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): October 11, 2018

MAGNEGAS APPLIED TECHNOLOGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. [  ]

Securities Purchase Agreement

On October 11, 2018, MagneGas Applied Technology Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with one or more investors identified on the signature pages thereto (“Investors”) attached hereto as Exhibit 10.1. Under the terms of the SPA, the Company shall issue and sell to each Investor, and each Investor severally, but not jointly, agrees to purchase from the Company 21,800,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase up to 21,800,000 shares of Common Stock (“Warrants”) (collectively, the “Transaction Securities”) as set forth on the Purchaser Signature Page attached to the SPA, for a total gross purchase price of $5,014,000 (exclusive of the exercise of the Warrants) (the “Offering”). We expect to receive aggregate net proceeds of approximately $4,588,160, and the Company intends to use the net proceeds for working capital and other general corporate purposes. The Offering is expected to close on or about October 15, 2018, subject to customary closing conditions. The SPA contains customary representations, warranties and agreements by us and customary conditions to closing. Under the SPA, we have agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any common stock or common stock equivalents for a period of 30 days following the closing of the offering.

The sale of the Common Stock at a price of $0.23 per share is being made pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the “SEC”) on or about October 11, 2018, and accompanying base prospectus relating to the Company’s shelf registration statement on Form S-3 (File No. 333-207928), which was declared effective by the SEC on June 15, 2016.

Additionally, the sale of the Warrants at a price of $0.3654 per Warrant is being made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). See “Warrant Agreement” below. Pursuant to the SPA, holders of Warrants have piggy-back registration rights beginning 45 days after the closing date until one year following the closing date to have their Warrant Shares (defined below) registered on certain of our registration statements at the Company’s expense.

The above description of the SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which is incorporated herein and attached hereto as Exhibit 10.1.

A copy of the opinion of our Legal Counsel relating to the legality of the issuance and sale of the Transaction Securities in the Offering is attached as Exhibit 5.1 hereto.

Placement Agency Agreement

In conjunction with the SPA, the Company entered into a Placement Agency Agreement with Maxim Group, LLC (“Maxim”). Under the terms of the Placement Agency Agreement, Maxim will act as the exclusive placement agent for the transaction. The Company has agreed to pay Maxim a cash fee payable upon the closing of the Offering (“Closing”) equal to 6.0% of the gross proceeds received by the Company from the offering of the Transaction Securities (the “Placement Fee”), and, subject to certain conditions, to reimburse all travel and other out-of-pocket expenses of Maxim in connection with this Offering, including but not limited to legal fees, up to a maximum of $50,000. If we elect to terminate this Offering for any reason, and, if within six months following the termination, we complete any financing of equity, equity-linked or debt or other capital raising activity with Investors introduced to us by Maxim in connection with the placement of the Transaction Securities, then we will be required to pay to Maxim upon the closing of the financing the Placement Fee.

The Placement Agency Agreement contains customary representations, warranties and agreements by us and customary conditions to closing. We have agreed to indemnify Maxim against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that Maxim may be required to make in respect of those liabilities.

The above description of the Placement Agency Agreement does not purport to be complete and is qualified in its entirety by the full text of such Placement Agency Agreement, which is incorporated herein and attached hereto as Exhibit 10.2.

Warrant Agreement

Additionally, pursuant to the terms of the SPA, the Company granted the Investor Warrants to purchase up to 21,800,000 shares of Common Stock for each share purchased for cash in this offering. The Warrants are exercisable beginning on the initial exercise date, which is the earlier of the date the Company obtains the approval of its stockholders to the issuance of the shares of Common Stock underlying the Warrants (the “Warrant Shares”) or the six-month anniversary of the date of issuance, at an exercise price of $0.3654 per share (“Exercise Price”). The Warrants will be exercisable for 42 months following the closing date.

If the Company has an effective registration statement registering the Warrant Shares, the Warrants may only be exercised for cash. Beginning six months after the issuance of the Warrants, in the event no effective registration statement registering, or no current prospectus is available for the resale of the Warrant Shares, the Investors may exercise the Warrants by means of a “cashless exercise.” Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, the holder may increase the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

The Exercise Price and number of the shares of our common stock issuable upon the exercise of the Warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants.

Total gross proceeds to the Company, assuming full exercise of the Warrants, will be $7,965,720. The offering of the Warrants was exempt from registration under Section 4(a)(2) of the Securities Act.

The above description of the Warrants does not purport to be complete and is qualified in its entirety by the full text of the “form of” Warrant, which is incorporated herein attached hereto as Exhibit 10.3.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The Warrants were offered and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act, as amended.

On October 11, 2018, the Company announced the Offering.

A copy of the press release that discusses this matter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

(d) Exhibits.

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.

Date: October 11, 2018