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 918, 2026 (February 2513, 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

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~~Consulting ~~Purchase Agreement~~Agreements

~~Effective~~Since February 2513, 2026, the ~~Mag~~Company ~~Magna~~has ~~Corp.,~~issued a ~~Wyoming~~total ~~corporation~~of ~~(the “Company”)~~8,700,000 ~~entered~~shares ~~into~~of ancommon ~~Equity~~stock ~~Purchase~~to ~~Agreement~~13 ~~(the~~third-party ~~“Purchase Agreement”)~~consultants ~~with~~under ~~Monroe~~separate ~~Street~~consulting ~~Capital~~services ~~Partners, LP~~ agreements (the “~~Monroe~~Services Agreements”)., ~~Pursuant~~pursuant to the ~~Purchase~~2026 ~~Agreement, the~~Mag ~~Company~~Magna ~~has~~Corp. ~~the~~Stock ~~right,~~Incentive ~~but~~Plan ~~not~~and ~~the~~Registration ~~obligation,~~Statement on toForm ~~sell~~S-8 to(SEC ~~Monroe~~File upNo. to333-293453), ~~Thirty~~all ~~Million~~of ~~Dollars~~which ~~($30,000,000.00)~~consultants ~~(the~~have ~~“Maximum Commitment~~been ~~Amount”)~~directed ofby the Company’s ~~common~~to ~~stock~~perform ~~(the~~various ~~“Common~~services ~~Stock”),~~in ~~from time to time~~furtherance ~~during~~of the ~~Commitment~~Company’s ~~Period~~rare ~~(as~~earth ~~defined~~element ~~below), subject to the terms, conditions, limitations and procedures set forth in the Purchase Agreement~~strategies.

~~Under~~Each ~~the Purchase Agreement, the Company may, at its discretion and subject to satisfaction~~ of ~~specified conditions (including~~ the ~~effectiveness~~Services ~~of a registration~~Agreements, ~~statement covering~~ the ~~resale~~form of ~~the~~which ~~shares~~is ~~issuable~~filed ~~thereunder),~~as ~~deliver~~Exhibit ~~a Put Notice to Monroe specifying the number of shares of Common Stock (the “Put Shares”) to be purchased by Monroe~~10.1 ~~Each Put is subject~~ to athis ~~minimum~~Current ~~of $25~~Report,~~000~~ ~~(calculated using~~expressly ~~the~~states ~~Initial~~that ~~Purchase Price) and a maximum of~~ the ~~lesser~~consultant ofshall ~~$500~~not engage,~~000~~ ~~(calculated~~directly ~~using the Initial Purchase Price)~~ or ~~200% of the~~ ~~Average~~indirectly, ~~Daily~~in ~~Trading~~any ~~Value~~activities ~~during~~related ~~the~~to ~~seven~~a ~~Trading~~capital-raising ~~Days~~transaction ~~immediately~~nor ~~preceding~~to the ~~Put~~promotion ~~Date.~~or ~~The Purchase Price per share for each Put is~~ the ~~lesser~~maintaining of (a) ~~80%~~market offor 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 Datessecurities.

AsAdditionally, ~~consideration~~1,300,000 ~~for entering~~of ~~into~~such ~~the~~shares ~~Purchase~~were ~~Agreement,~~issued ~~the Company agreed~~ to ~~issue~~Eric ~~15,000~~Newlan ~~shares of Common Stock~~ (~~the~~ “~~Initial Commitment Shares~~Newlan”) ~~to Monroe~~, ~~with~~managing ~~additional~~member ~~shares~~ of ~~Common~~Newlan ~~Stock~~Law ~~becoming~~Firm, ~~issuable upon the Company’s drawing each $2~~PLLC,~~500,000~~ inpursuant ~~funds~~to ~~(each~~ a Legal ~~“Trigger~~Services ~~Event”) under the Purchase~~ Agreement (~~collectively, the~~ “~~Fulfillment~~Newlan ~~Commitment Shares~~Agreement”) ~~[for~~. ~~each~~Under ~~$2,500,000 in funds drawn under~~ the ~~Purchase~~Newlan Agreement, ~~the~~Newlan ~~number~~is ~~of Fulfillment Commitment Shares~~ to beprovide ~~issued~~corporate ~~would~~and ~~calculated~~securities ~~pursuant~~law-related tolegal ~~the~~services ~~following~~on ~~formula:~~behalf ~~15,000 divided by the lowest VWAP~~ of the ~~Common~~Company ~~Stock~~through onSeptember ~~the~~30, ~~Principal Market on any Trading Day during the five Trading Days immediately preceding the date of the relevant Trigger Event]~~2026. ~~Monroe~~The isshares ~~entitled~~issued to ~~certain~~Newlan ~~protections,~~were ~~including a~~valued ~~beneficial~~at ~~ownership limitation of 4~~$0.~~99%~~077 ~~(subject~~per share, toor ~~adjustment~~$100,000, 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~~aggregate.

