|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Range Impact, Inc. (Name of Issuer) |
COMMON STOCK (Title of Class of Securities) |
92849B107 (CUSIP Number) |
Howard Groedel, 1660 West 2nd Street, Suite 1100,, Cleveland, OH, 44113 216.583.7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92849B107 |
| 1 |
Name of reporting person
Joseph E. LoConti | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,184,456.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK | |
| (b) | Name of Issuer:
Range Impact, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 Park Avenue, Suite 400, Orange Village,
OHIO
, 44122. | |
Item 1 Comment:
This Amendment ("Amendment") amends the Reporting Person's initial Schedule 13D filed on November 1, 2018, as amended on February 7, 2019, April 2, 2019, and May 27, 2022 (collectively, the "Schedule 13D") with respect to the shares of the Common Stock, par value $0.001 per share ("Common Stock"), of Range Impact, Inc. (the "Company"). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. The purpose of this Amendment is to report a change in the number of shares of the Common Stock of the Company beneficially owned by the Reporting Person. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The additional shares of Common Stock that were purchased by the Reporting Person set forth below in this Amendment were acquired by Tower IV LLC, an Ohio limited liability company ("Tower IV"), in a privately-negotiated transaction with the Company pursuant to a Securities Purchase Agreement between the Company and Tower IV, dated as of January 21, 2025, in exchange for $500,000. The funds used in making this purchase came from Tower IV's working capital. Mr. LoConti is the sole manager of Tower IV. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) Mr. LoConti has the sole power to vote and dispose of 7,387,310 shares of the Common Stock of the Company representing approximately 6.8% of the total number of shares of Common Stock of the Company outstanding as of the date of this Amendment.
(b) Mr. LoConti and Tower IV have the shared power to vote and dispose of 16,797,146 shares of the Common Stock of the Company, representing approximately 15.5% of the total number of shares of Common Stock of the Company outstanding as of the date of this Amendment.
(c) Tower IV acquired 3,333,333 shares of Common Stock of the Company in a privately-negotiated transaction pursuant to a Securities Purchase Agreement entered into between Tower IV and the Company, dated January 21, 2025. The consideration paid by Tower IV for the shares of Common Stock acquired pursuant to the Securities Purchase Agreement was $500,000, or $0.15 per share of Common Stock acquired.
(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company beneficially owned by the Reporting Person.
(e) Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|