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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 9, 2026 (February 25,
2026)
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Mag Magna Corp.
(Exact name of registrant as specified in its charter) |
| 000-56822 |
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98-1626237 |
| (Commission File Number) |
|
(IRS Employer Identification Number) |
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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 |
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Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| None |
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N/A |
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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.
Equity Purchase Agreement
Effective February 25, 2026,
Mag Magna Corp., a Wyoming corporation (the “Company”), entered into an Equity Purchase Agreement (the “Purchase
Agreement”) with Monroe Street Capital Partners, LP (“Monroe”). Pursuant to the Purchase Agreement,
the Company has the right, but not the obligation, to sell to Monroe up to Thirty Million Dollars ($30,000,000.00) (the “Maximum
Commitment Amount”) of the Company’s common stock (the “Common Stock”), from time to time
during the Commitment Period (as defined below), subject to the terms, conditions, limitations and procedures set forth in the Purchase
Agreement.
Under the Purchase Agreement,
the Company may, at its discretion and subject to satisfaction of specified conditions (including the effectiveness of a registration
statement covering the resale of the shares issuable thereunder), deliver a Put Notice to Monroe specifying the number of shares of Common
Stock (the “Put Shares”) to be purchased by Monroe. Each Put is subject to a minimum of $25,000 (calculated
using the Initial Purchase Price) and a maximum of the lesser of $500,000 (calculated using the Initial Purchase Price) or 200% of the
Average Daily Trading Value during the seven Trading Days immediately preceding the Put Date. The Purchase Price per share for each Put
is the lesser of (a) 80% of the lowest traded price of the Company’s Common Stock on the Principal Market on the Trading Day immediately
preceding the respective Put Date or (ii) 80% of the lowest traded price of the Company’s Common Stock on the Principal Market on
any Trading Day during the Valuation Period, with payment of the Investment Amount (Purchase Price minus Clearing Costs) due on specified
weekly Payment Dates.
As consideration for entering
into the Purchase Agreement, the Company agreed to issue 15,000 shares of Common Stock (the “Initial Commitment Shares”)
to Monroe, with additional shares of Common Stock becoming issuable upon the Company’s drawing each $2,500,000 in funds (each a
“Trigger Event”) under the Purchase Agreement (collectively, the “Fulfillment Commitment Shares”)
[for each $2,500,000 in funds drawn under the Purchase Agreement, the number of Fulfillment Commitment Shares to be issued would calculated
pursuant to the following formula: 15,000 divided by the lowest VWAP of the Common Stock on the Principal Market on any Trading Day during
the five Trading Days immediately preceding the date of the relevant Trigger Event]. Monroe is entitled to certain protections, including
a beneficial ownership limitation of 4.99% (subject to adjustment in certain circumstances), and the Company is subject to customary covenants,
including prohibitions on entering into competing equity lines of credit or variable rate transactions without Monroe’s consent
during specified periods.
The Purchase Agreement contains
customary representations, warranties, covenants, indemnification obligations, and termination provisions. The Commitment Period commences
on February 25, 2026, and ends on the earlier of (1) the full draw of the Maximum Commitment Amount, (2) 24 months from the date thereof,
(3) termination by the Company (subject to limitations, including no termination during a Valuation Period or while Monroe holds Put Shares),
(4) certain registration-related events or (5) bankruptcy or similar events. The provisions addressing indemnification, governing law,
arbitration and certain other matters survive termination.
Concurrently with the Purchase
Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
Monroe. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the SEC an initial registration statement
(the “Registration Statement”) covering the resale by Monroe of the Initial Commitment Shares, the Fulfillment
Commitment Shares and any Put Shares issued or issuable under the Purchase Agreement (collectively, the “Registrable Securities”).
The Company must use commercially reasonable efforts to file the initial Registration Statement within 30 calendar days after February
25, 2026, and to cause it to be declared effective by the SEC within 90 calendar days after filing (or earlier if possible). The Company
must maintain the effectiveness of the Registration Statement (including through post-effective amendments or new registration statements
as necessary) throughout the Registration Period, which continues until Monroe has sold all Registrable Securities and the Maximum Commitment
Amount has been fully drawn. The Registration Rights Agreement includes customary provisions regarding prospectus supplements, blue sky
qualifications, review and comment rights, indemnification, suspension rights and remedies for delays or failures in effectiveness or
maintenance of effectiveness.
The foregoing descriptions
do not purport to be complete and are qualified in their entirety by reference to the full text of the Equity Agreement and the Registration
Rights Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, each of which is incorporated herein in
its entirety by reference.
Securities Purchase
Agreements
Effective February 25, 2026,
the Company entered into a Securities Purchase Agreement (the “Monroe SPA”) with Monroe, pursuant to which the
Company issued to Monroe a convertible promissory note in the principal amount of $91,292.40 (the “Monroe Note”)
for cash proceeds of $85,530.00 (reflecting $6,762.40 original issue discount). Monroe was also issued a five-year warrant (the “Monroe
Warrant”) to purchase 40,575 shares of Common Stock with standard anti-dilution provisions and cashless exercise.
Effective February 27, 2026,
the Company entered into a Securities Purchase Agreement (the “Lambda SPA”) with Lambda Ventures, LLC (“Lambda”),
pursuant to which the Company issued to Lambda a convertible promissory note in the principal amount of $91,292.40 (the “Lambda
Note”) for cash proceeds of $85,530.00 (reflecting $6,762.40 original issue discount). Lambda was also issued a five-year
warrant (the “Lambda Warrant”) to purchase 40,575 shares of Common Stock with standard anti-dilution provisions
and cashless exercise.
