{"url_path":"/sec/mgnc/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of","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":619,"has_tables":true,"body_markdown":"**Item 5.02. Departure of\nDirectors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**Executive Committee; Audit\nCommittee**\n\n \n\n*Executive Committee*.\nOn February 16, 2026, the Company’s Board of Directors established an Executive Committee and, in conjunction therewith, adopted\nan Executive Committee Charter. The Company’s Executive Committee is composed of Harpreet Sangha and Jamal Khurshid. Pursuant to\nour Bylaws and the charter of the Executive Committee, between meetings of the full Board of Directors, the Executive Committee has the\nfull power and authority of the Board of Directors in the management of our business and affairs, except to the extent limited by Wyoming\nlaw.\n\n \n\n*Audit\nCommittee*. On April 3, 2026, the Company’s Board of Directors established an Audit Committee and, in conjunction therewith,\nadopted an Audit Committee Charter.\n\n \n\nThe Company’s\nAudit Committee is composed of Gonca Demir, Daniel Marcus and Nicholas Gregory, with Ms. Demir serving as Chair of the Audit Committee.\nOur Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under\nthe Securities Exchange Act of 1934 and has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Daniel\nMarcus qualifies as an audit committee financial expert under Item 407 of Regulation S-K. The Audit Committee Charter details the principal\nfunctions of the Audit Committee, including:\n\n \n\n \n•\n\nassisting board oversight of (1) the integrity\nof our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications\nand independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention,\nreplacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged\nby us;\n\n \n \n \n\n \n•\n\npre-approving all audit and non-audit services\nto be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval\npolicies and procedures;\n\n \n \n \n\n \n•\n\nreviewing and discussing with the independent\nauditors all relationships the auditors have with us in order to evaluate their continued independence;\n\n \n \n \n\n \n•\n\nsetting clear policies for audit partner\nrotation in compliance with applicable laws and regulations;\n\n \n \n \n\n \n•\n\nobtaining and reviewing a report, at least\nannually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any\nmaterial issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation\nby governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by\nthe firm and any steps taken to deal with such issues;\n\n \n \n \n\n \n•\n\nmeeting to review and discuss our annual\naudited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific\ndisclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing\nand approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior\nto us entering into such transaction; and\n\n \n \n \n\n \n•\nreviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.\n\n \n\nThe foregoing\ndescriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Executive Committee\nCharter and the Audit Committee Charter, copies of which are filed as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated herein\nby reference.\n\n \n\n \n\n \n\n 6"}