The ~~Purchase~~Newlan Agreement ~~contains~~expressly ~~customary~~states ~~representations,~~that ~~warranties,~~Newlan ~~covenants,~~shall ~~indemnification~~not ~~obligations~~engage, ~~and~~directly ~~termination~~or ~~provisions.~~indirectly, ~~The~~in ~~Commitment~~any ~~Period~~activities ~~commences on~~related ~~February~~to ~~25,~~a ~~2026,~~capital-raising ~~and~~transaction ~~ends~~nor onto the ~~earlier~~promotion or ~~of (1)~~ the ~~full~~maintaining ~~draw~~ of ~~the~~a ~~Maximum~~market ~~Commitment~~for ~~Amount, (2) 24 months from~~ the ~~date thereof, (3) termination by the~~ Company’s ~~(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~~securities. ~~The provisions addressing indemnification, governing law, arbitration and certain other matters survive termination.~~

~~Concurrently~~The ~~with~~foregoing ~~the Purchase~~descriptions ~~Agreement,~~of the ~~Company~~Services ~~entered~~Agreements ~~into~~and ~~a Registration Rights Agreement (~~the ~~“Registration~~Newlan ~~Rights~~ Agreement”) ~~with Monroe.~~do ~~Pursuant~~not purport to ~~the~~be ~~Registration~~complete ~~Rights~~and ~~Agreement,~~are ~~the~~qualified ~~Company~~in istheir ~~obligated~~entireties toby ~~file~~reference ~~with the SEC an initial registration statement~~to (the ~~“Registration~~full ~~Statement”)~~text ~~covering the resale by Monroe~~ of the ~~Initial~~Services ~~Commitment~~Agreements ~~Shares, the Fulfillment Commitment Shares~~ and ~~any Put Shares issued or issuable under~~ the ~~Purchase~~Newlan Agreement ~~(collectively~~, ~~the~~copies “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~~which ~~Registration~~are ~~Statement~~attached ~~(including~~hereto ~~through post-effective amendments or new registration statements~~ as ~~necessary)~~Exhibits ~~throughout~~10.1 ~~the Registration Period, which continues until Monroe has sold all Registrable Securities~~ and ~~the Maximum Commitment Amount has been fully drawn~~10. ~~The Registration Rights Agreement includes customary provisions regarding prospectus supplements~~2, ~~blue sky qualifications~~respectively, ~~review~~ and ~~comment~~incorporated ~~rights,~~herein ~~indemnification, suspension rights and remedies for delays or failures~~ in ~~effectiveness~~their ~~or maintenance~~entireties ofby ~~effectiveness~~reference.

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:

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.

Exhibit Number		Description
10.1		~~Equity~~Form ~~Purchase~~of ~~Agreement~~Consulting ~~between~~Services ~~the Company and Monroe Street Capital Partners, LP dated February 25, 2026~~Agreement.
10.2		~~Registration~~Legal ~~Rights~~Services Agreement between the Company and ~~Monroe~~Eric ~~Street~~Newlan ~~Capital Partners, LP~~ dated ~~February~~March 256, 2026.
10.3		Securities Purchase Agreement between the Company and Monroe Street Capital Partners, LP dated February 25, 2026.
10.4		Promissory Note dated February 25, 2026, $91,292.40 principal amount, in favor of Monroe Street Capital Partners, LP.
10.5		Common Stock Purchase Warrant dated February 25, 2026, issued to Monroe Street Capital Partners, LP.
10.6		Securities Purchase Agreement between the Company and Lambda Ventures, LLC dated February 27, 2026.
10.7		Promissory Note dated February 27, 2026, $91,292.40 principal amount, in favor of Lambda Ventures, LLC.
10.8		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.

MAG MAGNA CORP.

Date: March 9, 2026

/s/ Jamal Khurshid

Date: March 18, 2026

/s/ Jamal Khurshid

Jamal Khurshid

Chief Executive Officer

Filing Compare · Mag Magna Corp