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OFFON

MALACHITE INNOVATIONS, INC.

(MLCT)
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VITALITY BIOPHARMA, INC. : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

10/12/2021 | 09:18am EST

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)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 - - -
Net income 2021 -0,88 M - -
Net cash 2021 0,85 M - -
P/E ratio 2021 -10,4x
Yield 2021 -
Capitalization 16,5 M 16,5 M -
EV / Sales 2020 -
EV / Sales 2021 -
Nbr of Employees 3
Free-Float 66,9%
Chart MALACHITE INNOVATIONS, INC.
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Malachite Innovations, Inc. Technical Analysis Chart | MLCT | US56089M1071 | MarketScreener
Income Statement Evolution
Managers and Directors
Michael Cavanaugh Chief Executive Officer & Director
Richard McKilligan Controller, Chief Financial & Accounting Officer
Edward F. Feighan Executive Chairman
Brandon Zipp Chief Science Officer
Richard F. Celeste Independent Director
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