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2025-12-31
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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): December 31, 2025
RANGE
IMPACT, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-53832 |
|
75-3268988 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
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 |
|
OTC
Markets |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Sale
of Shares of Collins Building & Contracting, Inc.
On
December 31, 2025, Range Reclaim, LLC (“Range Reclaim”), a wholly-owned direct subsidiary of Range Impact, Inc. (the “Company”),
and Range Environmental Resources, Inc., a wholly-owned indirect
subsidiary of the Company, entered into a Stock Purchase Agreement (the “Collins Sale Agreement”) with Collins Reclamation,
LLC (“Collins Reclamation”), an unaffiliated entity, pursuant to which Range Reclaim agreed to sell all of the outstanding
shares of common stock of Collins Building & Contracting, Inc., a wholly-owned indirect subsidiary of the Company (“Collins
Building”), to Collins Reclamation in exchange for, among other things, the assumption of the liabilities and obligations associated
with various on-going agreements entered into by Collins Building. The Collins Sale Agreement contains terms, conditions, covenants,
indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for
a transaction of this nature.
The
Company had originally acquired the business of Collins Building in August 2023 in connection with the Company’s plan to expand
its reclamation services in the abandoned mine land and bond forfeitures projects in West Virginia (the “AML Business”).
The Company ultimately determined that it was in the Company’s best interests to exit the AML Business
in order to focus its capital and human resources on the reclamation
and repurposing of Company-owned mine sites, and in August 2024, the Company entered into an asset purchase agreement pursuant to which
it sold the bulk of the AML Business assets. The transaction reflected by the Collins Sale Agreement represents the
final step in exiting
the AML Business.
The
foregoing description of the Collins Sale Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Collins Sale Agreement and its exhibits and schedules attached hereto as Exhibit 10.1.
Kentucky
Mine Land Purchase
On
December 31, 2025, Range Bluegrass Land, LLC, a newly-formed wholly-owned indirect subsidiary of the Company (“Range Bluegrass”),
entered into a Purchase and Sale Agreement (the “Bluegrass PSA”) with Continental Land Co., LLC (“Continental Land”)
for the purchase of the real and personal property commonly associated with the previous Premier Elkorn and Cambrian Coal mining operations
in Eastern Kentucky (the “Premier-Cambrian Property”). Range Bluegrass was not required to pay any cash for the Premier-Cambrian
Property to Continental Land, the sole consideration being Range Bluegrass’ agreement to assume responsibility for the oversight,
management and release of the forty-three (43) mining permits owned by Reckoning Reclamation, LLC (“Reckoning”) associated
with the Premier-Cambrian Property and the mines located thereon, including responsibility for paying the reclamation costs associated
with each individual permit. In connection with its assumption of the reclamation costs, on December 31, 2025, Range Bluegrass also entered
into a Joinder to General Indemnity Agreement (“GIA Joinder”) by and among Range Bluegrass, Reckoning Reclamation, and Continental
Heritage Insurance Company (“Continental Insurance”), the latter of which issued the surety bonds with respect to the permits
associated with the mines on the Premier-Cambrian Property (the “Reckoning Permits”),
pursuant to which Range Bluegrass pledged the real and personal
property associated with the Premier-Cambrian Property as collateral in support of the approximately $54 million in bonds issued by Continental
Insurance for the Reckoning Permits.
Continental
Land is 80%-owned by Tower IV, LLC, an investment entity owned by the daughters of Joseph E. LoConti, the Company’s largest shareholder
(“LoConti”). LoConti is a manager
of Continental Land. Devica Capital, LLC (“Devica”) owns the remaining 20% of Continental Land. Michael Cavanaugh, the Company’s
Chief Executive Officer and member of the Company’s board of directors, own 100% of Devica. LoConti also owns approximately 9%
of the outstanding stock of Continental Insurance which holds the reclamation bonds, the liability for which is being assumed by Range
Bluegrass in connection with the transactions reflected by the Bluegrass PSA. The Bluegrass PSA contains terms, conditions, covenants,
indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for
a transaction of this nature.
