Current Report Filing (8-k)
January 10 2017 - 8:01AM
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
10, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and
Financial Conditions
.
On January 10, 2017, MagneGas Corporation (the “Company”)
issued a press release announcing the Company’s revenue guidance for the year ended December 31, 2016.
The press release is incorporated herein by reference and is
attached hereto as Exhibit 99.1.
The information contained in, or incorporated into, this Item
2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall
not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into
the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation
language in such filings.
Please refer to Exhibit 99.1 for a discussion of certain
forward-looking statements included therein and the risks and uncertainties related thereto.
Item 7.01 Regulation FD Disclosure
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Effective January
10, 2017, senior management and certain members of the Company have begun using the materials included in Exhibit 99.2 to
this report (the “Investor Presentation”) in connection with presentations to existing shareholders and potential
investors of the Company. The Investor Presentation is incorporated into this Item 7.01 by reference and will be available
on the Company’s website at www.magnegas.com.
Without limiting
the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the investor presentation is
incorporated by reference into this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.2,
shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, and such information is not incorporated by reference into any registration statements or other
document filed under the Securities Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language
contained in such filing, except as shall be expressly set forth by specific reference to this filing.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit
No.
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Description
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Exhibit 99.1
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Press Release, dated January 10, 2017
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Exhibit 99.2
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MagneGas Corporation Investor
Presentation (Revised 01-10-2017)
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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.
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MAGNEGAS CORPORATION
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Date: January 10, 2017
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By:
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/s/ Ermanno Santilli
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Ermanno Santilli
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Chief Executive Officer
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