Current Report Filing (8-k)
23 May 2017 - 5:12AM
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):
May 18, 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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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 3.03.
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Material Modification to Rights of Security Holders.
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The information provided
in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On May 18, 2017, MagneGas
Corporation (the “Company”) filed a Certificate of Amendment to Certificate of Incorporation (the “Certificate
of Amendment”) with the Delaware Secretary of State to effect a one-for-ten reverse split of the Company’s issued and
outstanding common stock (the “Reverse Stock Split”), and the Reverse Stock Split became effective in accordance with
the terms of the Certificate of Amendment at 5:00 p.m. Eastern Time on May 19, 2017 (the “Effective Time”).
At the Effective Time,
every ten shares of the Company’s common stock issued and outstanding were automatically combined into one share of common
stock, without any change in the par value per share. The Company will not issue any fractional shares in connection with the Reverse
Stock Split. Instead, fractional shares will be entitled, upon surrender of certificate(s) representing shares, to receive a cash
payment in lieu of the fractional shares without interest. The Reverse Stock Split will not modify the rights or preferences of
the common stock. Proportional adjustments have been made to the conversion and exercise prices of the Company’s outstanding
warrants, convertible notes, convertible preferred stock and stock options, and to the number of shares issued and issuable under
the Company’s equity compensation plans.
The Company’s transfer
agent, Corporate Stock Transfer, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record
regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split.
The Company’s common
stock began trading on the NASDAQ Capital Market on a split-adjusted basis on Monday, May 22, 2017. The new CUSIP number for the
Company’s common stock following the Reverse Stock Split is 55939L 301.
The foregoing description
of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is
incorporated herein by reference.
On May 19, 2017, the Company issued a press
release regarding the matters described above under Item 5.07 of this Current Report on Form 8-K.
A copy of the press release 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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(d) Exhibits.
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3.1
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Certificate of Amendment to Certificate of Incorporation
of MagneGas Corporation
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99.1
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Reverse Split Press Release dated May 19, 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.
Date: May 22, 2017
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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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