Current Report Filing (8-k)
March 30 2020 - 6:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 30, 2020
TARONIS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-35586
|
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26-0250418
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employee
Identification
No.)
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300
W. Clarendon Avenue, Suite 230
Phoenix,
AZ 85013
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (866-370-3835)
Not
applicable
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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TRNX
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The
Nasdaq Stock Market, LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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
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Entry
into a Material Definitive Agreement.
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Securities
Settlement Agreement
On March 27, 2020, Taronis Technologies, Inc. (the “Company”)
entered into a Securities Settlement Agreement (“SSA”) with First Choice International Company, Inc. (“First
Choice”). Under the terms of the SSA, the Company will issue First Choice $1,440,027.78 of shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) at market price (the “Offering”).
The Company will not directly receive any cash proceeds from the Offering, but outstanding indebtedness of $1,440,027.78 owed to
First Choice will be satisfied in full. The SSA contains customary representations, warranties and agreements by us.
The issuance of the Common Stock at market price is being made pursuant
to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the “SEC”) on or about
March 30, 2020, and accompanying base prospectus relating to the Company’s shelf registration statement on Form S-3 (File
No. 333-230854), which was declared effective by the SEC on April 24, 2019.
The
above description of the SSA does not purport to be complete and is qualified in its entirety by the full text of the form of
SSA, which is incorporated herein and attached hereto as Exhibit 10.1.
A
copy of the opinion of our Legal Counsel relating to the legality of the issuance and sale of the Common Stock in the Offering
is attached as Exhibit 5.1 hereto.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
Date:
March 30, 2020
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TARONIS
TECHNOLOGIES, INC.
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/s/
Scott Mahoney
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By:
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Scott
Mahoney
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Its:
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Chief
Executive Officer
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