Correspondence 0001493152-24-045912 from RANGE IMPACT, INC. (RNGE) (CIK 0001438943) (RNGE)
RANGE IMPACT, INC. (RNGE) (CIK 0001438943)
Date: Nov. 14, 2024 · CIK: 0001438943 · Accession: 0001493152-24-045912
AI Filing Summary & Sentiment
File numbers found in text: 333-279203
Letter
VIA EDGAR AND OVERNIGHT DELIVERY Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Ruairi Regan Re: Response to comments to RANGE IMPACT, INC. Registration Statement on Form S-1 Filed May 8, 2024 File No. 333-279203
Dear Mr. Regan: We are writing this letter to respond to the comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 4, 2024 with respect to the Registration Statement on Form S-1 (the “Registration Statement”) filed by Range Impact, Inc. (the “Company”) on May 8, 2024. For your convenience, we have repeated your comments in italics followed by the Company’s response. Simultaneously with the filing of this letter, the Company is filing Amendment No. 1 (the “Amendment”) to the Registration Statement to reflect changes made in response to comments set forth in the Comment Letter. All page references are to the version of the Amendment filed on the date hereof.
Please find enclosed (in the overnight delivery package) four copies of the Amendment marked to show changes from the original Registration Statement. The changes reflected in the Amendment include those made in response to the comments of the Staff in the Comment Letter and other changes that are intended to update, clarify and render the information complete.
United States Securities and Exchange Commission
November 14, 2024
Page
Registration Statement on Form S-1:
General
1. We note your disclosure that your Common Stock is traded on the OTC Pink Sheets tier of the OTC Markets under the symbol “RNGE” and that the selling stockholders may sell the shares (i) on the OTC Pink Sheets market or otherwise; (ii) at market prices, which may vary during the offering period, or at negotiated prices; (iii) in ordinary brokerage transactions, block transactions, or in privately negotiated transactions; or (iv) in a combination of these methods. Please note that we do not consider the OTC Pink Sheets to constitute a sufficient existing market, under Item 501(b)(3), for selling shareholders to offer their shares at market prices. Therefore, please revise here and throughout the prospectus that the offering price will be at a fixed price for the duration of the offering or revise the OTC Market system on which your shares will be quoted and on which selling shareholders may sell at market prices. Refer to Item 201(a)(1)(iii) of Regulation S-K, which provides that “the existence of limited or sporadic quotations” such as the Pink Sheets “should not of itself be deemed an established public trading market.” Please revise your disclosure here and in your Plan of Distribution section accordingly.
RESPONSE:
As you may recall, in a telephone call between the Staff and the undersigned shortly after the Company’s receipt of the Comment Letter, the undersigned indicated that the Company intended to apply for listing on the OTCQB and would file an Amendment to the Registration Statement and respond to the Comment Letter at such time as that application was acted upon. Effective October 7, 2024, the Company’s shares of common stock were upgraded to and listed for trading on the OTCQB, an established public trading market. The Company has accordingly revised disclosures on the cover page of the Prospectus and in the “Plan of Distribution” section to replace any references to “OTC Pink Sheets” with “OTCQB”.
Our Business, page 4
2. Please provide a full discussion of the general development of your business including the businesses and relationships with and among Vitality Biopharma, Inc. and Malachite Innovations, Inc. Please file as an exhibit the December 14, 2023 merger agreement between Range Impact, Inc. and Malachite Innovations, Inc.
RESPONSE:
The Prospectus has been revised in response to your comment. The Plan of Merger was originally filed as Exhibit 2.1.1 to the Company’s Form 8-K filed on December 14, 2023 and is now filed as Exhibit 2.3 to the Registration Statement, as amended.
3. Please provide an expanded description of the Range Reclaim business including the various land reclamation, water restoration and environmental consulting services you provide, and any dependence on revenue-generating activities, key products, services or customers, including governmental customers. Also, describe clearly the Range Minerals business including the activities at the Fola mine. Refer to Item 101(h)(4) of Regulation S-K.
United States Securities and Exchange Commission
November 14, 2024
Page
RESPONSE:
The Prospectus has been revised in response to your comment.
4. Given your operations in the cannabinoid and mining fields among others, clearly discuss the effect of existing or probable governmental regulations on the business, including whether you have received any licenses from the DEA in connection with your cannabinoid research.
RESPONSE:
The Prospectus has been revised in response to your comment. We note that there is no discussion regarding governmental regulations or DEA licenses pertaining to the cannabinoid business because, effective September 30, 2024, the Company exited the cannabinoid drug development business in its entirety through the sale of all of the outstanding shares of Graphium Biosciences, Inc. to Placer Biosciences, Inc., as previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2024. A copy of the Stock Purchase Agreement is attached to the Registration Statement, as amended, as Exhibit 10.11.
