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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): October 30, 2023
MALACHITE
INNOVATIONS, 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 |
|
MLCT |
|
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.
Warrant
Exchange Agreements
On
October 30, 2023, Malachite Innovations, Inc. (the “Company”) entered into warrant exchange agreements (the “Warrant
Exchange Agreements”) with certain holders of warrants (the “Warrant Holders”) to exchange warrants
to purchase a total of 21,733,334 shares of the Company’s common stock for an aggregate of 2,173,334 shares of
the Company’s common stock.
The
foregoing description of the Warrant Exchange Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of the Warrant Exchange Agreement attached hereto as Exhibit 10.1.
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 Warrant
Exchange Agreements, the Company issued 2,173,334 shares of the Company’s common stock to the Warrant Holders effective as of October
30, 2023.
Item
9.01 Financial Statements and Exhibits.
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.
|
MALACHITE
INNOVATIONS, INC. |
|
|
Dated:
November 1, 2023 |
By: |
/s/
Michael Cavanaugh |
|
Name:
|
Michael
Cavanaugh |
|
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
Exhibit
10.1
FORM
OF WARRANT EXCHANGE AGREEMENT
This
Warrant Exchange Agreement (this “Agreement”), effective as of October 30, 2023, is by and between Malachite Innovations,
Inc., a Nevada corporation (the “Company”), and the undersigned warrantholder (the “Holder”).
RECITALS:
WHEREAS,
the Holder currently of warrant(s) to purchase, in the aggregate, that number of shares of Common Stock of the Company, par value $0.001
per share, (the “Warrants”) set forth below on the signature page hereof; and
WHEREAS,
subject to the terms and conditions set forth herein, the Company desires to cancel and retire the Warrants and the Holder is willing
to exchange the Warrants for that number of shares of the Company’s Common Stock, par value $0.001 per share (the “Common
Shares”) set forth below on the signature page hereof, subject to certain restrictions in Section 3 below; and
WHEREAS,
the Company is duly authorized to enter into this agreement and issue the Common Stock contemplated herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby agreed and acknowledged, the parties
hereby agree as follows:
AGREEMENT:
Section
1. Securities Exchange.
(a)
The Holder agrees to deliver to the Company the Warrants listed below on the signature page hereof in exchange for the number of shares
of Common Stock listed below on the signature page, and the Company agrees to issue and deliver the Common Stock to the Holder in exchange
for the Warrants through instructions to the Company’s transfer agent as set forth below.
(b)
The exchange under this Agreement (the “Exchange”) shall occur on the Effective Date. Simultaneous with the Exchange,
any and all Common Stock Purchase Warrants or other manifestations of Warrants dated as of, delivered to or received by Holder, prior
to the Exchange, shall be deemed null and void.
(c)
Upon the Exchange, the Company shall instruct the Company’s transfer agent to reflect on the Company’s stock ledger that
the Holder is the holder of such number of shares of Common Stock set forth below which shares shall bear a legend restricting their
transfer or sale until such time as such shares of Common Stock are subject to a registration statement deemed effective by the Securities
and Exchange Commission or are otherwise freely transferrable.
Section
2. Vesting. The Company agrees and acknowledges that all the shares of Common Stock issued hereby are fully vested.
Section
3. Representations by the Holder. The Holder, by the acceptance of the shares of Common Stock hereof, acknowledges, accepts,
represents and warrants that:
(i) |
it
is acquiring such shares for its own account and not with a view to or for distributing or reselling such shares or any part thereof
in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act; |
(ii) |
all
options, rights or warrants to purchase the Common Stock of the Company that are beneficially owned by the Holder are being exchanged
hereby such that upon the consummation of the Exchange, the Holder will have no beneficial ownership of any options, warrants or
rights to purchase shares of the Common Stock of the Company; |
(iii) |
it
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Common Stock in the Exchange; |
(iv) |
the
Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein; |
(v) |
the
Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption
from such registration is available; |
(vi) |
the
Company is under no obligation to register the Common Stock; and |
(vii) |
the
certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the
Common Stock is registered or such registration is not required in the opinion of counsel for the Company. |
Section
4. Stockholder Rights. On and after the Effective Date, the Holder shall have all of the rights as a stockholder of the Company
with respect to such Common Stock, including the right to vote the shares and to receive, free of all restrictions, all dividends declared
with respect to such shares. Notwithstanding the preceding sentence, any shares of Common Stock issued with respect to the shares of
Common Stock covered by this Agreement in a stock dividend, stock split, or similar event, shall be subject to the same transfer restrictions
as the shares of Common Stock covered by this Agreement.
Section
5. Miscellaneous. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject
matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are
merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed
by both of the parties. This Agreement may be executed by facsimile signature and in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This Agreement shall be governed by the laws of the State of
Ohio without regard to conflict of laws principles.
IN
WITNESS WHEREOF, this Agreement was duly executed effective on the date first written above.
|
MALACHITE INNOVATIONS, INC. |
|
By: |
|
|
Name: |
Michael Cavanaugh |
|
Title: |
Chief Executive Officer |
|
|
|
|
HOLDER: |
|
|
By: |
|
|
Name: |
________________________ |
Aggregate
number of Common Shares Underlying Holder’s Warrants: ___________
Number
of shares of Common Stock to be issued to Holder in Exchange for Surrender of the Warrants referenced herein: ________________
v3.23.3
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Entity File Number |
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|
Entity Registrant Name |
MALACHITE
INNOVATIONS, INC.
|
Entity Central Index Key |
0001438943
|
Entity Tax Identification Number |
75-3268988
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
200
Park Avenue
|
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Suite 400
|
Entity Address, City or Town |
Cleveland
|
Entity Address, State or Province |
OH
|
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44122
|
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|
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|
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