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MagneGas Announces $1 Million Bridge Financing and Warrant Exchange to Improve Capitalization Structure
NEWS PROVIDED BY
MagneGas Corporation
09:31 ET
http://www.prnewswire.com/news-releases/magnegas-announces-1-million-bridge-financing-and-warrant-exchange-to-improve-capitalization-structure-621867773.html
TAMPA, Florida, May 10, 2017 /PRNewswire/ --
MagneGas Corporation ("MagneGas" or the "Company") (MNGA), a leading clean technology company in the renewable resources and environmental solutions industries, announced today that it has entered into a definitive agreement with an institutional investor for an offering of non-convertible debentures for gross proceeds of $1.0 million in a private placement transaction. The debentures are due in November 2017 and bear interest at a rate of 8% per annum. The Company intends to use the net proceeds for working capital and for general corporate purposes.
The Company also announced that, in a separate transaction, it has entered into an agreement with an existing investor to cancel warrants to purchase approximately 22.2 million shares of common stock in exchange for the issuance of 1.0 million shares of common stock and 2,700 shares of the Company's Series B Convertible Preferred Stock, which shall be convertible at $0.30 per share into 9.0 million shares of common stock.
Also in connection with the exchange transaction, the Company agreed to reduce the conversion price of certain outstanding convertible debentures in the principal amount of $829,000 held by such holders from $0.57 per share to $0.30 per share, which will result in an increase of 1,308,947 shares of common stock that may be issuable upon conversion of the convertible debentures. In return, the Company shall now be permitted to prepay the then-outstanding principal amount of the convertible debentures, together with a prepayment premium in the amount of 10% of the principal amount being prepaid, without having to obtain the prior written consent of the holder.
Scott Mahoney, Chief Financial Officer of MagneGas Corporation, stated, "The bridge financing provides us additional working capital at favorable terms. Importantly, the additional steps we have taken, including cancelling warrants, will help to dramatically simplify our capital structure. Moreover, under the new terms of the convertible debentures, we now have the ability to repurchase the shares. Should we exercise this option, it would help to reduce our potential shares outstanding."
"In the fourth quarter of 2016, we determined that it was in the best interests of all shareholders to shift the Company's focus towards near-term commercial growth opportunities, and away from long lead time R&D projects. The objective of this shift is to develop a strong, cash flow positive business model that would ultimately enable self-funded R&D as needed in future years, with a reduced reliance on the capital markets to support these projects."
"During the first four months of 2017, the Company has been systematically developing an acquisition pipeline, both in the utility services and industrial gas and welding supply verticals. We believe this acquisition strategy will provide a diverse and growing revenue mix, added intellectual property dedicated to the utility space, and significant additional human capital. These resources are intended to improve the probability and magnitude of our commercial opportunities for co-combustion and sterilization, as well as the rapid geographic expansion of our most successful product to date, MagneGas2®."
"The Company has spent six months laying the groundwork for this transformational announcement today. We now have a leaner company with the necessary infrastructure to execute on a complete corporate restructuring and growth strategy."
The non-convertible debentures issued in the private placement and the common stock and Series B Convertible Preferred Stock issued in the exchange transaction are being issued in reliance on an exemption from registration under the Securities Act of 1933, as amended.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About MagneGas Corporation
MagneGas® Corporation (MNGA) owns a patented process that converts various renewables and liquid wastes into MagneGas fuels. These fuels can be used as an alternative to natural gas or for metal cutting. The Company's testing has shown that its metal cutting fuel "MagneGas2®" is faster, cleaner and more productive than other alternatives on the market. It is also cost effective and safe to use with little changeover costs. The Company currently sells MagneGas2® into the metal working market as a replacement to acetylene.
The Company also sells equipment for the sterilization of bio-contaminated liquid waste for various industrial and agricultural markets. In addition, the Company is developing a variety of ancillary uses for MagneGas® fuels utilizing its high flame temperature for co-combustion of hydrocarbon fuels and other advanced applications. For more information on MagneGas®, please visit the Company's website at http://www.MagneGas.com.
The Company distributes MagneGas2® through Independent Distributors in the U.S and through its wholly owned distributor, ESSI (Equipment Sales and Services, Inc). ESSI has four locations in Florida and distributes MagneGas2®, industrial gases and welding supplies. For more information on ESSI, please visit the company's website at http://www.weldingsupplytampa.com
Forward-Looking Statements
This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Investor Contacts:
Crescendo Communications
T: +44-844-589-8760
mnga@crescendo-ir.com
SOURCE MagneGas Corporation
Well not to throw an iron in the fire, but those were my same thoughts. In feeling the same way as you do. I worked myself into a free share position.
I might not have as many shares as before, but I am definitely much more secure with myself presently.
Pigs get fed, hogs get slaughtered.
