MAGNEGAS CORPORATION (NASDAQ:MNGA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 11, 2017, MagneGas Corporation (the “Company”) entered into an Amended Registration Rights Agreement (“Amended Agreement”) in connection with the Securities Purchase Agreement by and among the Company and an institutional investor (“Investor”), dated as of June 12, 2017 (the “SPA”). To induce the Investor to consummate the transactions contemplated by the SPA, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, to that certain Registration Rights Agreement (“Original Registration Rights Agreement”), by and among the Company and the Investor, dated June 15, 2017. For more information regarding the SPA and the Original Registration Rights Agreement please see the Company’s Current Reports on Form 8-K and Form 8-K/A filed with the U.S. Securities & Exchange Commission on June 12, 2017, June 19, 2017 and June 20, 2017. The Investor and the Company subsequently amended the Original Registration Rights Agreement on August 11, 2017.
Under the terms of the Amended Agreement, the Company agrees prepare and file with the SEC, as soon as practicable, but in no event later than the 30th day calendar day after the effective date of the Amended Agreement, an initial Registration Statement on Form S-3 covering the resale of all of the shares of the Registerable Securities (as defined in the Amended Agreement). In the event that Form S-3 is not available for the registration of the resale of Registrable Securities, the Company shall (i) use its best efforts to register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the Required Holders and (ii) undertake to use its best efforts to register the resale of the Registrable Securities on FormS-3 as soon as such form is available, provided that the Company shall use its best efforts to maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use.
Additionally, the Amended Agreement includes a Required Registration Amount (as defined in the Amended Agreement) that must be registered on the initial Registration Statement. In the event the number of shares available under any Registration Statement is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities, the Company shall amend such Registration Statement (if permissible), or file with the SEC a new Registration Statement (if permissible, and on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day (as defined in the SPA) immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than the timing considerations stated in the Amended Agreement.
The above description of the Amended Agreement does not purport to be complete and is qualified in its entirety by the full text of such the Amended Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Amended Registration Rights Agreement |
MAGNEGAS CORP ExhibitEX-10.1 2 v473132_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”),…To view the full exhibit click here
About MAGNEGAS CORPORATION (NASDAQ:MNGA)
MagneGas Corporation is an alternative energy company. The Company creates and produces hydrogen-based alternative fuel through the gasification of carbon-rich liquids, including certain liquids and liquid wastes. The Company is also developing the use of fuel for co-combustion with hydrocarbon fuels to reduce emissions. The Company also markets, for sale or licensure, its plasma arc technology for the processing of liquid waste (the Plasma Arc Flow System). Its products include the fuel called MagneGas2 for the metal working industry, the equipment primarily known in the firefighting industry, known as MagneTote, and the machines that produce MagneGas2, known as Plasma Arc Flow refineries. In addition, the Company sells metal cutting fuels and ancillary products through its subsidiary, Equipment Sales and Service, Inc. (ESSI), a Florida corporation. It distributes products through several industrial gas companies in California, Michigan, Florida, Georgia, Indiana, and Pennsylvania.
