Attached files

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EX-99.2 - EXHIBIT 99.2 - TARONIS TECHNOLOGIES, INC.v456610_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - TARONIS TECHNOLOGIES, INC.v456610_ex99-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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):  January 10, 2017

 

MAGNEGAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-35586   26-0250418
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employee Identification No.)

 

11885 44th Street North

Clearwater, FL 33762

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (727) 934-3448

 

Not applicable

 (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 (see General Instruction A.2. below):

 

  ¨ 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))

 

 

 

 

 
Item 2.02 Results of Operations and Financial Conditions.

 

On January 10, 2017, MagneGas Corporation (the “Company”) issued a press release announcing the Company’s revenue guidance for the year ended December 31, 2016.

 

The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

 

The information contained in, or incorporated into, this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filings.

 

Please refer to Exhibit 99.1 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.

 

Item 7.01 Regulation FD Disclosure.

 

Effective January 10, 2017, senior management and certain members of the Company have begun using the materials included in Exhibit 99.2 to this report (the “Investor Presentation”) in connection with presentations to existing shareholders and potential investors of the Company.  The Investor Presentation is incorporated into this Item 7.01 by reference and will be available on the Company’s website at www.magnegas.com.

 

Without limiting the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the investor presentation is incorporated by reference into this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
 
Description

Exhibit 99.1

 

Press Release, dated January 10, 2017

     
Exhibit 99.2   MagneGas Corporation Investor Presentation (Revised 01-10-2017)

 

 

 

  

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.

 

  MAGNEGAS CORPORATION  
     
Date: January 10, 2017 By: /s/ Ermanno Santilli  
    Ermanno Santilli  
    Chief Executive Officer