5. We note that much of the disclosure in your Form 10-K which you have incorporated by reference appears to be as of December 31, 2023. Please provide updated disclosure as required by Item 11A of Form S-1. For example, please provide updated disclosure regarding your business and provide the disclosure required by Items 401, 403 and 404 of Regulation S-K as of the most recent practicable date. It is unclear, for example, where you provided a description of your Chief Financial Officer, Patricia Missal’s experience.
RESPONSE:
The Prospectus has been revised in response to your comment.
United States Securities and Exchange Commission
November 14, 2024
Page
Selling Stockholders, page 9
6. We note your disclosure on page 9 regarding certain transactions with Indemnity National Insurance Company including that the Indemnity National Warrants were subsequently exchanged for 1,333,333 shares of your Common Stock pursuant to a Warrant Exchange Agreement, dated as of October 30, 2023 and that subsequently, on August 24, 2023, the Company and Indemnity National entered into a securities purchase agreement pursuant to which Indemnity National acquired 6,666,667 shares of your Common Stock at a price of $0.15 per share in consideration of $1,000,000 in cash. However, we noted you have provided no such disclosure in the description of your related party transactions. Please revise or advise us as appropriate.
RESPONSE:
The Prospectus has been revised in response to your comment.
7. We note your disclosure on page 9 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
RESPONSE:
This confirms the Company’s understanding that the retention by a selling securityholder of an underwriter in connection with the distribution of shares covered by the Registration Statement would constitute a material change to the Plan of Distribution requiring the filing by the Company of a post-effective amendment.
Plan of Distribution, page 11
8. We note your statement that the selling stockholders “may use any one or more of the following methods when selling securities ... any other method permitted pursuant to applicable law.” You are required to describe the plan of distribution to be used. Revise to delete the statement that the selling security holder may use “any other method permitted pursuant to applicable law.”
RESPONSE:
The Plan of Distribution section of the Prospectus has been revised in response to your comment by deleting the language “any other method permitted pursuant to applicable law.”
United States Securities and Exchange Commission
November 14, 2024
Page
Incorporation of Certain Information by Reference, page 15
9. It appears you are attempting to incorporate by reference the description of your securities in the Form 8-A filed on November 10, 2009. The 8-A filed on that date appears to incorporate by reference the description of your securities from another earlier filing. Disclosure must not be incorporated by reference from a second document if that second document incorporates information pertinent to such disclosure by reference to a third document. Refer to Securities Act Rule 411(e). Please revise. Also, the description of your securities from your earlier filing does not appear to include all the current material terms of the securities including the choice of forum provisions in section 7.1 of your bylaws. Please update the description of your securities accordingly.
RESPONSE:
The Prospectus, as amended, no longer incorporates by reference the description of the securities to be registered included in the Form 8-A filed on November 10, 2009. The disclosures in the “Description of Securities to be Registered” section of the Prospectus, as amended, includes all material terms of the securities to registered by the Registration Statement, including the choice of forum provisions in the new Bylaws of the Company that were adopted by the Board of Directors of the Company on November 7, 2024 (see our Response to Comment No. 10 below).
10. We note that your forum selection provision identifies a state or federal court located in Cuyahoga County in the State of Ohio court as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.
RESPONSE:
The Company has revised the disclosure in the Company’s Bylaw (Exhibit 3.2.3) as well as the Amendment to clarify that the forum selection provision does not apply to actions arising under the Securities Act or Exchange Act, or the rules and regulations thereunder.
United States Securities and Exchange Commission
November 14, 2024
Page
11. Please note that the completion of our review of your registration statement is subject to the resolution of our comments on your December 31, 2023 Form 10-K. To the extent applicable, please revise your registration statement disclosures to address our comments in the Form 10-K.
RESPONSE:
We respectfully believe that the Company’s responses to the Staff’s comments on its Form 10-K for the year ended December 31, 2023 and the revised disclosures are addressed, as required, in the Amendment.
