{"url_path":"/sec/mgnc/8-k/2026-06-05/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":263,"has_tables":true,"body_markdown":"**Item 3.02.\nUnregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.\n\n \n\nThe\nissuances of CFI Capital Note, the Silvercrest Note and the GW Capital Note were made in reliance on the exemption provided by Section\n4(a)(2) of the Securities Act of 1933, as amended (the **“Securities Act”**), for the offer and sale of securities\nnot involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the CFI Capital Note,\nthe Silvercrest Note and the GW Capital Note was based upon the following factors: (a) the issuance was an isolated private transaction\nby the Company which did not involve a public offering; (b) each of CFI Capital, Silvercrest and GW Capital is an accredited investor;\n(c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) each of CFI Capital, Silvercrest\nand GW Capital represented that, among other things, it was acquiring the securities for investment purposes only and not with a view\nto distribution, it has received information about the Company necessary to make an informed investment decision, and each of CFI Capital,\nSilvercrest and GW Capital is capable of evaluating the merits and risks of its investment. Any shares of Company common stock issuable\nupon conversion of the CFI Capital Note, the Silvercrest Note and the GW Capital Note will be issued in reliance on the exemption from\nregistration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act.\n\n \n\n \n\n \n\n 5"}