Correspondence 0001493152-24-048614 from RANGE IMPACT, INC. (RNGE) (CIK 0001438943) (RNGE)
RANGE IMPACT, INC. (RNGE) (CIK 0001438943)
Date: Dec. 4, 2024 · CIK: 0001438943 · Accession: 0001493152-24-048614
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 Re: RANGE IMPACT, INC. Amendment No. 1 to Registration Statement on Form S-1 Filed November 14, 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 December 2, with respect to Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment No. 1”) filed by Range Impact, Inc. (the “Company”) on November 14, 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. 2 (the “Amendment No. 2”) to the Registration Statement to reflect changes made in response to the comments set forth in the Comment Letter. All page references herein are to Amendment No. 2 filed on the date hereof.
Please find enclosed (in the overnight delivery package) four copies of the Amendment marked to show changes from Amendment No. 1.
Amended Registration Statement on Form S-1:
Our Business, page 5
1. We note your response to prior comment 4 and your revised disclosure. Please reconcile your disclosure on page 5 that you commenced researching the development of cannabinoid pharmaceutical candidates known as cannabosides principally for the treatment of serious neurological and inflammatory disorders, a research activity you continue to conduct, with your disclosure elsewhere that you are no longer in the cannabinoid drug development business. Also, please describe your interests in Placer Biosciences, Inc. and provide a brief description of that business.
West 2nd Street
Suite
Cleveland, OH 44113-1406
FIRM 216.583.7000 FAX 216.583.7001
RESPONSE:
The Prospectus has been revised to reflect that the Company no longer conducts the referenced research activity. As noted on page 22 of Amendment No. 1 (and Amendment No. 2), on September 30, 2024, the Company entered into a Stock Purchase Agreement with Placer Biosciences, Inc. pursuant to which the Company sold to Placer all of the Company’s common stock in Graphium Biosciences, Inc., the wholly-owned subsidiary of the Company that carried out the cannabinoid drug development business, in exchange for (i) a warrant exchangeable into 1,000 shares of Placer common stock, exercisable at $0.01 per share, expiring September 30, 2034, and subject to certain anti-dilution adjustments; (ii) de minimis cash consideration; and (iii) 50% of any equipment sale proceeds realized by Placer during the 12-month period following the closing. Other than the consideration received by the Company in the Stock Purchase Agreement (a copy of which is attached to the Registration Statement as Exhibit 10.11), the Company has no involvement in the business being conducted by Placer. That being said, it is the Company’s understanding that Placer is seeking to conduct a cannabinoid drug development business.
Signatures, page 36
2.
Refer to prior comment 13. Please revise the signature section to also have Patricia Missal sign below the signature block which references this registration statement has been signed by the following persons in the capacities and on the dates indicated.
RESPONSE:
The signature section on page 36 has been revised to include the signature of Patricia Missal in her capacities as Principal Accounting Officer and Principal Financial Officer and on the dates indicated.
Exhibits 5.1, 23.1 and 107 will be updated as appropriate. If you have any questions, please do not hesitate to contact the undersigned.
Very
truly yours,
/s/ Howard Groedel
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CORRESP
1
filename1.htm
Howard
Groedel
Partner
DIRECT
216.583.7118
DIRECT
FAX
216.583.7119
EMAIL
hgroedel@ubglaw.com
December
4, 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:
RANGE
IMPACT, INC.
Amendment
No. 1 to Registration Statement on Form S-1
Filed
November 14, 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 December
2, with respect to Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment No. 1”) filed by Range
Impact, Inc. (the “Company”) on November 14, 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. 2 (the “Amendment
No. 2”) to the Registration Statement to reflect changes made in response to the comments set forth in the Comment Letter.
All page references herein are to Amendment No. 2 filed on the date hereof.
Please
find enclosed (in the overnight delivery package) four copies of the Amendment marked to show changes from Amendment No. 1.
Amended
Registration Statement on Form S-1:
Our
Business, page 5
1. We
note your response to prior comment 4 and your revised disclosure. Please reconcile your
disclosure on page 5 that you commenced researching the development of cannabinoid pharmaceutical
candidates known as cannabosides principally for the treatment of serious neurological and
inflammatory disorders, a research activity you continue to conduct, with your disclosure
elsewhere that you are no longer in the cannabinoid drug development business. Also, please
describe your interests in Placer Biosciences, Inc. and provide a brief description of that
business.
1660
West 2nd Street
Suite
1100
Cleveland,
OH 44113-1406
FIRM
216.583.7000
FAX
216.583.7001
RESPONSE:
The Prospectus has been revised to reflect that the Company no longer conducts the referenced research activity. As noted on page 22 of Amendment No. 1 (and Amendment No. 2), on September 30, 2024, the Company entered into a Stock Purchase Agreement with Placer Biosciences, Inc. pursuant to which the Company sold to Placer all of the Company’s common stock in Graphium Biosciences, Inc., the wholly-owned subsidiary of the Company that carried out the cannabinoid drug development business, in exchange for (i) a warrant exchangeable into 1,000 shares of Placer common stock, exercisable at $0.01 per share, expiring September 30, 2034, and subject to certain anti-dilution adjustments; (ii) de minimis cash consideration; and (iii) 50% of any equipment sale proceeds realized by Placer during the 12-month period following the closing. Other than the consideration received by the Company in the Stock Purchase Agreement (a copy of which is attached to the Registration Statement as Exhibit 10.11), the Company has no involvement in the business being conducted by Placer. That being said, it is the Company’s understanding that Placer is seeking to conduct a cannabinoid drug development business.
Signatures,
page 36
2.
Refer to prior comment 13. Please revise the
signature section to also have Patricia Missal sign below the signature block which references this registration statement has been signed
by the following persons in the capacities and on the dates indicated.
RESPONSE:
The signature section on page 36 has been
revised to include the signature of Patricia Missal in her capacities as Principal Accounting Officer and Principal Financial
Officer and on the dates indicated.
Exhibits 5.1, 23.1 and 107 will be updated as appropriate. If you have any questions, please do
not hesitate to contact the undersigned.
Very
truly yours,
/s/ Howard Groedel
Howard Groedel
cc: Michael Cavanaugh, Chief Executive Officer, Range Impact, Inc.