Mag Magna (MGNC) grants 8.7M shares to consultants and legal counsel

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.

Insights

Equity compensation & governance analyst

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

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.

What are the terms of Mag Magna’s Legal Services Agreement with Eric Newlan?

Mag Magna entered a Legal Services Agreement with attorney Eric Newlan, issuing 1,300,000 common shares valued at $0.077 per share, or $100,000 total. Newlan will provide corporate and securities law services for the company through September 30, 2026 under this stock-based arrangement.

Are Mag Magna’s consultants and legal counsel allowed to help raise capital or promote MGNC stock?

No. Both the consulting agreements and the Legal Services Agreement with Eric Newlan explicitly state that these parties may not engage, directly or indirectly, in capital-raising transactions or in promoting or maintaining a market for Mag Magna’s securities.

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.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF CONSULTING SERVICES AGREEMENT 46.5 KB
• EX-10.2 LEGAL SERVICES AGREEMENT 25.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.8 KB
• EX-101 XBRL PRESENTATION FILE 22.1 KB