8-K - MGNC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 31, 2026 (March 27,2026)

Mag Magna Corp.<br><br> <br>(Exact name of registrant as specified in its charter)
000-56822	98-1626237
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(Commission File Number)	(IRS Employer Identification Number)
4005 West Reno Avenue, Suite F<br><br> <br>Las Vegas, Nevada 89118	<br><br> <br><br><br> <br>Wyoming
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(Address of Principal Executive Offices)	(State or other jurisdiction of incorporation or organization)

702-595-2247

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If 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. ☐

Item 1.01. Entry intoa Material Definitive Agreement.

Lock-Up and Leak-OutAgreements

Effective March 27, 2026, Mag Magna Corp., a Wyoming corporation (the “Company”), entered into separate Lock-Up and Leak-Out Agreements (the “Lock-up Agreements”) with 11 of its consultants who had been issued a total of 8,900,000 shares (the “Lock-UpShares”) of common stock under consulting services agreements, pursuant to the 2026 Mag Magna Corp. Stock Incentive Plan and Registration Statement on Form S-8 (SEC File No. 333-293453). The Lock-Up Shares represent 89% of the 10,000,000 shares issued to Company consultants, pursuant to the 2026 Mag Magna Corp. Stock Incentive Plan and Registration Statement on Form S-8.

Each of the Lock-Up Agreements, the form of which is filed as Exhibit 10.1 to this Current Report, contains the following provisions:

Defined terms in the Lock-Up Agreements:

“Lock-up Period”: through and including December 31, 2026.

“Leak-out Period”: January 1 through and including June 30, 2027.

“Leak-out Monthly Limit”: 100,000 shares.

“Leak-out Daily Limit”: 20,000 shares.

·	During the Lock-up Period, the shareholder<br>shall not, directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option<br>for the sale of, pledge or otherwise dispose of or transfer any shares. During the Leak-out Period, except for sales of shares in amounts<br>that do not exceed the Monthly Leak-out Amount and/or the Daily Leak-out Amount, the shareholder shall not enter into any transaction<br>for the disposition of shares.
·	If, during any calendar month within the<br>Leak-out Period, the shareholder has not engaged in one or more Disposition transactions, the cumulative amount of which has resulted<br>in less than the cumulative Monthly Leak-out Amount during the Leak-out Period then-to date, then the shareholder has the right, but<br>not the obligation, to engage in one or more additional Disposition transactions, such that, at the conclusion of such additional Disposition<br>transaction(s), the shareholder will have engaged in Disposition transactions in an amount that does not exceed the cumulative Monthly<br>Leak-out Amount during the Leak-out Period then-to date.
·	In general, any transferee of any of the<br>shares covered by the Lock-up Agreements shall be subject to the terms and conditions of the Lock-up Agreements.
·	The Company and each of the shareholders<br>released the other party of any claims, known and unknown.
·	The Lock–up Agreements are subject to early termination, (a) in the event that a breach occurs under any one of the Lock-up Agreements or, (b) in the event that the price of the common stock of the Company trades above $5.00 for ten consecutive trading days at any time after the expiration of the Lock-up Period.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein in its entirety by reference.

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Item 8.01. Other Events.

On March 31, 2026, the Company published the following press release:

“Mag Magna Corp. Announces Voluntary Lock-Up Agreements Covering89% of 10 Million Shares Issued to Consultants

**LASVEGAS, NV / ACCESS Newswire / March 31, 2026 /**Mag Magna Corp. (OTCID:MGNC) (the "Company"), a rare earth elements mining company, today announced that certain shareholders, each of whom is a consultant to the Company, who were participants of the total of 10,000,000 registered, free-trading shares issued under the Company's S-8 Registration Statement have entered into voluntary lock-up agreements with the Company (the "Lock-Up Agreements").

"First, we appreciate the support of our consultants and their crucial work on our company's behalf," said Jamal Khurshid, the Company's Chief Executive Officer. "Second, their willingness to demonstrate their long-term belief in our rare earth element mining strategies by signing the Lock-Up Agreements speaks volumes. Our management team is energized and committed to bringing our vision for rare earth elements mining operations to fruition." Mr. Khurshid further offered that the Company believes that the Lock-Up Agreements will further the Company's intention to promote a stable, fundamentals-based trading market for its common stock, to the benefit of its current and future shareholders, as well as important stakeholders.

Pursuant to the Lock-Up Agreements, participating shareholders have voluntarily agreed not to offer, sell, transfer, assign, pledge or otherwise dispose of their shares, directly or indirectly, except as permitted under the Lock-Up Agreements. The shares owned by the participating shareholders are completely locked up through December 31, 2026, followed by a leak-out period through June 30, 2027, providing for monthly and daily volume limitations; provided that the Lock-Up Agreement will terminate if the Company's common stock price closed over $5.00 per share for 10 consecutive days after December 31, 2026.

