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  4. [8-K] Mag Magna Corp Reports Material Event

Mag Magna Corp reported $50K in revenue and a $52K net loss for fiscal 2025. See the full MGNC financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

Mag Magna issues 8.7M shares for services

Mag Magna Corp. entered into multiple consulting and legal services agreements and paid for these services in stock.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mag Magna Corp. entered into multiple consulting and legal services agreements and paid for these services in stock. Since February 13, 2026, the company issued 8,700,000 shares of common stock to 13 third-party consultants under its 2026 Stock Incentive Plan and a Form S-8 registration. All consultants are engaged to support the company’s rare earth element strategies, and their contracts state they may not work on capital-raising or promoting a market for the stock.

The company also issued 1,300,000 shares to attorney Eric Newlan under a Legal Services Agreement for corporate and securities law work through September 30, 2026, valued at $0.077 per share, or $100,000 in total. His agreement includes the same restrictions on capital-raising and market-promotion activities.

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Insights

Mag Magna uses substantial stock grants to pay consultants and legal counsel.

Mag Magna Corp. is compensating 13 consultants and its securities counsel primarily in equity. The company issued 8,700,000 shares under its 2026 Stock Incentive Plan and an additional 1,300,000 shares to legal counsel Eric Newlan for services through September 30, 2026, valued at $100,000.

These issuances are structured as service-based compensation rather than cash outlays, which preserves cash but increases the share count. The agreements emphasize that recipients may not participate in capital-raising or in promoting or maintaining a market for the stock, which aligns with regulatory expectations for compensatory S-8 issuances.

Future company filings may outline how extensively Mag Magna continues to rely on stock-based payments for consultants and professional services, and how this interacts with its rare earth element strategies and broader equity compensation practices.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Mag Magna Corp. (MGNC) announce in this 8-K filing?
Mag Magna Corp. disclosed that it issued 8,700,000 common shares to 13 consultants and 1,300,000 shares to legal counsel as compensation for services, all tied to its rare earth element strategies and corporate and securities law work through September 30, 2026.

How many Mag Magna (MGNC) shares were issued to consultants and for what purpose?
The company issued 8,700,000 common shares to 13 third-party consultants. These consultants are engaged to perform various services supporting Mag Magna’s rare earth element strategies under separate consulting agreements and the 2026 Stock Incentive Plan registered on Form S-8.

Under which plan and registration did Mag Magna (MGNC) issue the consultant shares?
The 8,700,000 consultant shares were issued under the 2026 Mag Magna Corp. Stock Incentive Plan and a registration statement on Form S-8, identified as SEC File No. 333-293453, providing the framework for these compensatory equity grants.

What exhibits did Mag Magna Corp. attach to this 8-K filing?
Mag Magna attached the form of Consulting Services Agreement as Exhibit 10.1, the Legal Services Agreement with Eric Newlan dated March 6, 2026 as Exhibit 10.2, and a Cover Page Interactive Data File embedded within the Inline XBRL document as Exhibit 104.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 _____________________

 

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): March 18, 2026 (February 13, 2026)

 

Mag Magna Corp.

(Exact name of registrant as specified in its charter)

 

000-56822   98-1626237
(Commission File Number)   (IRS Employer Identification Number)

 

4005 West Reno Avenue, Suite F

Las Vegas, Nevada 89118

  

 

 

Wyoming

(Address of Principal Executive Offices)   (State or other jurisdiction of incorporation or organization)

 

702-595-2247

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

Consulting Agreements

 

Since February 13, 2026, the Company has issued a total of 8,700,000 shares of common stock to 13 third-party consultants under separate consulting services agreements (the “Services Agreements”), pursuant to the 2026 Mag Magna Corp. Stock Incentive Plan and Registration Statement on Form S-8 (SEC File No. 333-293453), all of which consultants have been directed by the Company to perform various services in furtherance of the Company’s rare earth element strategies.

 

Each of the Services Agreements, the form of which is filed as Exhibit 10.1 to this Current Report, expressly states that the consultant shall not engage, directly or indirectly, in any activities related to a capital-raising transaction nor to the promotion or the maintaining of a market for the Company’s securities.

 

Additionally, 1,300,000 of such shares were issued to Eric Newlan (“Newlan”), managing member of Newlan Law Firm, PLLC, pursuant to a Legal Services Agreement (“Newlan Agreement”). Under the Newlan Agreement, Newlan is to provide corporate and securities law-related legal services on behalf of the Company through September 30, 2026. The shares issued to Newlan were valued at $0.077 per share, or $100,000, in the aggregate.

 

The Newlan Agreement expressly states that Newlan shall not engage, directly or indirectly, in any activities related to a capital-raising transaction nor to the promotion or the maintaining of a market for the Company’s securities.

 

The foregoing descriptions of the Services Agreements and the Newlan Agreement do not purport to be complete and are qualified in their entireties by reference to the full text of the Services Agreements and the Newlan Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein in their entireties by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit

Number

   Description
10.1   Form of Consulting Services Agreement.
10.2   Legal Services Agreement between the Company and Eric Newlan dated March 6, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 2 

 

 

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.

 

        MAG MAGNA CORP.
       
Date: March 18, 2026       By:  

/s/ Jamal Khurshid

            Jamal Khurshid
            Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Source: View Original Filing on SEC EDGAR

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