Mag Magna Corp Names New Director, Secures $2.5 Million Convertible Note

Mag Magna Corp (MGNC) disclosed multiple corporate actions in an 8-K filing submitted to the SEC on June 5, 2026.

The company entered a material definitive securities purchase agreement with an institutional investor and closed on the issuance of an unsecured convertible promissory note with a principal amount of $2.5 million, according to Items 1.01 and 2.03 of the filing. The note constitutes a new direct financial obligation.

In connection with the financing, the company elected a new director to its board. Item 5.02 states that effective June 5, 2026, Johnathan R. Hale was elected as a director. The filing does not disclose any prior board service by Hale or a specific cause for the addition beyond the financing transaction.

The company also reported an unregistered sale of equity securities under Item 3.02. The securities were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D. Exact share quantities and conversion terms were not detailed in the top-level items but are referenced in exhibits filed with the report.

Operationally, the company moves from having no disclosed recent direct financial obligation of this type to carrying a $2.5 million convertible note on its balance sheet. The new director assumes board responsibilities immediately. Future conversion of the note into common stock will require additional disclosures on Form 8-K or in subsequent periodic filings when those events occur.

Downstream, the company must track contractual milestones in the securities purchase agreement, including any interest accrual, conversion triggers, or repayment deadlines. The SEC requires prompt disclosure of any material amendments or defaults under the note.

If conversion occurs, it will dilute existing shareholders and necessitate updated capitalization tables in the company's next quarterly or annual report. The new director will participate in all future board decisions, including those on use of the $2.5 million proceeds.

This filing marks the latest capital-raising step by the microcap issuer, which has used similar unregistered note structures in prior periods to fund operations without immediate public equity dilution. The complete agreement and note exhibit were filed as part of Item 9.01.