Current Report Filing (8-k)
February 03 2017 - 04:38PM
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):
January 31, 2017
MAGNEGAS CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
|
|
001-35586
|
|
26-0250418
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employee Identification No.)
|
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 31, 2017,
the Company filed a Certificate of Amendment of Certificate of Incorporation of MagneGas Corporation (“Amendment”)
with the Secretary of State for the State of Delaware. The Amendment was approved by written consent of shareholders owning an
aggregate of 99% of the outstanding shares of the Company’s voting stock as set forth in the Schedule 14C information statement
filed with the Securities and Exchange Commission on December 15, 2016.
The Amendment created
“blank check” preferred stock by amending the first paragraph of Article FOURTH of the Company’s Certificate
of Incorporation in its entirety to read as follows:
“The total
number of shares of stock which the Corporation has authority to issue is One Hundred Million (100,000,000) shares, which shall
consist of (i) 90,000,000 shares of common stock, $0.001 par value per share and (ii) 10,000,000 shares of preferred stock, $0.001
par value per share (the “Preferred Stock”). The Preferred Stock shall have attached thereto all such rights and privileges
as may be determined by resolution of the Board of Directors of the Corporation, prior to the issuance thereof and as set forth
in a Certificate of Designation relating to the Preferred Stock to be executed and filed pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware.
The above description
of the Amendment does not purport to be complete and is qualified in its entirety by the full text of such Amendment, which is
attached hereto as Exhibit 3(i).
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
3(i)
|
Certificate of Amendment of Certificate of Incorporation
of MagneGas Corporation
|
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: February 3, 2017
|
MAGNEGAS CORPORATION
|
|
|
|
|
|
|
|
/s/ Ermanno Santilli
|
|
By: Ermanno Santilli
|
|
Its: Chief Executive Officer
|
Magnegas Applied Technlgy Sol (MM) (NASDAQ:MNGA)
Historical Stock Chart
From Feb 2024 to Mar 2024
Magnegas Applied Technlgy Sol (MM) (NASDAQ:MNGA)
Historical Stock Chart
From Mar 2023 to Mar 2024