The Lock-Up Agreements also provide that the Board of Directors of the Company may, in its discretion, reduce, remove or waive the application of the resale restrictions. The shares that are subject to the Lock-Up Agreement will remain subject to applicable securities laws and contractual obligations.

ABOUT MAG MAGNA CORP.

The Company engages in the rare earth elements mining industry, having acquired its first mining properties in January 2026. The Company intends to acquire attractive undeveloped rare earth mineral mining properties and, thereafter, engage in the mining of the present rare earth minerals.

Cautionary Note Regarding Forward-LookingStatements

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding our expectations, intentions, beliefs, and projections about our future results, performance, prospects, and opportunities. These statements can be identified by the fact that they do not relate strictly to historical or current facts or by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "project," "potential," "should," "will," "will be," "would," the negative of these terms and similar expressions, but this is not an exclusive way of identifying such statements. Readers are cautioned that forward-looking statements are not guarantees of future performance.

The Company will continue to file annual, quarterly, and current reports, proxy statements and other information with the SEC. Forward-looking statements speak only as of the dates specified in such filings or releases. Except as expressly required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update any forward-looking statements to reflect events or circumstances arising after any such date, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this release or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

Company Contact.

1-702-595-2247

sanghaharp1964@gmail.com

www.magmagnacorp.com

SOURCE: MAG MAGN

* * * End of PressRelease * * *

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description
10.1	Form of Consulting Services Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant 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.

	MAG MAGNA CORP.
Date: March 31,<br> 2026	By:	/s/ Jamal Khurshid
		Jamal Khurshid
		Chief Executive Officer

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Exhibit 10.1

LOCK-UP AND LEAK-OUT AGREEMENT

This Lock-Up and Leak-Out Agreement (this “Agreement”) is made and entered into as of March 27, 2026 (the “Effective Date”), by and between Mag Magna Corp., a Wyoming corporation (the “Company”), and [ Name of Shareholder ] (“Shareholder”). The Company and Shareholder are each individually referred to as a “Party” and are collectively referred to as the “Parties”.

RECITALS

WHEREAS, Shareholder owns [ ______ ] shares (the “AgreementStock”) of common stock of the Company;

WHEREAS, the Company acknowledges that, in the absence of this Agreement, Shareholder has an unfettered right to dispose of any or all of the Agreement Stock, in any manner and at any time or from time to time, all as desired by Shareholder, including, but not limited to, the sale thereof into the public markets;

WHEREAS, the Company has requested of Shareholder that Shareholder not dispose of any of the Agreement Stock into the public markets, except in accordance with the terms and provisions of this Agreement through and including December 31, 2026 (the “Lock-up Period”), and, thereafter, Shareholder may dispose of the Agreement Stock in accordance with the terms and provisions hereof through and including June 30, 2027 (the “Leak- outPeriod”), such that the Agreement Stock will be sold in monthly amounts not to exceed 100,000 shares (the “Leak-outMonthly Limit”) during the Leak-out Period, not to exceed 20,000 shares in any one day (the “Leak-out DailyLimit”), and Shareholder has so agreed; and

WHEREAS, certain unspecified disputes (the “UnspecifiedDisputes”) may have arisen between the Parties in respect of the issuance of the Agreement Stock by the Company to Shareholder; and

WHEREAS, the Company and Shareholder desire to enter into this Agreement and the transactions contemplated hereunder to settle the Unspecified Disputes in the manner set forth herein.

NOW, THEREFORE, in consideration of these premises and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1. Lock-up;Monthly Leak-out Amount. During the Lock-up Period, Shareholder shall not, directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge or otherwise dispose of or transfer (collectively, a “Disposition”) any shares of Agreement Stock. During the Leak-out Period, except for sales of shares of Agreement Stock in amounts that do not exceed the Monthly Leak-out Amount and/or the Daily Leak-out Amount, Shareholder shall not, except as permitted below, directly or indirectly, enter into any transaction for the Disposition of the Agreement Stock.

2. CumulativeDisposition. If, during any calendar month within the Leak-out Period, Shareholder has not engaged in one or more Disposition transactions, the cumulative amount of which has resulted in less than the cumulative Monthly Leak-out Amount during the Leak-out Period then-to date, then Shareholder has the right, but not the obligation, to engage in one or more additional Disposition transactions, such that, at the conclusion of such additional Disposition transaction(s), Shareholder will have engaged in Disposition transactions in an amount that does not exceed the cumulative Monthly Leak-out Amount during the Leak-out Period then-to date.

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3. Reserved.

4. TransfereeRestrictions. Any transferee of any of the shares of Agreement Stock, other than as permitted in connection with a waiver (as referenced in Section 5 below) or as otherwise permitted pursuant to the terms hereunder, shall be subject to all of the terms and conditions hereof and, solely for such purposes, any such transferee shall be included in the definition of Shareholder.

