Filing Analysis
Range Impact, Inc. entered into a Master Services Agreement with Vetted Portal LLC to develop a custom AI agent platform for permit compliance and reclamation monitoring. As part of the deal, the company issued a warrant to the consultant for 500,000 shares of common stock.
🚩 Red Flags
- Issuance of 500,000 warrants to a service provider (potential dilution).
- Warrant exercise price of $0.76 is relatively low, potentially near or below current market value in micro-cap contexts.
- The warrant includes a cashless exercise provision if the company fails to maintain an effective registration statement, which can lead to sudden downward pressure on stock price.
📋 Key Facts
- Entered into a Master Services Agreement (MSA) with Vetted Consultant LLC (d/b/a Vetted Portal) on August 17, 2026.
- The MSA covers the design, build, and deployment of a custom AI agent platform for permit compliance and reclamation monitoring.
- Total aggregate net payments under the MSA are $576,000, structured via milestone-based fees (M1 through M5).
- The project is targeted for completion/handover approximately six months after contract signing.
- The Company issued a common stock purchase warrant to Vetted Portal for up to 500,000 shares.
- The warrant has an exercise price of $0.76 per share and expires in five years.
- Warrant exercise is contingent upon the completion and acceptance of milestone M5.
- The warrant includes a 90-day lock-up period and a 90-day leak-out restriction (10% of average daily trading volume) after exercise.
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the second quarter of 2026 via a press release.
📋 Key Facts
- The filing was made on August 12, 2026.
- The company issued a press release reporting Q2 2026 financial results (Exhibit 99.1).
- The report is filed under Item 8.01 (Other Events).
Range Impact, Inc. entered into a joint venture with Time Complexity WV, LLC to develop a power generation and data center facility in West Virginia. As part of the deal, the company issued a warrant to the JV partner for up to 14.5 million shares at an exercise price of $0.40 per share.
🚩 Red Flags
- Significant potential dilution: The issuance of 14.5 million warrants at $0.40 represents a massive amount of equity relative to typical micro-cap structures.
- Warrant acceleration: The warrant fully vests upon 'Fundamental Transaction' or liquidation, which can be highly dilutive during M&A activity.
- Milestone-based vesting: The issuance is tied to speculative milestones (state support and feasibility) rather than immediate cash infusion.
📋 Key Facts
- Formed 'Time Complexity Appalachia, LLC' as a 50/50 joint venture between Range Sky View Land, LLC and Time Complexity WV, LLC.
- The project aims to develop power generation and data center facilities at the Fola mine site in West Virginia.
- Issued a Common Stock Purchase Warrant to Time Complexity WV for up to 14,500,000 shares of common stock.
- Warrant exercise price is $0.40 per share with a seven-year term.
- Warrant vesting is tied to three milestones: West Virginia state support, technical/commercial feasibility report, and execution of commercialization agreements.
- The warrant includes an acceleration clause where it fully vests upon a 'Fundamental Transaction' or liquidation/dissolution of the Company.
- Range Sky entered into an Option to Lease Agreement with the JV Entity for real property in West Virginia.
Range Impact, Inc. filed an 8-K to announce the release of its third quarter 2025 financial results via a press release.
📋 Key Facts
- The company issued a press release on November 14, 2025, regarding Q3 2025 financial results.
- The filing is being made under Item 8.01 (Other Events).
- Financial results are provided in Exhibit 99.1.
Range Impact, Inc. entered into securities purchase agreements on September 23, 2025, to issue 3,666,667 shares of common stock at $0.15 per share, raising approximately $550,000. The transaction involved the company's Chairman and CEO as primary purchasers.
🚩 Red Flags
- Related-party transactions: The issuance of equity was primarily funded by the Chairman and CEO, indicating potential reliance on insider capital rather than external institutional investors.
- Low share price ($0.15) suggests a highly speculative micro-cap environment with significant dilution risk for existing shareholders.
📋 Key Facts
- Total aggregate gross proceeds: approximately $550,000.
- Shares issued: 3,666,667 shares of common stock at $0.15 per share.
