MagneGas Announces Pricing of $5.0 Million Registered Direct Offering
October 11 2018 - 9:15AM
MagneGas Applied Technology Solutions, Inc. (“MagneGas” or
the “Company”) (NASDAQ: MNGA), a leading clean technology
company in the renewable resources and environmental solutions
industries, today announced it has entered into a securities
purchase agreement with certain accredited institutional investors
to purchase approximately $5.0 million of its common stock in a
registered direct offering and warrants to purchase its shares of
common stock in a concurrent private placement. The combined
purchase price for one share of common stock and each warrant will
be $0.23.
Under the terms of the purchase agreement,
MagneGas has agreed to sell 21,800,000 shares of its common
stock. In a concurrent private placement, MagneGas has agreed
to issue warrants to purchase up to an aggregate of 21,800,000
shares of common stock. The warrants sold in the private
placement will become exercisable on the earlier of (i) six months
following the date of issuance; or (ii) shareholder approval, will
expire on 42 months after the closing date of the offering, and
have an exercise price of $0.3654.
The gross proceeds to MagneGas from the
registered direct offering are expected to be approximately $5.0
million before deducting placement agent fees and other estimated
offering expenses. The offering is expected to close on or
about October 15, 2018, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC is acting as the exclusive
placement agent for this offering.
The shares of common stock described above are
being offered and sold in the offering by MagneGas Applied
Technology Solutions, Inc. pursuant to a “shelf” registration
statement on Form S-3 (Registration No. 333-207928), including a
base prospectus, previously filed with and declared effective by
the Securities and Exchange Commission (SEC) on June 15, 2016. A
prospectus supplement and an accompanying base prospectus relating
to the offering will be filed with the SEC and will be available on
the SEC's website located at http://www.sec.gov. Electronic copies
of the prospectus supplement and accompanying base prospectus may
also be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd
Floor, New York, NY 10174, at 212-895-3745.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction. Any offering of the shares of common stock
will be made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
The warrants and shares of the Company’s common stock issuable upon
exercise of the warrants have not been registered with the SEC and
are being offered in reliance on an exemption from the registration
requirement of the Securities Act of 1933, as amended.
About MagneGas Applied Technology
Solutions, Inc.
MagneGas Applied Technology Solutions, Inc.
(MNGA) owns a patented process that converts various renewables and
liquid wastes into MagneGas® fuels. These fuels can be used as an
alternative to natural gas or for metal cutting. The Company's
testing has shown that its metal cutting fuel “MagneGas2®” is
faster, cleaner and more productive than other alternatives on the
market. It is also cost effective and safe to use with little
changeover costs. The Company currently sells MagneGas2® into
the metal working market as a replacement to acetylene.
The Company also sells equipment for the
sterilization of bio-contaminated liquid waste for various
industrial and agricultural markets. In addition, the Company is
developing a variety of ancillary uses for MagneGas® fuels
utilizing its high flame temperature for co-combustion of
hydrocarbon fuels and other advanced applications. For more
information on MagneGas, please visit the Company's website at
http://www.MagneGas.com.
The Company distributes MagneGas2® through
Independent Distributors in the U.S. and through its wholly owned
distributors, ESSI, Green Arc Supply, Trico Welding Supply and
Complete Welding of San Diego. ESSI has 3 locations in Florida,
Green Arc 2 locations in Texas and one location in Louisiana, Trico
has two locations in northern California, and Complete Welding has
one location in southern California. For more information on
ESSI, please visit the company’s website at
http://www.weldingsupplytampa.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements as defined within Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements relate to future events,
including our ability to raise capital, or to our future financial
performance, and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. You should not place undue reliance on forward-looking
statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond
our control and which could, and likely will, materially affect
actual results, levels of activity, performance or achievements.
Any forward-looking statement reflects our current views with
respect to future events and is subject to these and other risks,
uncertainties and assumptions relating to our operations, results
of operations, growth strategy and liquidity. We assume no
obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results
could differ materially from those anticipated in these
forward-looking statements, even if new information becomes
available in the future.
For a discussion of these risks and
uncertainties, please see our filings with the Securities and
Exchange Commission. Our public filings with the SEC are available
from commercial document retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
Investor Contacts:Tirth
PatelEdison AdvisorsT: 646-653-7035tpatel@edisongroup.com
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