Current Report Filing (8-k)
January 04 2018 - 04:32PM
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):
December 29, 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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[ ]
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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 Entry into a Material Definitive Agreement.
On December 29, 2017,
MagneGas Corporation (the “Company”) entered into an Asset Purchase Agreement (“Asset Purchase
Agreement”) with NG Enterprises Inc. and Guillermo Gallardo (collectively, the “Seller”) for the purchase of
certain assets related to the Seller’s welding supply and gas distribution business in San Diego, California. Under the
terms of the Asset Purchase Agreement, the Company shall purchase from the Seller all of the Seller’s right, title
an interest to the Purchased Assets (as defined in the Asset Purchase Agreement) and shall commence business operations in San
Diego, California. The purchase price for the Purchased Assets will be $750,000. The Asset Purchase Agreement includes
certain other terms and conditions which are typical in asset purchase agreements.
The above description of the Asset Purchase Agreement does not purport to be complete and is qualified in
its entirety by the text of such Asset Purchase Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
Item
8.01 Other Events.
On
January 3, 2018, the Company issued a press release announcing the Transaction.
A
copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item
9.01 Financial Statements and Exhibits.
(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:
January 4, 2018
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MAGNEGAS
CORPORATION
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/s/Ermanno
Santilli
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By:
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Ermanno
Santilli
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Its:
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Chief
Executive Officer
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