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): November 7, 2024
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 200 | | |
| 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 | | OTCQB |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 7, 2024, the Board of Directors of Range Impact, Inc. (the “Company”) adopted new bylaws (the “Bylaws”), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Bylaws were amended in order to: (1) reflect the new name of the Company and (2) affirmatively state that the exclusive forum provision of the Bylaws does not apply to actions arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, their respective regulations, or with respect to any claim for which U.S. federal district courts have jurisdiction.
The Bylaws are effective November 7, 2024. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the document. A copy of the Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RANGE IMPACT, INC. |
| | |
| Dated: November 13, 2024 | By: | /s/ Michael Cavanaugh |
| | Name: | Michael Cavanaugh |
| | Title: | Chief Executive Officer |