The
foregoing description of the Bluegrass PSA does not purport to be complete and is qualified in its entirety by reference to the full
text of the Bluegrass PSA and its exhibits and schedules attached hereto as Exhibit 10.2.
Kentucky
Property Real Estate Option
On
December 31, 2025, Range Bluegrass and MRR CNG, LLC, a Connecticut limited liability company engaged in the business of waste sorting
and recycling for residential and commercial customers throughout the eastern United States (“MRR”), entered into an Option
Agreement (“MRR Option Agreement”) pursuant to which Range Bluegrass, subject to the satisfaction of certain conditions set
forth in the Option Agreement and in consideration of the payment of $500,000 (the “Option Fee”), granted MRR an option to
purchase approximately 1,500 acres of the land purchased by Range Bluegrass (the “MRR Option”) pursuant to the Bluegrass
PSA described above in this Item 1.01 (the “Option Property”). Subject to such extensions as permitted by the MRR Option
Agreement, the MRR Option commenced on December 31, 2025 and expires on December 31, 2031 (the “Option Term”).
Pursuant
to the MRR Option Agreement, in the event of MRR’s exercise of the MMR Option, Range Bluegrass and MRR agree to use good faith
efforts to negotiate a purchase agreement for the Option Property based on an appraised value or such other method as may be mutually
agreed upon by the parties, reduced by the Option Fee (among other credits) and subject to Range Bluegrass’ retention of, among
other things, (i) its right to retain the ownership of certain timber and mineral rights and related facilities in, on or under the Option
Property and (ii) all environmental and reclamation obligations and associated liabilities, as well as all regulatory fines, penalties
and other liabilities arising from Range Bluegrass’ operations on and ownership of the Option Property. The
MRR Option Agreement also
permits MRR to conduct certain due diligence activities during
the Option Term and requires Range Bluegrass to make available to MRR, upon request, information reasonably requested by MRR relating
to the Option Property. The MMR Option Agreement contains terms, conditions, covenants, indemnification provisions, and representations
and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The
foregoing description of the MRR Option Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the MRR Option Agreement and its exhibits and schedules attached hereto as Exhibit 10.3.
Landfill
Development Consulting Agreements
| ● | MRR
Consulting Agreement. On December 31, 2025, and in conjunction with the execution of
the above-referenced MRR Option Agreement, the Company and MRR entered into a consulting
agreement (the “MRR Consulting Agreement”) pursuant to which the Company agreed
to provide MMR with certain services, among them, reclamation, remediation, road and culvert
reclamation plans, assessment, monitoring, bond release applications and bond instrument
review, internal compliance reviews and land use planning services related to MMR’s
potential development of a new residential and commercial landfill operation on the Option
Property, all as set forth more specifically on Exhibit A to the MRR Consulting Agreement. |
The
MMR Consulting Agreement provides for an initial engagement fee payment of $500,000 paid on December 31, 2025 and quarterly engagement
fee payments of $250,000 payable thereafter until December 31, 2027. The MMR Consulting Agreement terminates on December 31, 2027 provided
that either party may terminate the agreement at an earlier date by providing the other party with a 30-day written notice of such intent
to terminate. If the MRR Consulting Agreement is terminated prior to December 31, 2027, MMR is only responsible for paying the pro rata
amount of the engagement fees and all previous paid engagement fees would be deemed earned and paid.
The
MRR Consulting Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each
of the respective parties that are customary and typical for a transaction of this nature.
| ● | F&G
LLC Consulting Agreement.
