AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): January 29, 2019
APPLIED TECHNOLOGY SOLUTIONS, INC.
name of registrant as specified in its charter)
or other jurisdiction
44th Street North
of principal executive offices) (Zip Code)
telephone number, including area code: (727) 934-3448
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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
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. [ ]
3.03. Material Modification to Rights of Security Holders.
information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
January 29, 2019, MagneGas Corporation (the “Company”) filed a Certificate of Amendment to Certificate of Incorporation
(the “Certificate of Amendment”) with the Delaware Secretary of State to effect a one-for-twenty reverse split of
the Company’s issued and outstanding common stock (the “Reverse Stock Split”), and the Reverse Stock Split became
effective in accordance with the terms of the Certificate of Amendment at 5:00 p.m. Eastern Time on January 30, 2019 (the “Effective
the Effective Time, every twenty shares of the Company’s common stock issued and outstanding were automatically combined
into one share of common stock, without any change in the par value per share. The Company will not issue any fractional shares
in connection with the Reverse Stock Split. Instead, fractional shares will be entitled, upon surrender of certificate(s) representing
shares, to receive a cash payment in lieu of the fractional shares without interest. The Reverse Stock Split will not modify the
rights or preferences of the common stock. Proportional adjustments have been made to the conversion and exercise prices of the
Company’s outstanding common stock warrants, convertible notes, and common stock options. The number of common stock shares
issuable under the Company’s equity compensation plan was not affected by the Reverse Split.
Company’s transfer agent, Corporate Stock Transfer, is the exchange agent for the Reverse Stock Split and will correspond
with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have
their positions automatically adjusted to reflect the Reverse Stock Split.
Company’s common stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis on Friday, February
1, 2019. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 55939M 200.
foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
January 31, 2019
APPLIED TECHNOLOGY SOLUTIONS, INC.|