Recent Sales of Unregistered Securities, page 17
12. For
Show Raw Text
CORRESP
1
filename1.htm
Howard Groedel
Partner
DIRECT
216.583.7118
DIRECT FAX
216.583.7119
EMAIL
hgroedel@ubglaw.com
November
14, 2024
VIA
EDGAR AND OVERNIGHT DELIVERY
Office
of Real Estate & Construction
Division of Corporation Finance
U.S. Securities and Exchange Commission 100
F
Street, NE
Washington,
D.C. 20549
Attn:
Mr. Ruairi Regan
Re:
Response
to comments to RANGE IMPACT, INC. Registration Statement on Form S-1 Filed May 8, 2024 File No. 333-279203
Dear
Mr. Regan: We are writing this letter to respond to the comment letter (the “Comment Letter”) of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 4,
2024 with respect to the Registration Statement on Form S-1 (the “Registration Statement”) filed by Range Impact,
Inc. (the “Company”) on May 8, 2024. For your convenience, we have repeated your comments in italics followed by the
Company’s response. Simultaneously with the filing of this letter, the Company is filing Amendment No. 1 (the “Amendment”)
to the Registration Statement to reflect changes made in response to comments set forth in the Comment Letter. All page references
are to the version of the Amendment filed on the date hereof.
Please
find enclosed (in the overnight delivery package) four copies of the Amendment marked to show changes from the original Registration
Statement. The changes reflected in the Amendment include those made in response to the comments of the Staff in the Comment Letter and
other changes that are intended to update, clarify and render the information complete.
United
States Securities and Exchange Commission
November
14, 2024
Page
2
Registration
Statement on Form S-1:
General
1. We
note your disclosure that your Common Stock is traded on the OTC Pink Sheets tier of the
OTC Markets under the symbol “RNGE” and that the selling stockholders may sell
the shares (i) on the OTC Pink Sheets market or otherwise; (ii) at market prices, which may
vary during the offering period, or at negotiated prices; (iii) in ordinary brokerage transactions,
block transactions, or in privately negotiated transactions; or (iv) in a combination of
these methods. Please note that we do not consider the OTC Pink Sheets to constitute a sufficient
existing market, under Item 501(b)(3), for selling shareholders to offer their shares at
market prices. Therefore, please revise here and throughout the prospectus that the offering
price will be at a fixed price for the duration of the offering or revise the OTC Market
system on which your shares will be quoted and on which selling shareholders may sell at
market prices. Refer to Item 201(a)(1)(iii) of Regulation S-K, which provides that “the
existence of limited or sporadic quotations” such as the Pink Sheets “should
not of itself be deemed an established public trading market.” Please revise your disclosure
here and in your Plan of Distribution section accordingly.
RESPONSE:
As
you may recall, in a telephone call between the Staff and the undersigned shortly after the Company’s receipt of the Comment Letter,
the undersigned indicated that the Company intended to apply for listing on the OTCQB and would file an Amendment to the Registration
Statement and respond to the Comment Letter at such time as that application was acted upon. Effective October 7, 2024, the
Company’s shares of common stock were upgraded to and listed for trading on the OTCQB, an established public trading market. The
Company has accordingly revised disclosures on the cover page of the Prospectus and in the “Plan of Distribution” section
to replace any references to “OTC Pink Sheets” with “OTCQB”.
Our
Business, page 4
2. Please
provide a full discussion of the general development of your business including the businesses
and relationships with and among Vitality Biopharma, Inc. and Malachite Innovations, Inc.
Please file as an exhibit the December 14, 2023 merger agreement between Range Impact, Inc.
and Malachite Innovations, Inc.
RESPONSE:
The
Prospectus has been revised in response to your comment. The Plan of Merger was originally filed as Exhibit 2.1.1 to the Company’s
Form 8-K filed on December 14, 2023 and is now filed as Exhibit 2.3 to the Registration Statement, as amended.
3. Please
provide an expanded description of the Range Reclaim business including the various land
reclamation, water restoration and environmental consulting services you provide, and any
dependence on revenue-generating activities, key products, services or customers, including
governmental customers. Also, describe clearly the Range Minerals business including the
activities at the Fola mine. Refer to Item 101(h)(4) of Regulation S-K.
United
States Securities and Exchange Commission
November
14, 2024
Page
3
RESPONSE:
The
Prospectus has been revised in response to your comment.
4. Given
your operations in the cannabinoid and mining fields among others, clearly discuss the effect
of existing or probable governmental regulations on the business, including whether you have
received any licenses from the DEA in connection with your cannabinoid research.
RESPONSE:
The
Prospectus has been revised in response to your comment. We note that there is no discussion regarding governmental regulations or DEA
licenses pertaining to the cannabinoid business because, effective September 30, 2024, the Company exited the cannabinoid drug development
business in its entirety through the sale of all of the outstanding shares of Graphium Biosciences, Inc. to Placer Biosciences, Inc.,
as previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on October 2, 2024. A copy of the
Stock Purchase Agreement is attached to the Registration Statement, as amended, as Exhibit 10.11.
