) pursuant to which
a non-affiliated third party was granted the right to receive the same amount of cash distributions made by Range Bluegrass to the Company,
such right convertible into the right to receive
The
Company accounted for these transactions as a business combination in accordance with ASC 805 “Business Combinations”. The
Company has performed an allocation of the purchase price paid for the assets acquired and the liabilities assumed. The fair value of
the surface land of the Premier-Cambrian Mine was $
SCHEDULE OF BARGAIN PURCHASE GAIN
| Fair value of Premier-Cambrian Mine land acquired | $ | |||
| Assumed liabilities | ( | ) | ||
| Bargain purchase gain before noncontrolling interest adjustment | $ | |||
| Noncontrolling interest adjustment of 50% | ( | ) | ||
| Bargain purchase gain | $ | |||
| Purchase price | $ | - | ||
| Acquisition transaction costs incurred | $ |
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5. ASSET RETIREMENT OBLIGATIONS
Reclamation. The Company’s asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require mine properties to be restored in accordance with regulatory standards and approved reclamation plans.
Reclamation activities primarily include restoring refuse and slurry ponds, reclaiming pits and related surface areas, sealing portals at underground mines, and treating water. The Company estimates the future cash flows needed to satisfy these obligations on a permit-by-permit basis using current permit requirements and various assumptions, including assumptions of estimated disturbed acreage, cost estimates, and expected productivity. Estimates of disturbed acreage are based on approved mining plans and related engineering data. Cost estimates reflect expected third-party costs. Productivity assumptions are based on historical performance of the equipment expected to be utilized in the reclamation activities.
The Company is subject to evolving environmental regulations, which may be stringent and are often beyond its control. Such changes could increase its costs and materially increase its asset retirement obligations.
The Company’s asset retirement obligations are initially recorded at fair value, determined using assumptions such including a discount rate and third-party margin, each of which is discussed further below:
Discount
Rate. The Company’s asset retirement obligations are initially recorded at fair value. The Company utilizes discounted cash
flow techniques to estimate the fair value of its obligations. The Company bases its discount rate on the rates of treasury bonds with
maturities similar to expected mine lives and adjust for its credit standing as necessary after considering funding and assurance provisions.
Changes in the Company’s credit standing could have a material impact on the valuation of its asset retirement obligations.
Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because the Company plans to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon the Company’s historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than its estimates of its cost to perform the reclamation activities. If the Company’s cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within its Consolidated Statements of Operations at the time that reclamation work is completed.
On
at least an annual basis, the Company reviews its reclamation liabilities and make necessary adjustments for permit changes, if any,
as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and
productivity assumptions to reflect current experience and updated plans. At December 31, 2025, the Company recorded asset
retirement obligation liabilities of $
Minimum reclamation standards established by federal and state regulatory agencies govern the Company’s reclamation requirements at its mining operations. The Company’s asset retirement obligations consist principally of costs to restore acreage disturbed by surface mining operations as well as costs associated with reclaiming support acreage, treating mine water discharge, and performing other related functions at underground mines. The Company records asset retirement obligations at fair value in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. Changes to asset retirement obligations resulting from permitted sites being added or removed or changes in future cash flow estimates are made in the period in which the change occurs and are offset by increasing or decreasing the carrying value of the related long-lived asset by an equal amount. Changes to the asset retirement obligation are also recognized as accretive expense in future periods. Changes to long-lived assets are also recognized as amortization expense in future periods. The Company reviews its estimated future cash flows for asset retirement obligations on at least an annual basis. The Company’s asset retirement obligations are based on management’s best estimate and may change from period to period as estimated future cash flows change.
SCHEDULE OF ASSET RETIREMENT OBLIGATION
| Total asset retirement obligations on December 31, 2025 | $ | |||
| Accretion during the period | ||||
| Sites added during the period | - | |||
| Sites removed during the period | - | |||
| Revisions in estimated cash flows during the period | - | |||
| Expenditures during the period | ( |
) | ||
| Total asset retirement obligations on March 31, 2026 | $ |
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6. EQUITY
Issuance of Common Stock
On
January 21, 2025, the Company entered into a securities purchase agreement for the issuance and sale of
On
February 6, 2025, the Company entered into a securities purchase agreement for the issuance and sale of
On
January 13, 2026, the Company entered into a securities purchase agreement for the issuance and sale of
7. STOCK OPTIONS
Stock options issued during the three months ended March 31, 2026 and the three months ended March 31, 2025
No stock options were granted to directors, advisors, or employees during the three months ended March 31, 2026 or the three months ended March 31, 2025.