5. CompanyWaiver. Notwithstanding anything to the contrary contained herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions in its favor contained herein.

6. GeneralAcknowledgment. The Company acknowledges and agrees to the following:

(a) Accuracyof Representations. The Company hereby acknowledges the accuracy of the representations set forth in the Recitals of this Agreement;

(b) NoRelease by Shareholder; etc. Neither this Agreement nor any other agreement entered in connection herewith or pursuant to the terms hereof shall be deemed or construed to be a waiver by Shareholder of any of its rights thereunder or at law or in equity; and

(c) Releaseby the Company. The Company, on behalf of itself and its administrators, agents, members, managers, directors, shareholders, officers, successors, and assigns (all of the foregoing, collectively, the “Company Releasors”), hereby releases and forever discharges Shareholder, including Shareholder’s agents, attorneys, successors and assigns (all of the foregoing, collectively, the “Shareholder Releasees”) from all liabilities, charges, claims, agreements, causes of action or suits, of whatever kind or nature, whether accrued, absolute, contingent, liquidated or unliquidated, known or unknown, which the Company Releasors ever had, now have, or hereafter can, shall or may have against Shareholder Releasees for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement arising from, or relating to this Agreement and the transactions contemplated hereby.

7. RepresentationsWarranties and Covenants. To induce Shareholder to enter into this Agreement, the Company represents and warrants to Shareholder as follows:

(a) Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming.

(b) Authority. The Company has full company power and authority to execute, deliver and perform this Agreement.

(c) Consentand Approvals. No consent or approval of either Party is required in connection with the execution and delivery of each of this Agreement and the do not (1) contravene or result in a breach or default under the Articles of Organization or Company Agreement or any other governing document of the Company, agreement or instrument to which the Company is a party or by which any of its property is bound or (2) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award applicable to the Company.

(d) Representationsand Warranties Are and Were True. All representations and warranties contained in this Agreement are true and correct as of the Effective Date and all such representations and warranties shall survive the execution of this Agreement. The Company understands and acknowledges that Shareholder is entering into this Agreement in reliance upon this acknowledgment and representation, and agrees that such reliance is reasonable and appropriate.

8. ConditionsPrecedent. Notwithstanding anything herein to the contrary, the obligations of Shareholder shall not be binding on Shareholder until each of the following conditions precedent shall have been satisfied:

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(a) Shareholder shall have received an executed counterpart of this Agreement from the Company.

(b) Shareholder shall have received copies of fully executed lock-up agreements of like tenor (the “Other Lock-up Agreements”) with respect other shares of common stock of the Company.

9. Termination.

(a) In the event that a breach occurs under any of the Other Lock-up Agreements, this Agreement shall be terminated.

(b) In the event that the price of the common stock of the Company trades above $5.00 for ten consecutive trading days at any time after the expiration of the Lock-up Period, this Agreement shall be terminated.

10. Notices. All notices required to be given in connection with this Agreement shall be sent by e-mail at the following email address (or at such other e-mail address for a party as shall be specified by notice hereunder or notice may also be provided to their agents by email):

If to Shareholder:

If to the Company:

11. FederalSecurities Laws. Nothing contained in this Agreement shall be deemed to supersede or modify any applicable United States and state securities laws, rules and regulations.

12. Integration. This Agreement, (collectively, the “Integration Documents”) are intended by the Company and the Shareholder to be the final expression of their agreement and, therefore, incorporate all negotiations of them and constitute their entire agreement. The Company acknowledges that it is relying on no written or oral agreement, representation, warranty, or understanding of any kind made by the Shareholder or any employee or agent of the Shareholder except for the agreements by the Shareholder set forth herein or in any of the other Integration Documents. Except as expressly set forth herein or any of the other Integration Documents, the rights, duties, and obligations of the Company and the Shareholder remain unchanged and in full force and effect.

13. GoverningLaw. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada without regard to the principles of conflicts of law.

14. Consultationwith Counsel. Each Party represents that, before executing this Agreement, it had the opportunity to consult with competent legal counsel of its own choosing, carefully read each of this Agreement, and has been fully and fairly advised as to their respective terms.

15. Waiverof Drafting Interpretation. The Parties hereto agree that any rule of law or decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived.

16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed, collectively, one agreement. The Parties hereto, and their respective successors and assigns, are hereby authorized to rely upon the signature of each person on this Agreement, which are delivered by electronic signature or scanned electronic e-mail attachment, as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original ink signatures of each such person. Signatures of the Parties transmitted by scanned e-mail attachment shall be deemed to be their original signatures for all purposes. This Agreement shall become effective when executed and delivered by the Parties hereto.

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Lock-up and Leak-out Agreement as of the day and year first above written.

COMPANY:

MAG MAGNA CORP.

By: _______________________

Harpreet Sangha

Chairman of the Board

SHAREHOLDER:

__________________________

[ Name of Shareholder ]

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