Current Report Filing (8-k)
October 05 2017 - 4:35PM
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):
October 2, 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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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
Item 1.01
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Entry into a Material Definitive Agreement.
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On October 2, 2017, MagneGas
Corporation (the “Company”) entered into an “Assignment of Purchase Agreement” (the “Assignment”)
with its wholly owned subsidiary MagneGas Energy Solutions, LLC (“Subsidiary”). Under the terms of the Assignment,
the Company’s wholly owned Subsidiary shall assume the position of the Company in that certain “MagneGas Systems Purchase
Agreement” entered into between the Company and Talon Ventures & Consulting GmbH, on December 30, 2016 (“Purchase
Agreement”). For more information regarding the Purchase Agreement, please refer to the Company’s Current Reports on
Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 5, 2017 and May 9, 2017.
The above description of
the Assignment does not purport to be complete and is qualified in its entirety by the full text of such Assignment, which is attached
hereto as Exhibit 10.1.
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: October 2, 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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