For
the three months ended March 31, 2025, the Company recorded $
A summary of the Company’s stock option activity during the three months ended March 31, 2026 is as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
| Shares | Weighted Average Exercise Price | |||||||
| Balance Outstanding at December 31, 2025 | $ | |||||||
| Granted | - | - | ||||||
| Exchanged | - | - | ||||||
| Exercised | - | - | ||||||
| Expired | ( | ) | ||||||
| Forfeited | - | - | ||||||
| Balance Outstanding at March 31, 2026 | $ | |||||||
| Balance Exercisable at March 31, 2026 | $ | |||||||
At
March 31, 2026, the
| 15 |
A summary of the Company’s stock options outstanding and exercisable as of March 31, 2026 is as follows:
SCHEDULE OF STOCK OPTION OUTSTANDING
| Number of Options | Weighted Average Exercise Price | Weighted Average Grant- Date Stock Price | ||||||||||
| Options Outstanding and Exercisable, March 31, 2026 | $ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| $ | | $ | ||||||||||
| $ | $ | |||||||||||
8. WARRANTS
A summary of warrants to purchase common stock issued during the three months ended March 31, 2026 is as follows:
SCHEDULE OF WARRANTS ACTIVITY
| Shares | Weighted Average Exercise Price | |||||||
| Balance Outstanding and Exercisable at December 31, 2025 | $ | |||||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Expired | - | - | ||||||
| Balance Outstanding and Exercisable at March 31, 2026 | $ | |||||||
At
March 31, 2026, the
9. LINE OF CREDIT
In
November 2022, the Company secured a bank line of credit with a limit of $
In
June 2023, Range Environmental secured a bank loan with a limit of $
In
September 2025, the Company consolidated both of the above-referenced credit facilities into one bank term loan in the principal
amount of $
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10. LONG-TERM DEBT OBLIGATIONS
Long-term
debt consists of the bank term debt which was consolidated from existing lines of credit in September 2025. The bank term loan,
referenced above in Note 9, has a principal balance of $
A summary of payments due under the Company’s long-term debt as of March 31, 2026 is as follows:
SCHEDULE OF MATURITIES OF LONG TERM DEBT
| April 2026 through March 2027 | $ | |||
| April 2027 through March 2028 | ||||
| April 2028 through March 2029 | ||||
| April 2029 through March 2030 | ||||
| April 2030 through June 2030 | ||||
| Total long-term debt | $ | |||
11. MAJOR CUSTOMER AND CONCENTRATION OF CREDIT RISK
Sales
to the Company’s largest customer accounted for
Accounts
receivable from this customer represented
12. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While management believes that such matters are not currently material, there can be no assurance these or other matters will not have an adverse effect on its business, financial condition or results of operations.
13. SEGMENT INFORMATION
ASC
280, “Segment Reporting” establishes standards for reporting operating segment information consistent with the
Company’s internal organizational structure, as well as disclosures related to services, categories, business segments and
major customers.
The two reportable segments that result from applying the aggregation criteria are as follows:
| ● | Range Land – mine land acquired, reclaimed and repurposed for next generation uses |
| ● | Range Services – services in support of reclamation and repurposing of acquired mine land |
The Company had no inter-segment sales for the periods presented.