I thought I saw the volume building. Of course profit takers were squeezing out some protective positions in my opinion.
We did get a 30% dilution in shares from December 31, 2016 to April 28, 2017. A dilution of 40,618,432 shares, a jump from 135,097,367 to 175,715,799. So I would assume activity would be active in profit taking as an ongoing concern looms without the added shares for financing. 33,760,832 that are presently restricted until the end of June 2017 will be allowed to be sold. So I would expect even more activity. The placement shares fees I am uncertain they are paid in shares or cash for the moment.
I am just looking for the escalation cause in volume. I do know if everyone heads for the exit all at once it going to be a hard sell for individuals.
We must remember clinical trials in the U.S. can average 10 years. That takes money, an in the course of financing many a young companies appear to get their shares diluted.
Just tossing out a small opinion.
It was the TEVA exchange. Link says timed out. I tried.
It is not all bad is why their is still a reasonable share price value. TXMD could partner with a pharma. TXMD could still do a number of things.
Besides there has already been a 30 day endometrial study that was safe. I doubt there would be any significant change for a year long endometrial safety study. I ask myself did the competition in the same category ever have to provide a year long endometrial safety study? Almost seems like the FDA set the company up for failure. The company did what they were lead to believe needed to be done. Then the FDA changes course or is it that there was a different group of folks doing the final determinations verses those giving directions?
For now the bottom line is for a long range endometrial study to be done unless things change.
We do know one thing, as things stand. The product works. The safety is clean on a 30 day endometrial study. I would like to know where is the evidence that suggests a long range endometrial study needs to be done?
I do know for a fact when it comes to Monday. I know Tuesday follows.
I believe TXMD will get a passing grade. Regardless of post marketing guidelines and label issues.
My best to all.
Duke Energy declares quarterly dividend payment to shareholders
CHARLOTTE, N.C., May 4, 2017 /PRNewswire/ -- Duke Energy today declared a quarterly cash dividend on its common stock of $0.855 per share payable on June 16, 2017, to shareholders of record at the close of business May 19, 2017.
New Duke Energy logo. (PRNewsFoto/Duke Energy)
http://ih.advfn.com/p.php?pid=nmona&article=74505576&symbol=DUK
So we had a big dip day because some analyst out of the blue tosses spooks to investors without any real negative news, other than the company has not found a suitable buyer. Those analyst really need to go back and read and re-read the filings and the transcripts. It is obvious they did not. 8x8 will not be sold to just any buyer. There is a number which has not been released by the company of what they expect the company worth is per share. It is not that there has not been any interest.
Besides 8x8 does not have to be sold. Growth is fabulous. 8x8 is out doing the major telecoms, Fact! The sabotage on the share price is not going to pressure the company to sell for an undervalued price.
Enjoy the show, and buy the dips.
OPINION!
Most investors would wait it out until the reverse split. Just because of the reputation of reverse splits not the actions of the company per say.
Yes! This company has winner potential. It shows in the consistent expanded sales. Company growth is well. The problem is the cash burn ratio and the persistent need for financing which makes the share price wane. So far growth has not developed enough cash to sustain operating costs. This is nothing new for this company.
What most traders who got involved with this company realize this was a real swing play from day to day. Now that swing bounce has dried up for the time being. Promo hype has not been spiking the share price, more like promo news has had the sellers seem to come out to unload in the heavy volume to move onward.
Logically the company still has a ways to go.
If you want to use some pocket change and take a gamble be my guest. I think the odds are against investors for the moment, but then if it turns around for what ever reason. You will be paid back very handsomely.
noted: I presently do not own any shares.
I dare not mislead you.
Going to be a while for the share price to gain in my opinion. Who knows next thing you know palladium is a hot commodity and the share price becomes over bought.
In reality, the above is hyped fiction for the moment.
Gave the land away for a song and a dance. We should of put the crooks to work digging in those caverns until they made enough to pay back everyone they ripped off.
Scott Mahoney - CFO, Magnegas, video
MagneGas announced the creation of a welding supply subsidiary in April. Chief Financial Officer Scott Mahoney joins to discuss how this fits into the clean technology company's overall business strategy, and it's plans for expansion.
https://cheddar.vhx.tv/videos/cheddar-closing-bell-s9-e042517-k-full-mezz-hd-en-us
I have no idea even you could be Lebed.
Besides his mixed reputation. He had some great stock picks that went to the long side.
Not unless Lebed and his bandits return to hype it up in my opinion.
All the major telecoms delivered less than EGHT.
I think they should of waited. I do not think the seller days are over. Being taking down slowly, as the seller is trying to get their best value without drowning the share price all at once it appears. Opinion.
