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MALACHITE INNOVATIONS, INC.

(MLCT)
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VITALITY BIOPHARMA, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

08/20/2021 | 09:22am EST

Item 1.01 Entry into a Material Definitive Agreement.




Securities Purchase Agreement


On August 19, 2021, Vitality Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with the purchaser identified therein (the "Purchaser") providing for the issuance and sale by the Company to the Purchaser of a number of shares of the Company's common stock having an aggregate value of up to $5,000,000 (collectively, the "Shares"), and warrants to purchase up to an equal number of shares of the Company's common stock (each a "Warrant" and collectively the "Warrants"). The purchase and sale of the Shares and Warrants are subject to the effectiveness of a registration statement to be filed by the Company with the Securities and Exchange Commission within 15 business days of the date of the Securities Purchase Agreement.

In its sole discretion and subject to the funding conditions set forth in the Securities Purchase Agreement, the Company may submit, from time to time, notices obligating the Purchaser to purchase Shares with a value of up to $250,000 until the financing arrangement expires on December 31, 2022 or the Purchaser has purchased the $5,000,000 of Shares pursuant to the Securities Purchase Agreement. The price at which the Purchaser is obligated to purchase the Shares is equal to 85% of the lowest daily volume weighted average price ("VWAP") during the five (5) trading days prior the third (3rd) business day following the Company's submission of the purchase notice (the "Pricing Date"). The Purchaser shall limit its purchases of Shares, if upon closing of a purchase notice, the Purchaser would beneficially own more than 9.99% of the Company's common stock.

For each Share sold to the Purchaser under the Securities Purchase Agreement, the Company will issue a Warrant to purchase another Share at a price equal to 115% of the lowest daily VWAP during the five (5) trading days prior to the Pricing Date. Each Warrant is immediately exercisable upon issuance and expires on the five-year anniversary of the date of issuance. The exercise price of the Warrants is subject to adjustment for stock dividends and splits and similar transactions, subsequent rights offerings and pro rata distributions to the Company's common stockholders. The Purchaser shall limit its exercise of Warrants, if upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Company's common stock.

The foregoing description of the Securities Purchase Agreement and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of each document.


Item 8.01 Other Events.



On August 20, 2021, the Company issued a press release announcing the financing arrangement described in Item 1.01 hereof.

The foregoing description of the press release 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 press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




Exhibit No.   Description
99.1            Press Release dated August 20, 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 17,8 M 17,8 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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