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Summarized financial information concerning the Company’s reportable segments is shown as below:
SCHEDULE OF FINANCIAL INFORMATION OF REPORTABLE SEGMENT
By Categories
| Range Land | Range Services | Corporate | Total | |||||||||||||
| For the three months ended March 31, 2026 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | $ | - | $ | - | $ | ||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) from discontinued operations | - | - | - | - | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total assets | ||||||||||||||||
| Depreciation | - | - | ||||||||||||||
| Depreciation from continuing operations | - | - | - | - | ||||||||||||
| Deprecation from discontinued operations | - | - | - | - | ||||||||||||
| Amortization | - | - | ||||||||||||||
| Accretion | - | - | ||||||||||||||
| Interest expense | - | - | ||||||||||||||
| Capital expenditures for long-lived assets | $ | - | $ | - | $ | - | $ | - | ||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| For the three months ended March 31, 2025 | ||||||||||||||||
| Range Land | Range Services | Corporate | Total | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating income (loss) from continuing operations | ( | ) | - | ( | ) | ( | ) | |||||||||
| Operating income (loss) from discontinued operations | - | - | ||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Total assets | ||||||||||||||||
| Depreciation from continuing operations | - | - | ||||||||||||||
| Deprecation from discontinued operations | - | - | ||||||||||||||
| Interest expense | - | |||||||||||||||
| Capital expenditures for long-lived assets | $ | - | $ | $ | - | $ | ||||||||||
14. SUBSEQUENT EVENTS
None.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Financial Statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report. The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 31, 2026, and the accompanying audited financial statements and notes included therein.
Certain statements made in this Quarterly Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: general economic and financial market conditions; our ability to obtain additional financing as necessary; our ability to continue operating as a going concern; any adverse occurrence with respect to our business: other factors beyond our control; and the other risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.
Although we believe that the expectations and assumptions reflected in the forward-looking statements we make are reasonable, we cannot guarantee future results, levels of activity or performance. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed by any forward-looking statements. As a result, readers should not place undue reliance on any of the forward-looking statements we make in this report. Forward-looking statements speak only as of the date on which they are made. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Company Overview
Range is a public company dedicated to advancing the health and wellness of people and the planet through an innovative approach to impact investing. We focus on developing long-term solutions to environmental, social, and health challenges, particularly through the acquisition, reclamation, and repurposing of mine sites and other undervalued land in economically disadvantaged Appalachian communities. Leveraging our competitive advantages, we take an opportunistic approach to solving legacy problems in new ways and deploying capital into strategic opportunities designed to generate a measurable impact on the people-planet ecosystem and generate strong investment returns for our shareholders.
Our corporate headquarters is located in Cleveland, Ohio, with additional office locations in Fola, West Virginia and Myra, Kentucky. As of May 15, 2026, we have 10 full-time employees. We also engage consultants and professional service firms as needed to provide us with flexible and experienced resources while maintaining a cost-effective overhead structure. We strive to instill a corporate culture of honesty, integrity and respect in furtherance of our mission of doing well by doing good.
Impact Investing Strategy
Our impact investing strategy is focused on advancing the health and well-being of people and the planet while also generating long-term, sustainable financial returns for our shareholders. We believe that doing well and doing good are not mutually exclusive, and that a disciplined approach to impact investing strategy can align environmental, social and economic objectives with attractive risk-adjusted financial returns.
Our strategy enables our team to address pressing environmental, social and economic challenges, such as air and water pollution, educational inequality and economic disparity, and climate change, through the development and implementation of innovative solutions. By directing capital to businesses that drive positive environmental, social and economic outcomes, we seek to strengthen the people-planet ecosystem while enhancing quality of life and delivering attractive investment performance.
We are focused on delivering environmental and social solutions in economically-disadvantaged regions of the United States, with an initial emphasis on Appalachia - home to communities facing some of the nation’s most challenged income, education and employment outcomes. Our strategy is to acquire large mine sites burdened by substantial legacy reclamation obligations, and through disciplined execution, complete reclamation activities and obtain full bond release. By unlocking the underlying land value, we aim to catalyze sustainable, long-term economic development across disadvantaged coal communities in Appalachia.
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Operating Business Segments
Our two operating business segments are Range Land and Range Services.
Range Land
Range Land is focused on acquiring former mine lands with the goal of reclaiming and repurposing the sites for non-fossil fuel uses, including commercial, industrial, residential and recreational developments, with a particular focus on power generation facilities, data centers, innovative agricultural installations, and projects focused on improving the quality and condition of the air, land and waterways.
Industry estimates indicate that Appalachia contains approximately one million acres of abandoned, idled and non-performing mine sites that are burdened with significant land reclamation and water restoration obligations. Many of these mine sites remain encumbered by mining permits and associated reclamation bonds, restricting repurposing for non-mining uses until reclamation is complete and the permits and bonds have been released. Water quality presents a key restraint, as permit release typically requires at least 12 consecutive months of compliant water sampling without active chemical treatment, underscoring the need for effective water restoration solutions to transition former mine lands to economically viable non-mining uses.
