Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
August 26, 2022, the Company entered into a securities purchase agreement with HTGT Enterprises LLC (“HTGT”) providing for
the issuance and sale by the Company to HTGT of (i) 1,666,667 shares of the Company’s common stock (the “HTGT Shares”)
and (ii) a warrant to purchase up to an additional 1,666,667 shares of the Company’s common stock (the “HTGT Warrant”).
The aggregate proceeds to the Company from the sale of the HTGT Shares and HTGT Warrant was $250,000.
The
issuance of the HTGT Shares was made in a private placement transaction, pursuant to the exemption provided by Section 4(a)(2) of the
Securities Act and certain rules and regulations promulgated under that section and pursuant to exemptions under state securities laws,
as a sale to an “accredited investor” as defined in Rule 501(a) of the Securities Act.
27
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.)
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.)
3.2.1
Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)
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)
†
Furnished herewith.
28
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 14, 2022
29
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.)
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.)
3.2.1
Bylaws of Malachite Innovations, Inc., effective as of November 10, 2021 (Incorporated by reference to Exhibit 3.2.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.)
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)
†
Furnished herewith.
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.