MAGNEGAS CORPORATION (NASDAQ:MNGA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January 19, 2018, MagneGas Corporation (the “Company”) entered into an Amended and Restated Asset Purchase Agreement (“Amended Asset Purchase Agreement”) with GGNG Enterprises Inc. (formerly known as NG Enterprises, Inc.) and Guillermo Gallardo (collectively, the “Seller”) and closed the purchase of certain assets related to the Seller’s welding supply and gas distribution business in San Diego, California. The Amended Asset Purchase Agreement amended certain material terms of that certain Asset Purchase Agreement entered into between the Company and the Seller on December 29, 2017. The original Asset Purchase Agreement (“Original Agreement”) was disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 4, 2018. The Amended Asset Purchase Agreement attached hereto as Exhibit 10.1 amends and restates the Original Agreement in its entirety. The primary purpose of the Amended Asset Purchase Agreement was to expand the assets being purchased to include certain gas cylinders having an approximate value of $350,000 and simultaneously reducing the value of the account receivables being acquired. Under the terms of the Amended Asset Purchase Agreement, the Company purchased from the Seller all of the Seller’s right, title an interest to the Purchased Assets (as defined in the Asset Purchase Agreement). The total purchase price for the Purchased Assets was $745,000. The Amended Asset Purchase Agreement includes certain other terms and conditions which are typical in asset purchase agreements.
In conjunction with the Amended Asset Purchase Agreement, the Company and the Seller entered into an Assignment and Bill of Sale and Assumption Agreement (“Bill of Sale”) on January 19, 2018. The Bill of Sale conveyed the Purchased Assets and Assumed Liabilities (as defined in the Amended Asset Purchase Agreement) to the Company. The Bill of Sale is attached as Exhibit A to the Amended Asset Purchase Agreement.
Upon consummation of the closing, the Company commenced business operations in San Diego, California through its wholly owned subsidiary NG Enterprises Acquisition, LLC and is doing business as “Complete Welding San Diego”.
The above description of the Amended Asset Purchase Agreement and the Bill of Sale does not purport to be complete and is qualified in its entirety by the full text of such Amended Asset Purchase Agreement and the Bill of Sale, which is incorporated herein and attached hereto as Exhibit 10.1.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On January 23, 2018, the Company issued a press release announcing the Transaction.
A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
MAGNEGAS CORP ExhibitEX-10.1 2 ex10-1.htm AMENDED AND RESTATED ASSET PURCHASE AGREEMENT THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 19,…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.