By leveraging internal and external resources, the Company has the capabilities to reclaim land, restore waterways, implement innovative water treatment solutions, and secure mine sites preserving significant legacy infrastructure. The Company also brings expertise in navigating the permit and bond release process, which is critical to unlocking the underlying value of former mine land for next-generation redevelopment.
Range Services
Range Services is our operating segment providing environmental and operational support services to reclaim and repurpose Company-owned former mine land into next-generation uses. All reclamation, water treatment and site security employees, equipment and trucks, and technological innovations are housed within this segment. Range Services currently serves only Company-owned land and does not provide services to third parties.
Reclamation activities include grading, recontouring, revegetation, erosion control, and other activities necessary to satisfy federal and state post-mining land use standards. Water treatment services include the operation and maintenance of passive and active treatment systems designed to manage and treat mine-impacted water, including acid mine drainage, in compliance with applicable permits. This includes sampling, laboratory coordination, and treatment using both conventional methods and innovative solutions, such as the Company’s proprietary biochar water filtration technologies under development. Range Services also provides physical site security, access control, and risk mitigation activities to ensure the safety, compliance, and regulatory protection of the Company’s land assets.
Competition
The Company is focused on a large and growing marketplace for impact investing initiatives, and therefore, faces competition from a variety of operating businesses and investment funds who are developing similar business plans and operating strategies to satisfy the increasing demands of these types of investments in the marketplace. In many cases, these competitors are larger and better capitalized operating businesses and investment funds.
Our Company competes on the basis of a number of factors, including our geographic focus on Appalachia, strategic relationships with reclamation bond insurance companies, access to impact investing opportunities, access to mission-driven energy-transition capital, recruitment and retention of key personnel, market share with key customers, and supply relationships with critical vendors. Our ability to continue to compete effectively in our businesses will depend upon our ability to attract capital and qualified employees.
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Results of Operations
Three Months Ended March 31, 2026 and March 31, 2025
The Company’s revenue from continuing operations for the three months ended March 31, 2026 was $915,380 related to coal royalties and its operating loss was $(1,799,205). The operating loss is primarily the result of non-cash depreciation, amortization, and accretion expenses of $2,203,924 incurred in connection with continuing operations. The Company’s revenue from continuing operations for the three months ended March 31, 2025 was $0 and its operating loss from continuing operations was $(591,407). The Company’s shift away from AML reclamation projects in 2025 resulted in all revenues for the period ended March 31, 2025 being classified as discontinued operations.
For the three months ended March 31, 2026, general and administrative expenses were $464,804, compared to $439,912 from continuing operations incurred for the three months ended March 31, 2025, an increase of $24,892. General and administrative expenses generally include corporate overhead, salaries and other compensation costs, financial and administrative contracted services, legal and audit fees, other professional and consulting fees, insurance, marketing, and travel expenses. The largest increase in general and administrative expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, was attributable to additional audit, professional and legal fees of $80,487, offset by a decrease in labor and benefit costs of $55,595.
For the three months ended March 31, 2026, the Company incurred net other expense in the amount of $34,485, compared to total net other income of $5,654,923 recorded for the three months ended March 31, 2025, a decrease of $5,689,408. This decrease in net other income is primarily attributable to the gain on bargain purchase of $5,602,484, other income of $83,627, and a gain on sale of fixed assets of $59,680 in the quarter ended March 31, 2025, which did not occur in the period ended March 31, 2026.
Net loss for the three months ended March 31, 2026 was $(1,833,690) compared to a net income of $5,099,627 for the three months ended March 31, 2025 (a decrease of $6,933,317). This decrease is primarily due to the $5,602,484 gain on bargain purchase that was recognized in the period ended March 31, 2025, as well as $1,404,341 of accretion expense and $781,736 of amortization expense recognized in the period ended March 31, 2026, which arose as a result of the acquisitions completed in 2025.
