Current Report Filing (8-k)
November 08 2018 - 6:15AM
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):
November 2, 2018
MAGNEGAS
APPLIED TECHNOLOGY SOLUTIONS, INC.
(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
(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
[ ]
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. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
On
November 2, 2018, MagneGas Applied Technology Solutions, Inc. (the “Company”) entered into a Share Repurchase Agreement
(“Agreement”) with Global Alpha, LLC (“Seller”), the Company’s super-majority shareholder. Under
the terms of the Agreement, the Company agreed to repurchase 1,000,000 shares of Series A Preferred Stock (“Series A Preferred”)
owned by the Seller, which constituted one hundred percent of the Company’s issued and outstanding shares of Series A Preferred
stock. The purchase price for the Series A Preferred was $1,000,000 cash and 5,000,000 shares of restricted common stock valued
at $0.24 per share – the closing price of the Company’s common stock on November 2, 2018. Upon receipt of the repurchased
shares, the Company cancelled and terminated the Series A Preferred class of stock and returned voting control of the Company
back to its common stock shareholders.
The
above description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full
text of such Share Repurchase Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
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:
November 7, 2018
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MAGNEGAS
APPLIED TECHNOLOGY SOLUTIONS, INC.
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/s/
Scott Mahoney
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By:
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Scott
Mahoney
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Its:
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Chief
Executive Officer
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