On December 31, 2025, and in conjunction with the execution of the above-referenced MRR Option
Agreement and MRR Consulting Agreement, the Company and F&G, LLC, a Connecticut limited
liability company and affiliate of MRR, engaged in the business of waste sorting and recycling
for residential and commercial customers throughout the eastern United States (“F&G”),
entered into a
consulting agreement (the “F&G Consulting Agreement”) pursuant to which the
Company agreed to provide F&G with certain services, among them, reclamation, remediation,
road and culvert reclamation plans, assessment, monitoring, bond release applications and
bond instrument review, internal compliance reviews and land use planning services related
to the potential development of the new residential and commercial landfill operation on
the Option Property, all as set forth more specifically on Exhibit A to the F&G Consulting
Agreement. To the Company’s knowledge, MRR and F&G are affiliated entities. |
The
F&G Consulting Agreement provides for an initial engagement fee payment of $500,000 paid on December 31, 2025 and quarterly engagement
fee payments of $250,000 payable thereafter until December 31, 2027. The F&G Consulting Agreement terminates on December 31, 2027
provided that either party may terminate the agreement at an earlier date by providing the other party with a 30-day written notice of
such intent to terminate. If the F&G Consulting Agreement is terminated prior to December 31, 2027, F&G is only responsible for
paying the pro rata amount of the engagement fees and all previous paid engagement fees would be deemed earned and paid.
The
F&G Consulting Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from
each of the respective parties that are customary and typical for a transaction of this nature, almost all of which are identical to
the terms and provisions in the related MRR Consulting Agreement.
The
foregoing descriptions of the MRR Consulting Agreement and F&G Consulting Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of the MRR Consulting Agreement and F&G Consulting Agreement and their respective
exhibits and schedules attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively.
Range
Bluegrass Membership Interest Option and Cash Distribution Agreement
On
December 31, 2025, Range Bluegrass and Wicks Building LLC, a Connecticut limited liability company and affiliate of F&G and MRR (“Wicks”),
entered into a Membership Interest Option and Cash Distribution Agreement (“Option Agreement”) pursuant to which Range Bluegrass
granted Wicks, in consideration of Wicks’ payment of Five Hundred Thousand Dollars ($500,000)
to Range Bluegrass (i) the right to receive the
same amount of any cash distribution made by Range Bluegrass to Range Land, LLC, its sole member, or to the Company, its ultimate parent,
or any other parent, subsidiary or affiliate of Range Bluegrass (the “Cash Distribution Right”) pursuant to the Operating
Agreement of Range Bluegrass, dated as of December 15, 2025 (the “Operating Agreement”) and (ii) an option, exercisable in
Wicks’ sole discretion, to convert the Cash Distribution Right into Fifty Percent (50%) of the membership interests of Range Bluegrass
(the “Equity Option”).
Upon exercise of the Equity Option or at such other time as Range Bluegrass and Wicks may mutually agree, they shall mutually agree on
the documents reasonably necessary to reflect Wicks’ ownership of Range Bluegrass’ membership interests, which shall
include, without limitation, an amended and restated Operating Agreement reflecting Wicks’ ownership of 50% of the membership interests
in Range Bluegrass and such other provisions customary for a multi-member limited liability company organized in the State of Ohio, including,
without limitation, provisions related to governance, management, special approvals for material events, distributions, and transfer
restrictions, and furthermore, any additional provisions required to clarify that Wicks will not be liable in any way for any costs,
expenses or obligations associated with the Reckoning mine permits or the associated reclamation bonds.
Pursuant
to the Option Agreement, the Cash Distribution Right will remain in effect for the period beginning on December 31, 2025 and continue
until the earlier of (a) Wicks’ exercise of the Equity Option or (b) December 31, 2040 (the “Option Period”). During
the Option Period, Range Bluegrass is obligated to prepare and deliver to Wicks, on a quarterly basis, information related to the financial,
operational and bond reduction activities of Range Bluegrass, including Range Bluegrass’ historical and forecasted financial statements,
current and forecasted cash position, and status of cash flow activities, reclamation activities and future land developments.
The
Option Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the
respective parties that are customary and typical for a transaction of this nature.
The
foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Option Agreement and its exhibits attached hereto as Exhibit 10.6.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.01 in its entirety.
On
December 31, 2025, pursuant to the Collins Sale Agreement, Range Reclaim LLC, a wholly-owned subsidiary of the Company, disposed of all
of the shares of common stock of Collins Building to Collins Reclamation. Roger Collins, a former adviser
to the Company relating
to the AML Business, is the beneficial owner of
Collins Reclamation.