Liquidity and Capital Resources
As of March 31, 2026, the Company had total current assets of $2,295,942, comprised of: (i) cash of $1,283,121; (ii) accounts receivable of $950,114; (iii) deposits of $15,288; and (iv) prepaid expenses of $47,419. As of March 31, 2026, the Company had total current liabilities of $4,008,741, consisting of: (i) accounts payable of $1,342,832; (ii) accrued expenses of $2,165,909, and (iii) the current portion of long-term debt of $500,000. As a result, as of March 31, 2026, the Company had negative working capital of $(1,712,799). As of December 31, 2025, the Company had negative working capital of $(944,511).
As of March 31, 2026, the Company had long-term assets of $119,678,804, comprised of: (i) land of $42,548,402, (ii) long-term intangible assets of $77,032,874, and (iii) net property and equipment of $97,528. As of March 31, 2026, the Company had long-term liabilities of $81,855,116, comprised of (i) asset retirement obligations of $79,555,116, (ii) long-term debt, net of current portion of $1,300,000, and long-term deposit held of $1,000,000. As of December 31, 2025, the Company had long-term assets of $120,478,387, comprised of (i) land of $42,548,402, (ii) long-term intangible assets of $77,814,610 and (iii) net property and equipment of $115,375. As of December 31, 2025, the Company had long-term liabilities of $81,744,297, comprised of (i) asset retirement obligations of $79,344,297, (ii) long-term debt, net of current portion of $1,400,000, and (iii) long-term deposit held of $1,000,000.
Sources of Capital
Based on the Company’s current strategy, we expect royalty income from Range Land to substantially offset our general operating expenses. However, with a current cash balance of $1,283,121, we may not have sufficient liquidity to operate our business over the next 12 months. If additional capital is required beyond our existing resources, we intend to pursue financing options to support the funding and execution of our growth strategy and shareholder value creation plan.
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Our estimated total net cash flow for the 12-month period ending March 31, 2027 could decrease if we encounter unanticipated lower revenues and higher expenses in connection with operating our business as presently planned. In addition, our estimates of the amount of cash necessary to fund our business may prove to be too low, and we could spend our available financial resources much faster than we currently expect. If we cannot raise the capital necessary to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.
Until the Company achieves positive cash flow, we expect to fund our operations, in part, through equity and debt financings. However, such financing may not be available when needed, on acceptable terms, or at all. Any issuance of equity or convertible debt securities – whether to raise capital or to fund acquisitions - may result in substantial dilution to existing stockholders and involve securities with rights, preferences and privileges senior to those of our existing stockholders. Incurring additional debt would increase interest expense, liabilities and future cash commitments. In addition, capital-raising activities may result in substantial costs, including investment banking fees, legal fees and other related costs.
Net Cash Provided By (Used In) Operating Activities
For the three months ended March 31, 2026, net cash used in operating activities was $(982,050), comprised of: (i) a net loss of $1,833,690; (ii) non-cash depreciation of $17,847; (iii) non-cash amortization of long-term assets of $781,736; (iv) non-cash accretion expense of $1,404,341; (v) an increase in current assets of $364,687; (v) an increase in current liabilities of $205,925; and (vi) cash paid for asset retirement obligations of $1,193,522. For the three months ended March 31, 2025, net cash used in operating activities was $(428,101), comprised of: (i) net income of $5,099,627; (ii) non-cash depreciation of $84,783 (comprised of $54,147 from continuing operations and $30,636 from discontinued operations); (iii) add-back of the non-cash bargain purchase gain of $5,602,484; (iv) a gain on asset disposals of $59,680; (v) non-cash vested stock option expense of $4,490; (vi) an increase in current assets of $206,256; and (vii) a decrease in current liabilities of $161,093.
Net Cash Provided By (Used In) Investing Activities
For the three months ended March 31, 2026, there was no net cash provided by or used in investing activities. For the three months ended March 31, 2025, net cash provided by investing activities was $280,000, comprised of $380,000 of proceeds from the sale of equipment, partially offset by $100,000 for equipment purchases.
Net Cash Provided By (Used In) Financing Activities
For the three months ended March 31, 2026, net cash provided by financing activities was $155,000, comprised entirely of the sale of our common stock. For the three months ended March 31, 2025, net cash provided by financing activities was $233,510, comprised of $600,000 from the sale of our common stock, partially offset by the repayment of long-term debt of $366,490.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to stockholders.