I would opinion there is going to be a heavy financing deal announced after the shares are split. Just how many shares will be printed is anyone's guess. Financing has to come from somewhere. The deal might come before, even though, it might be more advantageous after the split.
Great stock for those who need a year end tax loss write off. Not even a good play for day traders. If your long and not sobbing at the corrective seller action everyday. Then at least there is one type of investor category willing to attempt some patience.
In the mean time the company grows.
gOd save the King.
You might want to retract? Slaughtered by sellers today.
Maybe MNGA can get on the Shark Tank show to get financed!
I think Germany being a real leader in alternative energy would be an exciting market for MNGA.
Reverse split or no reverse split MNGA is not going out of business anytime to soon. It may cut back a few programs if needed, but I do not see it going out of business.
I agree with you. It can fall from favor on the NYSE just as well as on any other market. Yes they could always boomerang the shareholders by doing another round of dilution after the reverse split sometime down the road.
I agree! These small miner companies is like playing with lit firecrackers.
Yes! But it has not yet happened. Even though it is likely. 10 to 1 could hold it for while as the business platform keeps building revenue to satisfy an investor appetite for shares.
Enough said on my part. Opinion.
I understand your point exactly. It is about shareholders and their shares NOW! Not some hype about a tomorrow that may never come.
You are right the potential for a large reverse split is very real at the moment.
Was there ever any commercial gold? I should ask any gold that could be mined for a net profit?
This video explains some of what was happening on the ptsc board especially the bans.
http://www.bing.com/videos/search?q=ptsc+pump+and+dump&ru=%2fsearch%3fq%3dptsc%2bpump%2band%2bdump%26qs%3dn%26form%3dQBLH%26sp%3d-1%26pq%3dptsc%26sc%3d0-4%26sk%3d%26cvid%3dE735458D725C4330A20597413FC1336E&mmscn=vwrc&view=detail&mid=EEFDE3C7B2772069E5A0EEFDE3C7B2772069E5A0&rvsmid=8FAE5C9765682F59B4858FAE5C9765682F59B485&fsscr=0&FORM=VDQVAP
Your right about one thing. The reverse split makes no sense. Unless shareholders have been mislead. Why a reverse split? To make more shares forthcoming for a financing? The TGD board has no confidence in the present share price building to a greater value on their present business platform? Why would the board be so eager to reverse split? 10 to 1 does not build to the value of a $5 share price. Just to keep from looking like a penny stock?
Was not my intent to hang out, but I saw the disruption of the board as it was being controlled and manipulated long ago by someone(s) who must of been desperate to keep this board like some of the other PTSC boards in line with only a few chosen opinions, all the while innocent shareholders had their holdings dismantled day after day.
DUKE Energy is not going to change their plan to eliminate coal as a fuel source. The company President recently stated. I think the hope for MNGA is in the foreign markets going forward in regards to coal.
Good thing MNGA has numerous outlets to market in various forms.
TGD all sold. I do not like to mislead. This action on a vote for a 10 to 1 reverse split changed my opinion on holding. I bailed with a good profit. Still I expected better. TGD is on my watch list for now.
Reverse split vote! That is my only negative. Sure surprised me.
You actually did the right thing for the time being. I could not agree with you more for the moment. I also had to bail. Very disappointed even though I made a great profit.
That is the question? Who knows! Not to forget the maybes.
I do not recall a company not getting their reverse split when on the table.
10 to 1 will not make TGD a $5 stock. What am I missing?
Getting deeper into the 2nd quarter 2017. Could be any day now for the European clinical trials being posted.
The word is patience.
$0.0125
Who in their right minds would send out a letter claiming deficiencies, without stating the details, all the while being it known that the company has to inform investors?
Totally absurd!
Today let us play trash the share price. Dear investors the FDA warned the company that there is some deficiencies concerning labeling and post marketing. You must now all use your imaginations. Thank you for investing in TXMD.
At least the company was aware enough to at least confirm the estimated date of an approval or disapproval. That is a feather in managements' hat in my opinion.
"At this time, the Company is not aware of the nature of the deficiencies in the NDA identified by the FDA. The Company continues to communicate with the FDA to understand the nature of the deficiencies and intends to resolve them as quickly as possible."
The company continues to communicate with the FDA to understand the deficiencies. O.K., but then the company is not aware of the nature of the deficiencies. So what are they all talking about?
$14.95
Those 1/2 cent penny pinching Vancouver pirate moochers knocking the bid/ask back today. I see no real reason for the share price to wane at this level while the news is in the positive net profit mode. We are only months away from the Ana Paulo project adding to the profits.
Bid whacking Vancouver pirates mooching down some 1/2 cent profits.
The big one is coming, and it's going to be a flu pandemic
By Dr. Sanjay Gupta, Chief Medical Correspondent
Updated 1821 GMT (0221 HKT) April 10, 2017