Sec Form 4 Filing - Zipp Brandon Joel @ MALACHITE INNOVATIONS, INC. - 2021-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zipp Brandon Joel 2. Issuer Name and Ticker or Trading Symbol MALACHITE INNOVATIONS, INC. [ MLCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Science Officer (Last) (First) (Middle) 200 PARK AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2021 (Street) CLEVELAND,, OH44122 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 4.2 12/10/2021( 7 ) D 2,500 03/11/2013( 1 ) 03/11/2023 Common Stock 2,500 $ 0 0 D Stock Option (Right to Buy) $ 4.4 12/10/2021( 7 ) D 7,500 03/12/2013( 2 ) 03/12/2023 Common Stock 7,500 $ 0 0 D Stock Option (Right to Buy) $ 4.2 12/10/2021( 7 ) D 15,000 04/03/2014( 3 ) 04/03/2024 Common Stock 15,000 $ 0 0 D Stock Option (Right to Buy) $ 3.4 12/10/2021( 7 ) D 20,000 01/01/2015( 4 ) 01/01/2025 Common Stock 20,000 $ 0 0 D Stock Option (Right to Buy) $ 2.1 12/10/2021( 7 ) D 20,000 05/21/2015( 5 ) 05/21/2025 Common Stock 20,000 $ 0 0 D Stock Option (Right to Buy) $ 1.81 12/10/2021( 7 ) D 75,000 12/27/2017( 6 ) 12/27/2027 Common Stock 75,000 $ 0 0 D Stock Option (Right to Buy) $ 0.277 12/10/2021 A 127,487 12/10/2021( 7 ) 12/10/2031 Common Stock 127,487 $ 0 127,487 D Stock Option (Right to Buy) $ 0.277 12/10/2021 A 22,513 12/10/2021( 8 ) 12/10/2031 Common Stock 22,513 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zipp Brandon Joel 200 PARK AVENUE, SUITE 400 CLEVELAND,, OH44122 Chief Science Officer Signatures /s/ Brandon Zipp 12/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )An option to purchase 2,500 shares of common stock was granted to the Reporting Person on 3/11/13, 884 shares vested on 3/11/14, and 883 shares vested on each of 3/11/15 and 3/11/16. ( 2 )The option provided for vesting in three equal annual installments beginning on 3/12/13. ( 3 )The option provided for vesting in eight equal quarterly annual installments beginning on 7/3/14. ( 4 )The option provided for vesting in four equal semi-annual installments beginning on 7/1/15. ( 5 )The option provided for vesting in four equal semi-annual installments beginning on 11/21/15. ( 6 )The option provided for vesting in four equal semi-annual installments beginning on 6/27/18. ( 7 )On December 10, 2021, the issuer canceled this option, pursuant to the issuer's option exchange program, the options listed above. In exchange, the Reporting Person received a replacement option to purchase 127,487 shares at an exercise price of $0.277. This replacement option vested immediately. ( 8 )On December 10, 2021, the Reporting Person was granted options to purchase 22,513 shares of common stock at an exercise price of $0.277. This option vested immediately.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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