Item 5. Other Information
Item 5. Other Information
(a)
On November 5, 2021, the Company’s Board of Directors approved and adopted a new set of bylaws (the “Bylaws”).
The
Company’s Bylaws were last amended in 2012. In addition to reflecting the new name of the Company, notable changes in the Bylaws
include: a change in the quorum requirement for shareholder meetings; adding procedures relating to shareholder nominations and business
proposals at shareholder meetings; establishing procedures for determining the record date for notice of shareholder meetings; establishing
shareholder approval requirements with respect to removing a director from office; enumerating certain specific powers of the Board;
revising the indemnification standards and procedures with respect to the actions involving the Company’s directors, officers and
employees; providing for the exclusive forum of certain disputes involving the Company and/or its directors, officers and employees,
including derivative actions brought on behalf of the Company and other actions asserting a breach of fiduciary duty by a director, officer
or employee of the Company; and making other administrative, procedural, clarifying and conforming modifications.
The Bylaws are effective November
10, 2021. 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 Quarterly Report as Exhibit 3.2.3.
(b)
Prior to adoption of the Bylaws, the Company did not have procedures in place by which shareholders may recommend nominees to the Company’s
board of directors.
20
Item
6. Exhibits
Exhibit
Number
Description
of Exhibit
2.1
Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
2.1.1
Plan
of Merger, dated as of September 30, 2021, of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 2.1.1 to the
registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.1.1
Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.1.2
Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)
3.1.3
Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.4
Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.5
Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.2.1
Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.2.2
Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)
3.2.3
Bylaws
of Malachite Innovations, Inc., effective November 10, 2021.*
10.9
Securities Purchase Agreement, dated as of August 19, 2021, by and between the registrant, Triton Funds, LP and Triton Funds, LLC (Incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
10.10
Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
31.1
Certification
of Chief Executive Officer ( Principal Executive Officer and Principal Financial and Accounting Officer ) Pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 1934*
32.1
Certification
of Chief Executive Officer ( Principal Executive Officer and Principal Financial and Accounting Officer ) Pursuant to Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
101.INS
Inline
XBRL Instance Document *
101.SCH
Inline
XBRL Taxonomy Extension Schema Document *
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase *
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document *
104
Cover Page Interactive Data
File (embedded within the Inline XBRL document)
*
Filed herewith
†
Furnished herewith.
21
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, thereunto duly authorized.
MALACHITE
INNOVATIONS, INC.
By:
/s/
Michael Cavanaugh
Michael
Cavanaugh
Chief
Executive Officer
(Principal
Executive Officer)
Date:
November 15, 2021
22
EXHIBIT
INDEX
Exhibit
Number
Description
of Exhibit
2.1
Agreement and Plan of Merger, dated September 14, 2011, by and between Stevia First Corp. and Legend Mining Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
2.1.1
Plan
of Merger, dated as of September 30, 2021, of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 2.1.1 to the
registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.1.1
Articles of Incorporation of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.1.2
Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)
3.1.3
Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.4
Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)
3.1.5
Articles of Merger, dated as of September 30, 2021, (Incorporated by reference to Exhibit 2.1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2021.)
3.2.1
Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008 (File No. 333-152830).)
3.2.2
Certificate of Amendment of Bylaws of Stevia First Corp. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)
3.2.3
Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021.*
10.9
Securities Purchase Agreement, dated as of August 19, 2021, by and between the registrant, Triton Funds, LP and Triton Funds, LLC (Incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
10.10
Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed with the SEC on August 31, 2021 (File No. 333-259010).
31.1
Certification
of Chief Executive Officer ( Principal Executive Officer and Principal Financial and Accounting Officer ) Pursuant to Rule 13a-14(a)
or 15d-14(a) of the Securities Exchange Act of 1934*
32.1
Certification
of Chief Executive Officer ( Principal Executive Officer and Principal Financial and Accounting Officer ) Pursuant to Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
101.INS
Inline
XBRL Instance Document *
101.SCH
Inline
XBRL Taxonomy Extension Schema Document *
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase *
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document *
104
Cover Page Interactive Data
File (embedded within the Inline XBRL document)
*
Filed herewith
†
Furnished herewith.
23
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