- Purchasers include Edward Feighan (Chairman), Michael Cavanaugh (CEO/Director), and Tower IV, LLC ($350,000).
- The sale was conducted under Section 4(a)(2) and Rule 506 of Regulation D as a private placement to accredited investors.
- The company committed to using commercially reasonable efforts to file a registration statement for the shares as soon as practicable.
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the second quarter of 2025 via a press release.
📋 Key Facts
- The company issued a press release on August 14, 2025, reporting Q2 2025 financial results.
- The filing is made pursuant to Item 8.01 (Other Events).
- The report was signed by CEO Michael Cavanaugh.
Range Impact, Inc. announced a significant asset acquisition involving mining permits and coal royalties in West Virginia via its subsidiary, Range Sky View Land LLC. The transaction is highly complex due to extensive related-party involvement between the company's executives/major shareholders and the entities involved in the sale and insurance of the assets.
🚩 Red Flags
- Extensive related-party transactions: The CEO (Michael Cavanaugh) owns 100% of Devica Capital, which is a partner in Fola Holding (the entity whose subsidiary assigned the lease).
- The company's largest shareholder (Joseph E. LoConti) has family ties to Tower IV, LLC, which owns 80% of Fola Holding.
- Potential conflict of interest regarding reclamation bonds: The Chairman and the largest shareholder both hold significant stakes in Continental Heritage Insurance Company, which issued the reclamation bonds being assumed by the company.
📋 Key Facts
- Range Sky View Land LLC (subsidiary) entered into a Winoc Purchase Agreement with WV Reclaim Co, LLC on June 30, 2025.
- Acquisition includes two permits for the Fola Mine Complex in West Virginia and one coal royalty agreement/accounts receivable.
- Purchase consideration is estimated at approximately $10,399,478, primarily consisting of assuming reclamation obligations.
- Range Sky was also assigned the Contura Coal Lease from AppleAtcha Land LLC on July 1, 2025.
Range Impact, Inc. entered into a Transaction Advisory Agreement where its subsidiary will receive $775,000 in advisory fees contingent on the sale of mining assets. The agreement involves significant related-party transactions involving the CEO and the company's largest shareholder.
🚩 Red Flags
- Significant related-party transaction: The CEO and the largest shareholder have direct or indirect ownership stakes in the entities paying the advisory fee.
- Potential conflict of interest: The CEO is a manager of Fola Holding/AppleAtcha while also serving as CEO of Range Impact, Inc.
📋 Key Facts
- Range Sky View Land LLC (subsidiary) to receive a total Advisory Fee of $775,000 ($750,000 from AppleAtcha Land, LLC and $25,000 from WV Reclaim Co, LLC).
- Payment is contingent upon the closing of the sale of 'Ramp Run Mine' assets (424.8 acres surface / 3,773.6 acres mineral interests) to a third party.
- The agreement was entered into on May 30, 2025.
- CEO Michael Cavanaugh owns 100% of Devica Capital, LLC, which is a 20% owner of AppleAtcha (one of the paying parties).
- The company's largest shareholder (LoConti) has family members that own 80% of Fola Holding, which in turn owns AppleAtcha.
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the first quarter of 2025 via a press release.
📋 Key Facts
- The company issued a press release on May 15, 2025, reporting Q1 2025 financial results.
- The filing is made pursuant to Item 8.01 (Other Events).
- Financial statements are provided in Exhibit 99.1.
Range Impact, Inc. completed the acquisition of approximately 120,000 acres and associated assets related to the Fola Mine Complex for $2,958,516. The transaction is highly significant due to extensive related-party involvement involving the CEO and the company's largest shareholder.
🚩 Red Flags
- Extensive related-party transaction: The Sellers (AppleAtcha/Fola Holding) are controlled by the Company's largest shareholder (LoConti) and the Company's CEO (Cavanaugh).
- Conflict of interest: The CEO is a manager of one of the selling entities.
- Complex circularity: The purchase price includes credits for services provided by the Company to the Sellers, potentially masking actual cash outlay or valuation metrics.
