On August 16, 2012, MagneGas Corporation, a Delaware Corporation (the "Company") and certain stockholders of the Company (the "Selling Stockholders") entered into an underwriting agreement (the "Underwriting Agreement") with Northland Securities, Inc. acting severally on behalf of itself and the underwriter named in Schedule III thereto (the "Underwriters"), pursuant to which the Company and the Selling Stockholders agreed to sell, and the Underwriters agreed to purchase for resale to the public (the "Offering"), subject to the terms and conditions expressed therein, an aggregate 2,850,000 shares of common stock, par value $0.001 per share (the "Shares"), at a price to the public of $3.00 per share, less underwriting discounts and commissions. In addition, the Company and Selling Stockholders granted the Underwriters a 45-day option to purchase up to an additional 427,500 Shares to cover over-allotments, if any.

The Company expects the Offering to close on or about August 21, 2012, subject to the satisfaction of customary closing conditions. The Underwriting Agreement provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to reimburse the Underwriters for payments that the Underwriters may be required to make because of such liabilities.

The Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333-181775), which was declared effective by the Securities and Exchange Commission on August 15, 2012, and a Registration Statement on Form S-1 (File No. 333-183337), which was effective upon filing with the Securities and Exchange Commission on August 16, 2012.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference hereto and was filed as Exhibit 1.1 to the Company's Amendment No. 4 to the Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on July 24, 2012.

Trading on NASDAQ

On August 15, 2012, the Company's common stock commenced trading on The NASDAQ Capital Market ("NASDAQ") under the symbol "MNGA". On August 15, 2012, the Company issued a press release announcing the listing on NASDAQ. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Press Release Announcing Pricing of Offering

On August 16, 2012, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit
Number    Description
1.1       Form of Underwriting Agreement (incorporated by reference to the
          Company's Amendment No. 4 to the Registration Statement on Form S-1,
          filed with the Securities and Exchange Commission on July 24, 2012).

99.1      Press Release Announcing Listing Shares on NASDAQ, dated August 15, 2012.


99.2      Press Release Announcing Pricing of Offering, dated August 16, 2012.