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Critical Accounting Policies
Our financial statements and accompanying notes included in this report have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from the estimates made by management.
We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements included in this report:
Asset Retirement Cost and Obligations
Reclamation. Our asset retirement obligations arise from the Federal Surface Mining Control and Reclamation Act of 1977 and similar state statutes, which require that mine property be restored in accordance with specified standards and an approved reclamation plan. Significant reclamation activities include reclaiming refuse and slurry ponds, reclaiming the pit and support acreage at surface mines, sealing portals at deep mines, and the treatment of water. We determine the future cash flows necessary to satisfy our reclamation obligations on a permit-by-permit basis based upon current permit requirements and various estimates and assumptions, including estimates of disturbed acreage, cost estimates, and assumptions regarding productivity. We are also faced with increasingly stringent environmental regulations, much of which are beyond our control, which could increase our costs and materially increase our asset retirement obligations. Estimates of disturbed acreage are determined based on approved mining plans and related engineering data. Cost estimates are based upon third-party costs. Productivity assumptions are based on historical experience with the equipment that is expected to be utilized in the reclamation activities. Our asset retirement obligations are initially recorded at fair value. In order to determine fair value, we use assumptions including a discount rate and third-party margin. Each is discussed further below:
Discount Rate. Our asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on the valuation of our asset retirement obligations.
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Third-Party Margin. The measurement of an obligation at fair value is based upon the amount a third party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a reduction to amortization within our Consolidated Statements of Operations at the time that reclamation work is completed.
On at least an annual basis, we review our reclamation liabilities and make necessary adjustments for permit changes, if any, as granted by state authorities, additional costs resulting from accelerated mine closures, and revisions to cost estimates and productivity assumptions to reflect current experience and updated plans. Refer to Note 5 to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for reclamation disclosures including a table summarizing the changes in asset retirement obligations for the three months ended March 31, 2026.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The more significant estimates and assumption by management include, among others, assumptions used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments issued for services, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates.
Business Combinations
Business combinations are accounted for using the purchase method of accounting under ASC 805, “Business Combinations.” This method requires the Company to record assets and liabilities of the businesses acquired at their estimated fair values as of the acquisition date. Any excess of the cost of the acquisition over the fair value of the net assets acquired is recorded as goodwill. Determining the fair value requires management to make estimates and assumptions including discount rates, rates of return on assets, and long-term sales growth rates.
Revenue Recognition
The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”. The core principle of the ASC 606 revenue recognition standard is that a company should recognize revenue by analyzing the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied.
The Company primarily invoices customers for coal royalties and recognizes revenue on a periodic basis as coal is shipped. Costs for equipment, labor and chemicals are generally expensed as incurred. All revenue is recognized at a point in time.
The Company recognized revenue on reclamation contracts over time for operations included in discontinued operations. The Company’s contracts were generally accounted for as a single performance obligation since the Company was providing a significant service of integrating components into a single project. The Company recognized revenue using a cost-based input method, by which actual costs incurred relative to total estimated contract costs determine, as a percentage, progress toward contract completion. This percentage was applied to the transaction price to determine the amount of revenue to recognize. The Company believes the cost-based input method is the most faithful depiction of performance because it directly measures the value of the services transferred to the customer.
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Stock-Based Compensation
The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, “Compensation - Stock Compensation” whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.
Recent Accounting Pronouncements
Please refer to Footnote 1 of the accompanying financial statements for management’s discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal officers, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, and have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently a party to and our properties are not currently the subject of any material pending legal proceedings the adverse outcome of which, individually or in the aggregate, would be expected to have a material adverse effect on our financial position or results of operations.
Item 1A. Risk Factors
Please refer to the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 30, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds:
On January 13, 2026, the Company entered into securities purchase agreements with Carlos Graf Fernandez and John M. Potter providing for the issuance and sale of 700,000 and 333,333 shares of the Company’s common stock, respectively. The aggregate gross proceeds from the sale of these shares was approximately $155,000. The sale proceeds were used for general operating purposes.
Item 3. Defaults Upon Senior Securities: None
Item 4. Mine Safety Disclosures:
The information concerning mine safety violations and other regulatory matters is filed as Exhibit 95 to this Form 10-Q pursuant to the requirements of Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104).
