Current Report Filing (8-k)
October 18 2017 - 6:04AM
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 16, 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
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 16, 2017, MagneGas Corporation
(the “Company”) and its wholly owned subsidiary entered into a second MagneGas Systems Purchase Agreement (“Second
Purchase Agreement”) with Talon Ventures & Consulting GMBH,
a company constituted under the laws of Germany
(“Talon”) to manufacturer and deliver a 300KW stationary gasification system (“Unit”). The purchase price
for the Unit is $1,575,000.00 (the “Purchase Price”). A partial payment of $1,000,000 shall be made to MagneGas within
six (6) months following the execution of the Second Purchase Agreement. The balance of the Purchase Price must be paid to MagneGas
on or before the one year anniversary following the execution of this Agreement. MagneGas shall complete manufacture of the Unit
on or before the one year anniversary of the Second Purchase Agreement.
The above description of the Second
Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such Second Purchase Agreement,
which is attached hereto as Exhibit 10.1.
On October 17,
2017, MagneGas Corporation (“Company”) issued a press release announcing the Second Purchase Agreement.
A copy of the
press release that discuss this matter is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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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 17, 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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