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0001438943
0001438943
2025-09-23
2025-09-23
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 23, 2025
RANGE
IMPACT, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53832 |
|
75-3268988 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
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.
Securities
Purchase Agreements
On
September 23, 2025, Range Impact, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”)
with each of the purchasers identified therein (the “Purchasers”) providing for the issuance and sale by the Company to the
Purchasers of an aggregate of 3,666,667 shares of the Company’s common stock (the “Shares”) at a price of $0.15 per
share. The aggregate gross proceeds from the sale of the Shares are approximately $550,000. The Purchasers are Edward Feighan, the
Chairman of the Board of Directors of the Company, Michael Cavanaugh, a director and Chief Executive Officer of the Company, and Tower
IV, LLC, an existing shareholder of the Company. Messrs. Feighan and Cavanaugh each invested $100,000 in the Shares and Tower IV, LLC
invested $350,000.
The
Purchase Agreements contain the customary representations, warranties, indemnification rights, and obligations of the parties in agreements
of this type, including that the Company will use commercially reasonable efforts to file a registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), to register the Shares as soon as practicable following the closing. The
transactions represented by the Purchase Agreements closed on September 23, 2025.
The
foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the
full text of each of the
Purchase Agreements attached hereto as Exhibits 10.1, 10.2
and 10.3.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02 in its entirety.
Pursuant
to the Purchase Agreements, the Company issued 3,666,667 shares of the Company’s common stock to the Purchasers on September
23, 2025. The sale of the Shares was exempt from the registration requirements of the Securities Act as transactions by an issuer not
involving a public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities
Act (“Regulation D”). The Company made this determination based on the representations of the Purchasers in the Purchase
Agreements, including, but not limited to, that each Purchaser is an “accredited investor” within the meaning
of Rule 501 of Regulation D and that each such Purchaser evaluated the merits and risks of the investment reflected
by such Purchase Agreement.
Item
8.01. Other Events.
We
are furnishing the disclosure in this Item 8.01 in connection with the disclosure of information in a press release released on September
24, 2025, announcing the issuance of the Shares. The press release is attached to this Current Report as Exhibit 99.1.
The
information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
This Current Report will not be deemed an admission as to the materiality of any information in the Current Report that is required to
be disclosed solely by Regulation FD.
Portions
of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based
on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors.
Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation
Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings
with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims
any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
10.1
|
|
Securities Purchase Agreement, dated September 23, 2025, between the Company
and Edward Feighan.
|
| |
|
|
| 10.2 |
|
Securities Purchase Agreement, dated September 23, 2025, between the Company and Michael Cavanaugh.
|
| |
|
|
| 10.3 |
|
Securities Purchase Agreement, dated September 23, 2025, between the Company and Tower IV, LLC.
|
| |
|
|
| 99.1 |
|
Press Release from the Company dated September 24, 2025 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 24, 2025 |
By: |
/s/
Michael Cavanaugh |
| |
Name:
|
Michael
Cavanaugh |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
10.1
|
|
Securities Purchase Agreement, dated September 23, 2025, between the Company
and Edward Feighan.
|
| |
|
|
| 10.2 |
|
Securities Purchase Agreement, dated September 23, 2025, between the Company and Michael Cavanaugh.
|
| |
|
|
| 10.3 |
|
Securities Purchase Agreement, dated September 23, 2025, between the Company and Tower IV, LLC.
|
| |
|
|
| 99.1 |
|
Press Release from the Company dated September 24, 2025 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
