Exhibit 3.1.5
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 12, 2021
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
Vitality Biopharma, Inc.
1901 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
(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. |
On September 30, 2021, Vitality Biopharma, Inc. (the “Company” or “we”) entered into a Plan of Merger (the “Plan of Merger”) with our recently formed wholly-owned subsidiary, Malachite Innovations, Inc., a Nevada corporation (“Merger Sub”), pursuant to which Merger Sub would merge with and into the Company (the “Merger”). Pursuant to the Plan of Merger, the separate existence of Merger Sub would cease and we would continue as the surviving corporation with our name changed to Malachite Innovations, Inc.
Pursuant to the Plan of Merger, (i) our articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below) to change the name of the Company to Malachite Innovations, Inc., would continue to be the Company’s articles of incorporation, (ii) the Company’s bylaws in effect at the effective time of the Merger would continue to be the bylaws of the Company, and (iii) the Company’s directors and officers immediately prior to the effective time of the Merger would continue to be the Company’s directors and officers.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.1.1.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment to Articles of Incorporation.
On September 30, 2021, we filed Articles of Merger (the “Articles of Merger”) with the Secretary of State of the state of Nevada to effect the Merger and to change our name to Malachite Innovations, Inc. Effective October 12, 2021, the Company’s trading symbol changed from VBIO to MLCT.
The foregoing is a summary only and does not purport to be a complete description of all of the terms and provisions contained in the Articles of Merger, and is subject to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.1.5.
Change in Fiscal Year.
On September 30, 2021, the Company’s Board of Directors approved a change in the Company’s fiscal year from the twelve months beginning April 1 and ending March 31 to the twelve months beginning January 1 and ending December 31. The Company will file a transition report on Form 10-K for the period ended December 31, 2021, in accordance with SEC rules and regulations. All subsequent fiscal years for the Company will be from January 1 to December 31.
| Item 8.01. | Other Events. |
We are furnishing the disclosure in this Item 8.01 in connection with the disclosure of information in a press release released on October 12, 2021 announcing our expanded corporate strategy, name change, trading symbol change, change in the location of our principal office and new fiscal year. The press release is attached to this Current Report as Exhibit 99.1.
The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 2.1.1 | Plan of Merger, dated as of September 30, 2021. | |
| 3.1.5 | Articles of Merger, dated as of September 30, 2021. | |
| 99.1 | Press Release from Malachite Innovations, Inc., dated October 12, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| MALACHITE INNOVATIONS, INC. | ||
| Dated: October 12, 2021 | By: | /s/ Michael Cavanaugh |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
Exhibit 2.1.1
PLAN OF MERGER
THIS PLAN OF MERGER is adopted, made and entered into as of September 30, 2021 (this “Plan of Merger”) by Vitality Biopharma, Inc., a Nevada corporation (“Parent”), in accordance with Section 92A.180 of the Nevada Revised Statutes (“NRS”).
1. Parent and Subsidiary. Malachite Innovations, Inc., a Nevada corporation (“Merger Sub”), is a wholly-owned subsidiary of Parent.
2. Merger. Merger Sub shall be merged with and into Parent (the “Merger”) at the Effective Time (as defined below). Following the Effective Time, the separate existence of Merger Sub shall cease, and Parent shall continue as the surviving corporation surviving the Merger and its name shall be changed to “Malachite Innovations, Inc.” (the “Surviving Corporation”). The effects and consequences of the Merger shall be as set forth in this Plan of Merger, the Articles of Merger filed with the Secretary of State of the State of Nevada (defined below), and the NRS.
3. Effective Time. The Merger shall be effective upon the filing of the articles of merger (“Articles of Merger”) with the Nevada Secretary of State (the “Effective Time”). The Merger shall have the effects set forth in the NRS, including, without limitation, NRS 92A.250(1). Without limiting the generality of the foregoing, from and after the Effective Time, all the rights, privileges, immunities, powers, franchises, property (real, personal, and mixed), restrictions, disabilities, duties, and debts of Merger Sub shall become the debts, liabilities, obligations and duties of Parent, as the Surviving Corporation.
4. Articles of Incorporation; Name Change. The articles of incorporation of Parent in effect at the Effective Time, as amended pursuant to the Articles of Merger to change the name of the Surviving Corporation to Malachite Innovations, Inc., shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
5. Bylaws. The bylaws of Parent in effect at the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
6. Directors. The directors of Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws of the Surviving Corporation, or until the earlier or their respective death, resignation or removal.
7. Officers. The officers of Parent immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided for in the articles of incorporation and bylaws, or until the earlier of their respective death, resignation or removal.
8. Cancellation of Merger Sub Stock. At the Effective Time, [one (1) share of stock, $0.001 par value per share], of Merger Sub owned by Parent, which represents all of the issued and outstanding capital stock of Merger Sub, shall be cancelled and no shares of Parent or other consideration shall be issued or delivered in exchange therefor.
9. Waiver of Notice. Parent, as the sole owner of Merger Sub, hereby waives the requirement of Section 92A.180(4) of the NRS that the Surviving Corporation mail a copy or summary of this Plan of Merger to each owner of Merger Sub.