Item 5. Other Information: None
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Item 6. Exhibits
| Exhibit Number |
Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.1.1 | Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) | |
| 3.1.2 | Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.) | |
| 3.1.3 | Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.1.4 | Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.1.5. | Articles of Merger, dated as of September 30, 2021 (Incorporated by reference to Exhibit 3.1.5 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.) | |
| 3.2.1 | Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) | |
| 3.2.2 | Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.) | |
| 3.2.3 | 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.) | |
| 10.1 | 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). | |
| 10.2# | 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.) | |
| 10.3 | 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. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025). | |
| 10.4 | 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. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025). | |
| 10.5 | 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. |
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| 10.6 | Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025). | |
| 10.7 | Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025). | |
| 10.8 | Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). | |
| 10.9 | Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). | |
| 10.10 | Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.11 | Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.12 | Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.13 | Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.14 | Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.15 | Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.6 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.16 | Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.17 | 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). | |
10.18 |
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). | |
| 10.19 | Purchase and Sale Agreement, dated as of March 31, 2025, by and among Appleatcha Land, LLC, WV Reclaim Co, LLC and Range Sky View LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025. | |
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
| 31.2 | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
| 32.1 | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | |
| 32.2 | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | |
| 95 | Mine Safety Disclosures | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document * | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase * | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document * | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document * | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Furnished herewith.
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RANGE IMPACT, INC. | ||
| By: | /s/ Michael Cavanaugh | |
| Michael Cavanaugh | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 15, 2026 | ||
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EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.1.1 | Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) | |
| 3.1.2 | Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.) | |
| 3.1.3 | Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.1.4 | Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.) | |
| 3.2.1 | Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).) | |
| 3.2.2 | Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.) | |
| 3.2.3 | 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.) | |
| 10.1 | 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). | |
| 10.2# | 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.) |
| 30 |
| 10.3 | 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. (Incorporated by reference to Exhibit 10.12 to the registrant’s Form 10-K filed with the SEC on March 31, 2025). | |
| 10.4 | 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. (Incorporated by reference to Exhibit 10.13 to the registrant’s Form 10-K filed with the SEC on March 31, 2025). | |
| 10.5 | 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. | |
| 10.6 | Purchase and Sale Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of March 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025). | |
| 10.7 | Transaction Advisory Agreement by and among AppleAtcha Land, LLC, WV Reclaim Co, LLC and Range Sky View Land LLC, dated as of May 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on June 4, 2025). | |
| 10.8 | Purchase and Sale Agreement between WV Reclaim Co, LLC and Range Sky View Land LLC, dated June 30, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). | |
| 10.9 | Assignment and Assumption Agreement between AppleAtcha Land LLC and Range Sky View Land LLC (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on July 3, 2025). | |
| 10.10 | Stock Purchase Agreement between Range Reclaim, LLC and Collins Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.11 | Purchase and Sale Agreement between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.2 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.12 | Option Agreement between Range Bluegrass Land, LLC and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.13 | Consulting Agreement between the registrant and MRR CNG, LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.4 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.14 | Consulting Agreement between the registrant and F&G LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.5 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.15 | Membership Interest Option and Cash Distribution Right Agreement between Range Bluegrass Land, LLC and Wicks Building LLC, dated December 31, 2025 (Incorporated by reference to Exhibit 10.6 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). | |
| 10.16 | Joinder to General Indemnity Agreement between Continental Heritage Insurance Company, Range Bluegrass Land, LLC and Reckoning Reclamation, LLC, dated as of December 31, 2025 (Incorporated by reference to Exhibit 10.7 to the registrant’s Form 8-K filed with the SEC on January 7, 2026). |
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| 10.17 | 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). | |
10.18 |
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). | |
| 10.19 | Purchase and Sale Agreement, dated as of March 31, 2025, by and among Appleatcha Land, LLC, WV Reclaim Co, LLC and Range Sky View LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April 2, 2025. | |
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
| 31.2 | Certification of Chief Financial Officer (Principal Accounting Officer) Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934* | |
| 32.1 | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | |
| 32.2 | Certification of Chief Financial Officer (Principal Accounting Officer) Pursuant to Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | |
| 95 | Mine Safety Disclosures | |
| 101.INS | Inline XBRL Instance Document * | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document * | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase * | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document * | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document * | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Furnished herewith.
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
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