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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 30, 2026
RANGE
IMPACT, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53832 |
|
75-3268988 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 200
Park Avenue, Suite 400 |
|
|
| Cleveland,
Ohio |
|
44122 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (216) 304-6556
Not
Applicable
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
| Common
Stock |
|
RNGE |
|
OTCQB |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
MRR
Option Transition Agreement and MRR Subscription Agreement
On
September 30, 2026, Range Bluegrass Land, LLC (“Range Bluegrass”), a wholly owned indirect subsidiary of Range Impact,
Inc. (the “Company”), entered into a Transition Agreement (the “MRR Option Transition Agreement”)
with MRR CNG, LLC (“MRR”), pursuant to which the parties terminated the Option Agreement dated December 31, 2025 (the
“MRR Option Agreement”) pursuant to which Range Bluegrass had granted MRR an option to purchase approximately 1,500
acres of property in Eastern Kentucky. As consideration for MRR entering into the MRR Option Transition Agreement, the Company and MRR
entered into a Subscription Agreement (the “MRR Subscription Agreement”), pursuant to which the Company issued 654,434
shares of its common stock to MRR in exchange for $500,000 (the “MMR Subscription Price”). The MMR Subscription Price
was deemed paid by virtue of the Option Fee of $500,000 paid to Range Bluegrass pursuant to the MMR Option Agreement. The shares were
issued at a price of $0.764 per share, which is the volume-weighted average price of the Company’s common stock for all trades
executed during the month of September 2026.
The
foregoing description of the MRR Option Transition Agreement and the MRR Subscription Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the corresponding documents attached hereto as Exhibits 10.1 and 10.2, respectively.
Wicks
Option Transition Agreement and Wicks Subscription Agreement
On
September 30, 2026, Range Bluegrass entered into a Transition Agreement (the “Wicks Option Transition Agreement”)
with Wicks Building LLC, (“Wicks”), pursuant to which the parties terminated the Membership Interest
Option and Cash Distribution Agreement dated December 31, 2025 (the “Wicks Option Agreement”) pursuant to which Range
Bluegrass granted Wicks (i) the right to receive the same amount of any cash distribution made by Range Bluegrass to its sole member
or any other affiliate of the Company and (ii) an option, exercisable in Wicks’ sole discretion, to convert the foregoing cash
distribution right into Fifty Percent (50%) of the membership interests of Range Bluegrass. As consideration for Wicks entering into
the Wicks Option Transition Agreement, the Company and Wicks entered into a Subscription Agreement (the “Wicks Subscription
Agreement”) pursuant to which the Company issued 654,434 shares of its common stock to Wicks in exchange for $500,000 (the
“Wicks Subscription Price”). The Wicks Subscription Price was deemed paid by virtue of the Option Fee of $500,000
paid to Range Bluegrass pursuant to the Wicks Option Agreement. The shares were issued at a price of $0.764 per share, which is the volume-weighted
average price of the Company’s common stock for all trades executed during the month of September.
The
foregoing description of the Wicks Option Transition Agreement and the Wicks Subscription Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the corresponding documents attached hereto as Exhibits 10.3 and 10.4,
respectively.
MRR
Consulting Transition Agreement and F&G Consulting Transition Agreement
On
September 30, 2026, in connection with entering into the MRR Option Transition Agreement and Wicks Option Transition Agreement, the Company
entered into Transition Agreements (together, the “Consulting Transition Agreements”) with each of MRR and F &
G, LLC, (“F&G”) terminating each of the Consulting Agreements, dated December 31, 2025,
that the Company had entered into with MRR and F&G (together,
the “Consulting Agreements”). Pursuant to the Consulting Transition Agreements, the fees previously paid to the Company
under the Consulting Agreements were deemed earned by the Company and not refundable.
The
foregoing description of the Consulting Transition Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the corresponding documents attached hereto as Exhibits 10.5 and 10.6.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K regarding the MMR Subscription Agreement and Wicks Subscription
Agreement (together, the “Subscription Agreements”) are incorporated into this Item 3.02 by reference.
The
shares of common stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended,
or any state securities laws and were issued in reliance upon an exemption from registration under the Securities Act. Each of MMR and
Wicks represented in their respective Subscription Agreement that it was acquiring the shares for its own account and not with a view
to distribution or resale in violation of the Securities Act or applicable state securities laws, except pursuant to registered or exempt
sales. The shares may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant
to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance
with applicable state securities laws.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Transition
Agreement, dated September 30, 2026, between Range Bluegrass Land, LLC and
MRR CNG, LLC. |
| |
|
|
| 10.2 |
|
Subscription
Agreement, dated September 30, 2026, between Range Impact, Inc. and MRR CNG, LLC. |
| |
|
|
| 10.3 |
|
Transition
Agreement, dated September 30, 2026, between Range Bluegrass Land, LLC and
Wicks Building LLC. |
| |
|
|
| 10.4 |
|
Subscription Agreement, dated September 30, 2026, between Range Impact, Inc. and Wicks Building LLC. |
| |
|
|
| 10.5 |
|
Transition Agreement, dated September 30, 2026, between Range Impact, Inc. and MRR CNG, LLC. |
| |
|
|
| 10.6 |
|
Transition Agreement, dated September 30, 2026, between Range Impact, Inc. and F & G LLC. |
| |
|
|
| 104 |
|
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
RANGE
IMPACT, INC. |
| |
|
|
| Dated:
October 6, 2026 |
By: |
/s/
Michael Cavanaugh |
| |
Name:
|
Michael
Cavanaugh |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
| 10.1 |
|
Transition
Agreement, dated September 30, 2026, between Range Bluegrass
Land, LLC and
MRR CNG, LLC.
|
| |
|
|
| 10.2 |
|
Subscription Agreement, dated September 30, 2026, between Range Impact, Inc. and MRR CNG, LLC. |
| |
|
|
| 10.3 |
|
Transition
Agreement, dated September 30, 2026, between Range Bluegrass Land, LLC and
Wicks Building LLC. |
| |
|
|
| 10.4 |
|
Subscription Agreement, dated September 30, 2026, between Range Impact, Inc. and Wicks Building LLC. |
| |
|
|
| 10.5 |
|
Transition Agreement, dated September 30, 2026, between Range Impact, Inc. and MRR CNG, LLC. |
| |
|
|
| 10.6 |
|
Transition Agreement, dated September 30, 2026, between Range Impact, Inc. and F & G LLC. |
| |
|
|
| 104 |
|
Cover
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