10. Further Assurances. From time to time, as and when requested by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Merger Sub such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interest, assets, rights, privileges, immunities, powers, franchises, and authority of Merger Sub, and otherwise carry out the purposes of this Plan of Merger, and the directors and appropriate officers of the Surviving Corporation are fully authorized for, in the name and on behalf of Merger Sub or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
11. Prior Corporate Acts. This Plan of Merger was adopted and approved by the Parent’s Board of Directors on September 20, 2021. All corporate acts, plans, policies, contracts, approvals, and authorizations of Parent or Merger Sub, their respective stockholders, board of directors, committees elected or appointed by their respective board of directors, officers, and agents that were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, approvals, and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Parent and Merger Sub. On the Effective Date, the employees and agents of Parent and Merger Sub shall become the employees and agents of the Surviving Corporation and shall continue to be entitled to the same rights and benefits they enjoyed as employees and agents of such respective corporation.
IN WITNESS WHEREOF, this Plan of Merger has been adopted and executed by Parent, as the surviving parent domestic corporation, by a duly appointed officer as of the date first above written.
| Vitality Biopharma, Inc. | ||
| By: | /s/ Michael Cavanaugh | |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
| Acknowledged and agreed to by: | ||
| Malachite Innovations, Inc. | ||
| By: | /s/ Michael Cavanaugh | |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
Exhibit 3.1.5
Exhibit 99.1
VITALITY BIOPHARMA ADOPTS NEW NAME – MALACHITE INNOVATIONS, INC.
New Corporate Name Reflects Company’s Expanded Business Strategy, Corporate Restructuring,
and Other Corporate Changes
12 OCT 2021 / PRESS RELEASE
CLEVELAND, OHIO – (October 12, 2021) – Vitality Biopharma, Inc. has changed its name to MALACHITE INNOVATIONS, INC. (OTC Mkts: MLCT) (pronounced “mal-a-kite”) following a corporate restructuring intended to reflect the Company’s expanded business strategy and corporate rebranding. The Company also announced other corporate changes in support of the Company’s new strategic plan to create long-term sustainable value for its shareholders.
Expanded Strategy
Malachite has charted a dual, interconnected strategy to improve the health and wellness of people and our planet through the formation and operation of two new business units, Graphium Biosciences, Inc. and Daedalus Ecosciences, Inc.
Graphium Biosciences, the newly-formed operating subsidiary dedicated to improving the health and wellness of people, will advance our broad portfolio of over 100 novel cannabinoid-glycoside compounds created using our proprietary enzymatic bioprocessing technologies to develop safe and effective novel treatments for chronic and debilitating conditions, with an initial focus on inflammatory bowel disease. Effective September 30, 2021, all of the Company’s drug development operations will be conducted through Graphium Biosciences.
Daedalus Ecosciences, the newly-formed operating subsidiary dedicated to improving the health and wellness of our planet, will seek to identify, invest in and reposition challenging environmental situations with a particular focus on technological innovations and eco-friendly solutions deployed in economically challenged communities. Effective September 30, 2021, all of the Company’s environmental operations will be conducted through Daedalus Ecosciences.
Malachite will serve as the publicly-traded holding company and oversee all strategic, financial and operational aspects of its wholly-owned subsidiaries, Graphium Biosciences and Daedalus Ecosciences.
Corporate Rebranding
The Company’s Board of Directors approved this name change in furtherance of our expanded strategy and to mark the rebirth of our Company as we transition to the value creation phase of our strategic plan after successfully executing our multi-year restructuring plan. Our new corporate name is derived from the malachite butterfly whose brilliant green wings and rebirth imagery symbolize powerful transformation, good fortune and future prosperity for those who innovate and change.
Effective October 12, 2021, FINRA has approved a change in the Company’s trading symbol from VBIO to MLCT.
In connection with this name change, Malachite has launched a new website to provide our shareholders and the financial community with detailed information about our corporate philosophy, innovations, team and investor resources. Our new website can be found at: www.malachiteinnovations.com.
Other Corporate Changes
Effective September 30, 2021, our Board of Directors approved a change in the Company’s fiscal year from the twelve months ending March 31 to the twelve months ending December 31. The Company will file a transition report on Form 10-K for the period ended December 31, 2021. The synchronization of the Company’s fiscal year with the calendar year is intended to better align the Company’s financial reporting schedule with other publicly-traded companies.
We also have moved our corporate headquarters from Los Angeles, California to Cleveland, Ohio where many of the Company’s directors, officers and advisors are located. Additionally, our new corporate headquarters is intended to provide the Company with an attractive physical location to expand our organization in support of the anticipated growth of our Graphium Biosciences and Daedalus Ecosciences operations.
About Malachite Innovations, Inc.
Headquartered in Cleveland, Ohio, Malachite Innovations, Inc. is an innovative socially-conscious company dedicated to improving the health and wellness of people and our planet. Malachite deploys this dual, interconnected strategy through two wholly-owned operating subsidiaries. Graphium Biosciences, our operating subsidiary dedicated to improving the health and wellness of people, seeks to advance our broad portfolio of over 100 novel cannabinoid-glycoside compounds created using our proprietary enzymatic bioprocessing technologies to develop safe and effective novel treatments for chronic and debilitating conditions, with an initial focus on inflammatory bowel disease. Daedalus Ecosciences, our operating unit dedicated to improving the health and wellness of our planet, seeks to identify, invest in and reposition challenging environmental situations with a particular focus on technological innovations and eco-friendly solutions deployed in economically challenged communities.
Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, timing of clinical trials and product development, business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Malachite
Innovations, Inc.
Investor Relations
P: +1 (216) 304-6556
E:
ir@malachiteinnovations.com
W: www.malachiteinnovations.com