Amended Statement of Beneficial Ownership (sc 13d/a)
27 Mai 2022 - 3:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3) *
Malachite
Innovations, Inc.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
92849B107
(CUSIP
Number)
Howard
Groedel, 1660 West 2nd Street, Suite 1100, Cleveland, OH 44113 216.583.7000
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May
10, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
CUSIP
No. 92849B107 |
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only). |
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Joseph
E. LoConti |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions) AF |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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6. |
Citizenship
or Place of Organization United States |
Number
of
shares
Beneficially
Owned
by
Each
Reporting
Person
With |
7. |
Sole
Voting Power 7,256,584 |
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8. |
Shared
Voting Power 19,463,813 |
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9. |
Sole
Dispositive Power 7,256,584 |
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10. |
Shared
Dispositive Power 19,463,813 |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 26,720,397 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent
of Class Represented by Amount in Row (11) 37.4% |
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14. |
Type
of Reporting Person (See Instructions) |
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IN |
Schedule
13D/A
Item
1. Security and Issuer.
This
Amendment No. 3 (“Third Amendment”) amends the Reporting Person’s initial Schedule 13D filed on November 1, 2018 (“Schedule
13D”), Schedule 13D/A filed on February 7, 2019, and Schedule 13D/A filed on April 2, 2019, with respect to the shares of the Common
Stock, par value $0.001 per share (“Common Stock”), of Malachite Innovations, Inc. fka Vitality Biopharma, Inc. (the “Company”).
Capitalized terms used but not otherwise defined in this Third Amendment have the meanings ascribed to such terms in the Schedule 13D.
The purpose of this Third Amendment is to report a change in the number of shares of the Common Stock of the Company beneficially owned
by the Reporting Person.
Item
3. Source and Amount of Funds or Other Consideration.
The
additional shares of Common Stock beneficially owned by the Reporting Person reflected on this Third Amendment were acquired by Tower
IV LLC, an Ohio limited liability company (“Tower IV”), in a privately-negotiated transaction with the Company pursuant to
a Securities Purchase Agreement between the Company and Tower IV, dated as of May 10, 2022, in exchange for $1.0 Million. The
funds used in making this purchase came from Tower IV’s working capital. Mr. LoConti is the sole manager of Tower IV.
Item
5. Interest in Securities of the Issuer.
The
information in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
Mr. LoConti has the sole power to vote and dispose of 7,256,584 shares of the Common Stock of the Company representing approximately
10.1% of the total number of shares of Common Stock of the Company outstanding as of the date of this Third Amendment.
(b)
Mr. LoConti and Tower IV have the shared power to vote and dispose of 19,463,813 shares of the Common Stock of the Company, 6,666,667
of which are represented by options that are immediately exercisable, representing approximately 27.2% of the total number of shares
of Common Stock of the Company outstanding as of the date of this Third Amendment.
(c)
Tower IV acquired 6,666,667 shares of Common Stock of the Company and options to acquire an additional 6,666,667 shares of Common Stock
from the Company in a privately-negotiated transaction pursuant to a Securities Purchase Agreement entered into between Tower IV and
the Company, dated May 10, 2022. The consideration paid by Tower IV for the shares of Common Stock and options acquired pursuant to the
Securities Purchase Agreement was $1.0 Million, or $0.15 per share of Common Stock acquired.
(d)
No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock of the Company beneficially owned by the Reporting Person.
(e)
Not applicable.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date:
May 27, 2022 |
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/s/
Joseph E. LoConti |
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Joseph
E. LoConti |
Malachite Innovations (PK) (USOTC:MLCT)
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