{"url_path":"/sec/mgnc/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1949864/0001683168-26-004573-index.html","accession_number":"0001683168-26-004573","cik":"0001949864","ticker":"MGNC","issuer_name":"Mag Magna Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1949864/0001683168-26-004573-index.html","primary_entity_key":"0001949864","primary_entity_name":"Mag Magna Corp"},"word_count":1626,"has_tables":true,"body_markdown":"**Item 1.01. Entry into\na Material Definitive Agreement.**\n\n \n\n**Securities Purchase\nAgreements**\n\n \n\nEffective\nApril 1, 2026, Mag Magna Corp., a Wyoming corporation (the **“Company”**), entered into a Securities Purchase\nAgreement (the **“CFI Capital SPA”**) with CFI Capital, LLC (**“CFI Capital”**), pursuant\nto which the Company issued to CFI Capital a 6% convertible redeemable note in the principal amount of $170,000.00 (the **“CFI\nCapital Note”**) for cash proceeds of $153,000.00 (reflecting $17,000.00 original issue discount).\n\n \n\nMaterial terms of\nthe CFI Capital Note include:\n\n \n\n*Maturity and Interest*\n\n**\n\n**The\nCFI Capital Note matures 12 months from its issue date and bears interest at 6% per annum.\n\n \n\n*Conversion Rights*\n\nConvertible at the holder’s option at any time\nafter the six month anniversary of the CFI Capital Note into shares of the Company’s common stock at a conversion price equal to\n60% of the lowest traded price of the Company’s common stock on any trading day during the 20 trading days prior to the conversion\ndate (subject to adjustments for stock dividends, splits, combinations, reclassifications, etc.). Conversion is subject to a 4.99% beneficial\nownership limitation (calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, including attribution and group\nrules).\n\n \n\n*Prepayment*\n\nOptional prepayment prior to default on three\ndays’ prior written notice, as follows:\n\n \n\n \n**Prepay Date**\n**Prepay Amount**\n\n \n≤ 30 days\n105% of principal plus accrued interest\n\n \n30- 59 days\n110% of principal plus accrued interest\n\n \n60-89 days\n115% of principal plus accrued interest\n\n \n90-119 days\n120% of principal plus accrued interest\n\n \n120-149 days\n130% of principal plus accrued interest\n\n \n150-180 days\n140% of principal plus accrued interest\n\n \n\nFailure to pay the prepayment amount forfeits\nthe Company’s future prepayment rights.\n\n \n\n*Events of Default and Remedies*\n\nIncludes customary events (non-payment, conversion\nfailures, covenant breaches, bankruptcy, cross-defaults, reporting failures, delisting, Rule 144 unavailability, etc.). Upon default,\nthe conversion price under the CFI Capital Note drops to 45% of the lowest traded price of the Company’s common stock on any trading\nday during the 20 trading days prior to the conversion date. The holder may convert the Default Amount post-maturity.\n\n \n\n*Reserved Shares*\n\nWith respect to each\nNote, the Company must reserve the greater of 2,083,333 shares or four times the number of shares issuable on full conversion at the\nthen-current price. Failure to maintain the reserved amount is an Event of Default.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\n*Other Material\nProvisions*\n\nOn the occurrence of a Sale Event, CFI Capital may request the redemption of the CFI\nCapital Note in cash for the applicable prepayment price, or at the election of the CFI Capital, it may convert the unpaid principal\namount of the CFI Capital Note (together with the amount of accrued but unpaid interest) into shares of Company common stock immediately\nprior to such Sale Event at the then applicable conversion price; Arbitration in Florida under Florida law.\n\n \n\nThe Company applied the net proceeds\nfrom the issuance of the CFI Capital Note for general working capital.\n\n \n\nThe issuance of the CFI Capital\nNote was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and\nRule 506(b) thereunder.\n\n \n\nThe foregoing descriptions\ndo not purport to be complete and are qualified in their entirety by reference to the full text of the CFI Capital SPA and the CFI Capital\nNote, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.\n\n \n\nEffective\nApril 29, 2026, the Company entered into a Securities Purchase Agreement (the **“Silvercrest SPA”**) with Silvercrest\nHybrid Capital LLC (**“Silvercrest”**), pursuant to which the Company issued to Silvercrest a 6% convertible redeemable\nnote in the principal amount of $170,000.00 (the **“Silvercrest Note”**) for cash proceeds of $153,000.00 (reflecting\n$17,000.00 original issue discount).\n\n \n\nMaterial\nterms of the Silvercrest Note include:\n\n \n\n*Maturity and Interest*\n\nThe Silvercrest Note matures 12 months from its issue date and bears interest at 12% per annum.   **\n\n* *\n\n*Conversion Rights*\n\nConvertible at the holder’s option at any time after the six month anniversary of the Silvercrest Note into shares of the Company’s common stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock on any trading day during the 20 trading days prior to the conversion date (subject to adjustments for stock dividends, splits, combinations, reclassifications, etc.). 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).   **\n\n* *\n\n*Prepayment*\n\nOptional prepayment prior to default on three days’ prior written notice, as follows:\n\n \n\n \n**Prepay Date**\n**Prepay Amount**\n\n \n≤ 30 days\n105% of principal plus accrued interest\n\n \n30- 59 days\n110% of principal plus accrued interest\n\n \n60-89 days\n115% of principal plus accrued interest\n\n \n90-119 days\n120% of principal plus accrued interest\n\n \n120-149 days\n130% of principal plus accrued interest\n\n \n150-180 days\n140% of principal plus accrued interest\n\n \n\nFailure to pay the prepayment amount forfeits the Company’s future prepayment rights.\n\n \n\n \n\n \n\n 3 \n\n \n\n \n\n*Events of Default and Remedies*\n\nIncludes customary events (non-payment, conversion failures, covenant breaches, bankruptcy, cross-defaults, reporting failures, delisting, Rule 144 unavailability, etc.). Upon default, the conversion price under the Silvercrest Note drops to 45% of the lowest traded price of the Company’s common stock on any trading day during the 20 trading days prior to the conversion date. The holder may convert the Default Amount post-maturity.  \n\n \n\n*Reserved Shares*\n\nWith respect to each Note, the Company must reserve the greater of 2,023,810 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.\n\n \n\n*Other Material Provisions*\n\nOn the occurrence of a Sale Event, Silvercrest may request the redemption of the Silvercrest Note in cash for 150% of the principal amount plus accrued interests or, at the election of the Silvercrest, it may convert the unpaid principal amount of the Silvercrest Note (together with the amount of accrued but unpaid interest) into shares of Company common stock immediately prior to such Sale Event at the then applicable conversion price; Nevada law governs, with all actions required to be brought in Washoe County or Clark County, Nevada.\n\n \n\nThe\nCompany applied the net proceeds from the issuance of the Silvercrest Note for general working capital.\n\n \n\nEffective\nMay 6, 2026, the Company entered into a Securities Purchase Agreement (the **“GW Capital SPA”**) with GW Capital\nInvestments, LLC (**“GW Capital”**), pursuant to which the Company issued to GW Capital a 12% convertible redeemable\nnote in the principal amount of $123,333.33 (the **“GW Capital Note”**) for cash proceeds of $111,000.00 (reflecting\n$12,333.33 original issue discount).\n\n \n\nMaterial\nterms of the GW Capital Note include:\n\n \n\n*Maturity and Interest*\n\nThe GW Capital Note matures 12 months from its issue date and bears interest at 12% per annum.\n\n \n\n*Conversion Rights*\n\nConvertible at the holder’s option at any time after the six month anniversary of the GW Capital Note into shares of the Company’s common stock at a conversion price equal to 60% of the lowest traded price of the Company’s common stock on any trading day during the 20 trading days prior to the conversion date (subject to adjustments for stock dividends, splits, combinations, reclassifications, etc.). 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).\n\n \n\n*Prepayment*\n\nOptional prepayment prior to default on three days’ prior written notice, as follows:\n\n \n\n \n**Prepay Date**\n**Prepay Amount**\n\n \n≤ 30 days\n105% of principal plus accrued interest\n\n \n30- 59 days\n110% of principal plus accrued interest\n\n \n60-89 days\n115% of principal plus accrued interest\n\n \n90-119 days\n120% of principal plus accrued interest\n\n \n120-149 days\n130% of principal plus accrued interest\n\n \n150-180 days\n140% of principal plus accrued interest\n\n \n\nFailure to pay the prepayment amount forfeits the Company’s future prepayment rights.\n\n \n\n \n\n \n\n 4 \n\n \n\n \n\n*Events of Default and Remedies*\n\nIncludes customary events (non-payment, conversion failures, covenant breaches, bankruptcy, cross-defaults, reporting failures, delisting, Rule 144 unavailability, etc.). Upon default, the conversion price under the Silvercrest Note drops to 45% of the lowest traded price of the Company’s common stock on any trading day during the 20 trading days prior to the conversion date. The holder may convert the Default Amount post-maturity.\n\n \n\n*Reserved Shares*\n\nWith respect to each Note, the Company must reserve the greater of 1,447,574 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.\n\n \n\n*Other Material Provisions*\n\nOn the occurrence of a Sale Event, GW Capital may request the redemption of the GW Capital Note in cash for 150% of the principal amount plus accrued interests or, at the election of the GW Capital, it may convert the unpaid principal amount of the GW Capital Note (together with the amount of accrued but unpaid interest) into shares of Company common stock immediately prior to such Sale Event at the then applicable conversion price; Nevada law governs, with all actions required to be brought in Washoe County or Clark County, Nevada.\n\n \n\nThe Company applied the net proceeds from the\nissuance of the GW Capital Note for general working capital.\n\n \n\nThe issuances of the CFI Capital\nNote, the Silvercrest Note and the GW Capital Note were made in reliance on the exemption from registration provided by Section 4(a)(2)\nof the Securities Act of 1933, as amended, and Rule 506(b) thereunder.\n\n \n\nThe foregoing descriptions\ndo not purport to be complete and are qualified in their entirety by reference to the full text of the CFI Capital SPA, the CFI Capital\nNote, Silvercrest SPA, the Silvercrest Note, GW Capital SPA and the GW Capital Note, copies of which are filed as Exhibits 10.1, 10.2,\n10.3, 10.4, 10.5 and 10.6 hereto, respectively, and incorporated herein by reference."}