- Insurance/Bonding link: The Chairman's family owns 7% of the insurance company (CHHC) that issued the reclamation bonds being assumed in this deal.
📋 Key Facts
- Acquisition of ~120,000 acres in Clay and Nicholas Counties, WV (Fola Mine Complex).
- Purchase consideration: $2,958,516 via assumed liabilities and credits for services provided to Sellers.
- Assets include surface/mineral land, solar leases, coal royalties, equipment, and 15 permits.
- Transaction closed on March 31, 2025.
Range Impact, Inc. entered into a securities purchase agreement with Tower IV, LLC to issue 3,333,333 shares of common stock at $0.15 per share. The transaction closed on January 21, 2025, raising approximately $500,000 in gross proceeds.
🚩 Red Flags
- Significant dilution potential for existing shareholders due to the issuance of over 3.3 million shares.
- Low share price ($0.15) suggests a micro-cap/penny stock profile with high volatility risk.
📋 Key Facts
- Date of agreement/closing: January 21, 2025
- Purchaser: Tower IV, LLC (an Ohio limited liability company)
- Shares issued: 3,333,333 shares of common stock
- Price per share: $0.15
- Aggregate gross proceeds: approximately $500,000
- Exemption used: Section 4(a)(2) and Rule 506 of Regulation D (Accredited Investor)
Range Impact, Inc. has adopted new bylaws effective November 7, 2024. The amendments primarily serve to reflect the company's new name and clarify jurisdiction for securities-related legal actions.
📋 Key Facts
- The Board of Directors adopted new Bylaws on November 7, 2024.
- Amendments include a change to reflect the Company's new name: Range Impact, Inc.
- Bylaws were amended to clarify that 'exclusive forum' provisions do not apply to claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Range Impact, Inc. has announced that its previously issued unaudited condensed consolidated financial statements for the quarter ended March 31, 2024, should no longer be relied upon due to an accounting error regarding a vendor invoice.
🚩 Red Flags
- Restatement of previously issued financial statements (Item 4.02).
- Admission of material weakness in internal control over financial reporting.
- Disclosure that disclosure controls and procedures were not effective at the time of original issuance.
📋 Key Facts
- The company identified a $462,691 subcontractor invoice from March 2024 that was incorrectly posted in April 2024.
- This error resulted in understated expenses and overstated net income for the Q1 period ended March 31, 2024.
- Net loss for the quarter ended March 31, 2024 increased from $751,149 to $1,213,840 due to the restatement.
- Total liabilities as of March 31, 2024 increased from $11,993,151 to $12,455,842.
- The company filed a Form 10-Q/A on August 8, 2024, to amend and restate the financial statements.
Range Impact, Inc. has entered into an agreement to sell its wholly-owned subsidiary, Graphium Biosciences, Inc., which contains all of the company's legacy cannabinoid drug development assets and intellectual property.
🚩 Red Flags
- Related-party transaction: The purchaser is controlled by former officers of the company (Dr. Brandon Zipp and Mr. Richard McKilligan).
- Asset stripping: The company is disposing of its primary legacy drug development assets/intellectual property.
- Low cash consideration: The deal relies heavily on warrants in a third-party entity rather than immediate liquid cash.
📋 Key Facts
- Date of transaction: September 30, 2024
- Purchaser: Placer Biosciences, Inc. (owned/controlled by former officers Dr. Brandon Zipp and Mr. Richard McKilligan)
- Assets sold: All common stock of Graphium Biosciences, Inc., including IP, permits, and lab equipment for cannabinoid-based therapeutics.
- Consideration: A warrant to exchange for 1,000 shares of Placer Biosciences (approx. 25% of its outstanding common stock) exercisable at $0.01/share; de minimis cash; and 50% of equipment sale proceeds over the next 12 months.
- The subsidiary Graphium was not considered a 'significant subsidiary' under Regulation S-X.
Range Impact, Inc. is exiting its Abandoned Mine Land (AML) business line by selling substantially all real and personal property of its subsidiary, Collins Building & Contracting, Inc. The transaction serves to settle $2.94 million in outstanding debt owed to the buyer.