Material terms of
the Monroe Note and the Lambda Note (collectively, the “Notes”) include:
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Maturity and Interest
Each Note matures 12 months from its issue date
and bears interest at 10% per annum. The first 12 months of interest ($7,303.39 per Note) is guaranteed and fully earned in full as of
the issue date (non-refundable even if repaid or converted early).
Conversion Rights
Convertible at the holder’s option at any
time into shares of the Company’s Common Stock at a conversion price equal to the lesser of (a) $1.50 (subject to adjustment for
any stock dividend, stock split, stock combination, rights offerings, reclassifications, etc.) or (B) 70% of the lowest traded price of
the Common Stock on any Trading Day 15 Trading Days prior to the conversion date (subject to adjustments for stock dividends, splits,
combinations, reclassifications, etc.). If the calculated conversion price would be below par value, the holder may elect par value and
add “Additional Principal” to the conversion amount to maintain equivalent shares. Each conversion deducts a $1,750 holder
fee from the amount converted. Conversion is subject to a 4.99% beneficial ownership limitation (calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, including attribution and group rules).
Prepayment
Optional prepayment prior to default on three
Trading Days’ prior written notice at 118% of outstanding principal and accrued interest. The holder may override prepayment by
converting during the notice period. Failure to pay the prepayment amount forfeits the Company’s future prepayment rights.
Events of Default and Remedies
Includes customary events (non-payment, conversion
failures, covenant breaches, bankruptcy, cross-defaults, reporting failures, delisting, Rule 144 unavailability, etc.). Upon default,
the Notes accelerate to 150% of principal + accrued interest (the “Default Amount”). The holder may convert the Default Amount
post-maturity.
Reserved Shares
With respect to each Note, the Company must reserve
the greater of 2,000,000 shares or four times the number of shares issuable on full conversion at the then-current price. Failure to maintain
the reserved amount is an Event of Default.
Covenants and Restrictions
Without holder consent (not unreasonably withheld),
the Company may not: pay dividends/distributions (except certain stock dividends or approved shareholders’ rights plans), repurchase/redeem
stock or repay pari passu/subordinated debt, sell significant assets outside ordinary course, make affiliate loans/advances (limited exceptions),
enter Variable Rate Transactions, Prohibited Transactions (e.g., merchant cash advances, receivable sales), or Section 3(a)(10) transactions
(25% liquidated damages, minimum $25,000 if breached).
Other Material Provisions
Unsecured ranking; most-favored-nation protection
(better future terms apply to the Notes); use of proceeds restricted to general working capital (no officer/affiliate repayments, prior
debt repayment, etc.); arbitration in Florida under Florida law. |
The Company intends to use
the net proceeds from the issuances of the Notes for general working capital.
The issuances of the Notes
were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule
506(b) thereunder.
The foregoing descriptions
do not purport to be complete and are qualified in their entirety by reference to the full text of the Monroe SPA, the Monroe Note, the
Monroe Warrant, the Lambda SPA, the Lambda Note, and the Lambda Warrant, copies of which are filed as Exhibits 10.3, 10.4, 10.5, 10.6,
10.7 and 10.8 hereto, respectively, and incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuances of the Commitment Shares, Monroe Note, the Monroe Warrant, the Lambda Note and the Lambda Warrant were made in reliance on the
exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for
the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities
Act in issuing the Commitment Shares, the Monroe Note, the Monroe Warrant, the Lambda Note and the Lambda Warrant was based upon the following
factors: (a) the issuances were isolated private transactions by the Company which did not involve a public offering; (b) each of Monroe
and Lambda are accredited investors; (c) the Company did not engage in general solicitation or advertising in connection with the issuance;
and (d) each of Monroe and Lambda represented that, among other things, they were acquiring the securities for investment purposes only
and not with a view to distribution, they have received information about the Company necessary to make an informed investment decision,
and each of Monroe and Lambda is capable of evaluating the merits and risks of its investment. Any shares of Common Stock issuable upon
conversion of the Monroe Note, the Monroe Warrant, the Lambda Note and the Lambda Warrant will be issued in reliance on the exemption
from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number |
|
Description |
|
10.1 |
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Equity Purchase Agreement between the Company and Monroe Street Capital Partners, LP dated February 25, 2026. |
| 10.2 |
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Registration Rights Agreement between the Company and Monroe Street Capital Partners, LP dated February 25, 2026. |
| 10.3 |
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Securities Purchase Agreement between the Company and Monroe Street Capital Partners, LP dated February 25, 2026. |
| 10.4 |
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Promissory Note dated February 25, 2026, $91,292.40 principal amount, in favor of Monroe Street Capital Partners, LP. |
| 10.5 |
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Common Stock Purchase Warrant dated February 25, 2026, issued to Monroe Street Capital Partners, LP. |
| 10.6 |
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Securities Purchase Agreement between the Company and Lambda Ventures, LLC dated February 27, 2026. |
| 10.7 |
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Promissory Note dated February 27, 2026, $91,292.40 principal amount, in favor of Lambda Ventures, LLC. |
| 10.8 |
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Common Stock Purchase Warrant dated February 27, 2026, issued to Lambda Ventures, LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
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.
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MAG MAGNA CORP. |
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| Date: March 9,
2026 |
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By: |
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/s/ Jamal Khurshid |
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Jamal Khurshid |
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Chief Executive Officer |