On
December 31, 2025, pursuant to the Bluegrass PSA, Range Bluegrass LLC, a wholly owned subsidiary of the Company, acquired the real and
personal property commonly associated with the Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky. There are currently
no mining or other revenue-generating activities at the Premier-Cambrian Property.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
December 31, 2025, in connection with the acquisition of the Premier-Cambrian Property, Range Bluegrass, a wholly-owned subsidiary of
the registrant, entered into a Joinder to General Indemnity Agreement by and among Range Bluegrass, Reckoning Reclamation, and Continental
Heritage Insurance Company (the “Joinder Agreement”), pursuant to which Range Bluegrass is contingently liable to fully indemnify
and reimburse Continental Insurance for any losses, costs, expenses or fees in connection with the approximately $54 million of reclamation
bonds issued by Continental Insurance with respect to the permits associated with the mines on the Premier-Cambrian Property
(the “Reckoning Permits”) and pursuant to which Range Bluegrass pledged the real and personal property associated with the
Premier-Cambrian Property as collateral in support of such bonds. Joseph E. LoConti, the Company’s largest shareholder, owns approximately
9% of the outstanding stock of Continental Insurance.
The
Joinder Agreement
contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties
that are customary and typical for a transaction of this nature.
The
foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Joinder Agreement and its exhibit attached hereto as Exhibit 10.7.
Item
8.01 Other Events.
Press
Release
On
January 7, 2026,
the Company issued a press release related to the transactions referenced in this Current Report.
A
copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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 this Current Report that is required
to be disclosed solely by Regulation FD.
Portions
of this Current Report 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.
The
information set forth under this Item 9.01 is being furnished under Items 9.01 and 2.01 and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
(d)
Exhibits. The following is a list of the Exhibits filed with this report:
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Stock Purchase Agreement by and among
Range Reclaim, LLC, Range Environmental Resources, Inc. and Collins Reclamation, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.2 |
|
Purchase and Sale Agreement by and between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.3 |
|
Option Agreement by and between Range Bluegrass Land, LLC and MRR CNG, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.4 |
|
Consulting Agreement by and between
Range Impact, Inc. and MRR CNG, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.5 |
|
Consulting Agreement by and between Range Impact, Inc. and F & G LLC, dated as of December 31, 2025. |
| |
|
|
| 10.6 |
|
Membership Interest Option and Cash Distribution Right Agreement by and between Range Bluegrass Land, LLC and Wicks Building LLC, dated as of December 31, 2025. |
| |
|
|
| 10.7 |
|
Joinder to General Indemnity Agreement by and among Range Bluegrass Land, LLC, Reckoning Reclamation, LLC, and Continental Heritage Insurance Company, dated as of December 31, 2025. |
| |
|
|
| 99.1 |
|
Press Release dated January 7, 2026. |
| |
|
|
| 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:
January 7, 2026 |
By: |
/s/
Michael Cavanaugh |
| |
Name:
|
Michael
Cavanaugh |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Stock Purchase Agreement by and among
Range Reclaim, LLC, Range Environmental Resources, Inc. and Collins Reclamation, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.2 |
|
Purchase and Sale Agreement by and between Continental Land Co., LLC and Range Bluegrass Land, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.3 |
|
Option Agreement by and between Range Bluegrass Land, LLC and MRR CNG, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.4 |
|
Consulting Agreement by and between
Range Impact, Inc. and MRR CNG, LLC, dated as of December 31, 2025. |
| |
|
|
| 10.5 |
|
Consulting Agreement by and between Range Impact, Inc. and F & G LLC, dated as of December 31, 2025. |
| |
|
|
| 10.6 |
|
Membership Interest Option and Cash Distribution Right Agreement by and between Range Bluegrass Land, LLC and Wicks Building LLC, dated as of December 31, 2025. |
| |
|
|
| 10.7 |
|
Joinder to General Indemnity Agreement by and among Range Bluegrass Land, LLC, Reckoning Reclamation, LLC, and Continental Heritage Insurance Company, dated as of December 31, 2025. |
| |
|
|
| 99.1 |
|
Press Release dated January 7, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
