Current Report Filing (8-k)
September 21 2017 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September
19, 2017
MAGNEGAS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-35586
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26-0250418
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employee
Identification No.)
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11885 44th Street North
Clearwater, FL 33762
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(727) 934-3448
Not applicable
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
x
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Item 1.01
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Entry into a Material Definitive Agreement.
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On September 19, 2017, MagneGas Corporation
(the “Company”) held a closing (the “Closing”) of a registered direct offering, in which the Company sold
shares of Series E Convertible Preferred Stock (“Preferred Stock”) and Series E Convertible Preferred Warrants (“Preferred
Warrants”) (collectively, the “Transaction Securities”) as set forth on the Schedule of Buyers attached to the
Securities Purchase Agreement dated as of September 15, 2017 (the “SPA”) for a total gross purchase price of up to
$620,000 (the “Offering”) assuming full exercise of the Preferred Warrants. At the initial closing under the SPA, the
Company issued to the investors a total of 36,765 shares of Preferred Stock at a purchase price of $1.36 per share, for gross proceeds
of $50,000. The Company also issued to the investors the Preferred Warrants, which will be exercisable for a total of 419,117 shares
of Preferred Stock at an exercise price of $1.36 per share. The Preferred Shares have an initial conversion price of $1.36 and
will be initially convertible into an aggregate of 419,117 shares of common stock.
The Preferred Stock and the Preferred Warrants
will each expire on December 31, 2019 if not converted or exercised, respectively, by such date.
The Offering was made pursuant to a prospectus
supplement and accompanying base prospectus relating to the Company’s effective shelf registration statement on Form S-3
(File No. 333-207928).
The Offering was not underwritten and no
placement agent was utilized.
As a condition to closing the Offering,
Global Alpha, LLC (the “Majority Stockholder”), who owns approximately 99% of the Company’s outstanding voting
power, executed a Voting Agreement with the Company. Pursuant to the Voting Agreement, the Majority Stockholder agreed to vote
in favor of the Company’s Offering and issuance of the Transaction Securities. The above description of the Voting Agreement
does not purport to be complete and is qualified in its entirety by the full text of such Voting Agreement, which is incorporated
herein and attached hereto as Exhibit 10.1.
The Company became a party to the SPA for
the Offering, which was described in the Company’s Current Report on Form 8-K filed by the Company on September 15, 2017
(the “September 15 Form 8-K”) and specifically incorporated herein by reference. For a description of the terms and
conditions of the SPA, see “Item 1.01 Entry into a Material Definitive Agreement” in the September 15 Form 8-K and
Exhibit 10.1 of the September 15 Form 8-K which is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 18, 2017, in connection with
the Offering, prior to the closing date of the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company
filed a Certificate of Designations of Series E Convertible Preferred Stock (the "Certificate of Designations") with
the Secretary of State for the State of Delaware. The Certificate of Designations designated a new class of preferred stock as
“Series E Convertible Preferred Stock” in the aggregate amount of 455,882 shares. The Series E Convertible Preferred
Stock has a stated value of $1.36 per share of Series E Convertible Preferred Stock and an initial conversion price equal to $1.36.
For a description of the rights, powers, and preferences of the Series E Convertible Preferred Stock see “Item 1.01 Entry
into a Material Definitive Agreement” in the September 15 Form 8-K which is incorporated herein by reference.
A copy of the Certificate of Designations
filed with the Secretary of State for the State of Delaware is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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 hereunto duly authorized.
Date: September 19, 2017
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MAGNEGAS CORPORATION
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/s/Ermanno Santilli
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By: Ermanno Santilli
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Its: Chief Executive Officer
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