5. We
note that much of the disclosure in your Form 10-K which you have incorporated by reference
appears to be as of December 31, 2023. Please provide updated disclosure as required by Item
11A of Form S-1. For example, please provide updated disclosure regarding your business and
provide the disclosure required by Items 401, 403 and 404 of Regulation S-K as of the most
recent practicable date. It is unclear, for example, where you provided a description of
your Chief Financial Officer, Patricia Missal’s experience.
RESPONSE:
The
Prospectus has been revised in response to your comment.
United
States Securities and Exchange Commission
November
14, 2024
Page
4
Selling
Stockholders, page 9
6. We
note your disclosure on page 9 regarding certain transactions with Indemnity National Insurance
Company including that the Indemnity National Warrants were subsequently exchanged for 1,333,333
shares of your Common Stock pursuant to a Warrant Exchange Agreement, dated as of October
30, 2023 and that subsequently, on August 24, 2023, the Company and Indemnity National entered
into a securities purchase agreement pursuant to which Indemnity National acquired 6,666,667
shares of your Common Stock at a price of $0.15 per share in consideration of $1,000,000
in cash. However, we noted you have provided no such disclosure in the description of your
related party transactions. Please revise or advise us as appropriate.
RESPONSE:
The
Prospectus has been revised in response to your comment.
7. We
note your disclosure on page 9 that your selling securityholders may sell their securities
in one or more underwritten offerings on a firm commitment or best efforts basis. Please
confirm your understanding that the retention by a selling stockholder of an underwriter
would constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation
S-K.
RESPONSE:
This
confirms the Company’s understanding that the retention by a selling securityholder of an underwriter in connection with the distribution
of shares covered by the Registration Statement would constitute a material change to the Plan of Distribution requiring the filing by
the Company of a post-effective amendment.
Plan
of Distribution, page 11
8. We
note your statement that the selling stockholders “may use any one or more of the following
methods when selling securities ... any other method permitted pursuant to applicable law.”
You are required to describe the plan of distribution to be used. Revise to delete the statement
that the selling security holder may use “any other method permitted pursuant to applicable
law.”
RESPONSE:
The
Plan of Distribution section of the Prospectus has been revised in response to your comment by deleting the language “any other
method permitted pursuant to applicable law.”
United
States Securities and Exchange Commission
November
14, 2024
Page
5
Incorporation
of Certain Information by Reference, page 15
9. It
appears you are attempting to incorporate by reference the description of your securities
in the Form 8-A filed on November 10, 2009. The 8-A filed on that date appears to incorporate
by reference the description of your securities from another earlier filing. Disclosure must
not be incorporated by reference from a second document if that second document incorporates
information pertinent to such disclosure by reference to a third document. Refer to Securities
Act Rule 411(e). Please revise. Also, the description of your securities from your earlier
filing does not appear to include all the current material terms of the securities including
the choice of forum provisions in section 7.1 of your bylaws. Please update the description
of your securities accordingly.
RESPONSE:
The
Prospectus, as amended, no longer incorporates by reference the description of the securities to be registered included in the Form 8-A
filed on November 10, 2009. The disclosures in the “Description of Securities to be Registered” section of the Prospectus,
as amended, includes all material terms of the securities to registered by the Registration Statement, including the choice of forum
provisions in the new Bylaws of the Company that were adopted by the Board of Directors of the Company on November 7, 2024 (see our Response
to Comment No. 10 below).
10. We
note that your forum selection provision identifies a state or federal court located in Cuyahoga
County in the State of Ohio court as the exclusive forum for certain litigation, including
any “derivative action.” Please disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to whether a court would enforce such provision. If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. If this provision does not apply to actions
arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under
the Securities Act or Exchange Act.
RESPONSE:
The
Company has revised the disclosure in the Company’s Bylaw (Exhibit 3.2.3) as well as the Amendment to clarify that the forum selection
provision does not apply to actions arising under the Securities Act or Exchange Act, or the rules and regulations thereunder.
United
States Securities and Exchange Commission
November
14, 2024
Page
6
11. Please
note that the completion of our review of your registration statement is subject to the resolution
of our comments on your December 31, 2023 Form 10-K. To the extent applicable, please revise
your registration statement disclosures to address our comments in the Form 10-K.
RESPONSE:
We
respectfully believe that the Company’s responses to the Staff’s comments on its Form 10-K for the year ended December 31,
2023 and the revised disclosures are addressed, as required, in the Amendment.
Recent
Sales of Unregistered Securities, page 17
12. For