🚩 Red Flags
- Related-party transaction: The assets were sold to entities owned by Roger L. Collins Jr., the former President of the subsidiary.
- Debt settlement via asset sale: The company is effectively trading its core AML business assets to extinguish $2.94M in debt rather than using cash flow or new equity.
- Strategic pivot/retreat: The exit from a line of business acquired only one year prior (August 2023) suggests the previous expansion strategy failed to meet expectations.
📋 Key Facts
- Date of agreement: August 22, 2024.
- Transaction value: Full cancellation and discharge of $2,940,836 in principal and accrued interest on two promissory notes.
- Assets sold include a mechanic shop, land, stone quarry (Braxton County, WV), vehicles, equipment, and supplies.
- The buyer consists of entities owned and controlled by Roger L. Collins Jr., the former President of Collins Building.
- Strategic rationale: Exit AML business to focus capital on reclamation/repurposing of Company-owned mine sites.
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the second quarter of 2024 via a press release.
📋 Key Facts
- The company issued a press release on August 14, 2024, regarding Q2 2024 financial results.
- The filing is made pursuant to Item 8.01 (Other Events).
- Financial results are contained in Exhibit 99.1.
Range Impact, Inc. entered into a securities purchase agreement with Continental Heritage Holding Company LLC to issue 3,703,704 shares of common stock at $0.27 per share. The transaction closed on June 18, 2024, providing approximately $1,000,000 in gross proceeds.
🚩 Red Flags
- Significant dilution: Issuance of over 3.7 million shares at a low price point ($0.27/share).
- Potential for future dilution: Company is obligated to use commercially reasonable efforts to register these shares, which will likely lead to an S-1 filing and increased float.
- Micro-cap financing profile: The transaction is structured as a private placement (Regulation D) typical of companies seeking immediate liquidity.
📋 Key Facts
- Date of agreement: June 17, 2024
- Closing date: June 18, 2024
- Purchaser: Continental Heritage Holding Company LLC (Florida LLC)
- Number of shares issued: 3,703,704 common shares
- Price per share: $0.27
- Aggregate gross proceeds: approximately $1,000,000
- Exemption used: Section 4(a)(2) and Rule 506 of Regulation D (Accredited Investor)
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the first quarter of 2024 via a press release.
📋 Key Facts
- The company issued a press release on May 15, 2024, regarding Q1 2024 financial results.
- The filing is made under Item 8.01 (Other Events) and includes Exhibit 99.1.
- The report was signed by CEO Michael Cavanaugh.
Range Impact, Inc. announced a restructuring of its leadership team effective April 25, 2024. The company appointed Patricia Missal as CFO and transitioned both the former CFO and the Chief Science Officer to focus exclusively on its subsidiary, Graphium Biosciences, Inc.
🚩 Red Flags
- Significant management shift: Two key officers (CFO and CSO) are being moved from the parent company to focus solely on a subsidiary, suggesting a strategic pivot or isolation of the subsidiary's operations.
- The mention of 'restructuring' in Item 8.01 often correlates with cost-cutting or organizational shifts that can precede financial volatility.
📋 Key Facts
- Patricia Missal (CPA) appointed as Chief Financial Officer, effective April 25, 2024.
- Richard McKilligan transitions from Company CFO/Counsel/Secretary to serve only as CFO of subsidiary Graphium Biosciences, Inc.
- Dr. Brandon Zipp transitions from Company CSO to serve exclusively as CSO of Graphium Biosciences, Inc.
- Ms. Missal's compensation includes a $225,000 annual base salary and 250,000 stock options vesting over one year.
- The filing references a broader restructuring of the subsidiary Graphium.
Range Impact, Inc. filed an 8-K to announce the release of its financial results for the fourth quarter and full fiscal year 2023.
📋 Key Facts
- The company issued a press release on March 29, 2024, regarding FY 2023 and Q4 2023 financial results.
- The filing incorporates the press release as Exhibit 99.1.
- Report date: March 29, 2024.