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)) |
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| | ☐ | 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
