Current Report Filing (8-k)
April 17 2020 - 2:13PM
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): April 17, 2020
TARONIS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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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)
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(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 Entry into a Material Definitive Agreement.
Exchange
Agreement
On April 17, 2020, Taronis Technologies, Inc.
(the “Company”) entered into an Exchange Agreement (“Exchange Agreement”) with two accredited investors
(“Holders”). The Company previously issued to the Holders an aggregate of 1,425,000 shares of common stock
for services rendered (“Common Stock”), pursuant to an exemption from the registration requirements of Section 5 of
the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof. Under the terms
of the Exchange Agreement the Holders have agreed to convey, transfer and assign the Common Stock back to the Company in exchange
for 1,425,000 Prefunded Warrants (“Prefunded Warrants”) in reliance on the exemption from issuance provided by Section
3(a)(9) of the Securities Act. The Exchange Agreement contains additional terms typical of exchange agreements.
The
above description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the Form of Exchange
Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
Prefunded
Warrant
In
conjunction with the Exchange Agreement, the Company issued to the Holders Prefunded Warrants to purchase up to an aggregate of
1,425,000 shares of our common stock, par value $0.001 per share (“Prefunded Warrant”), that may be issued to the
Holders upon the exercise of the Prefunded Warrants, which Prefunded Warrants, having an aggregate prefunded value of $648,725
(prefunded value of $0.46 per warrant). The Prefunded Warrant was issued to the Holder in an exchange under Section 3(a)(9) of
the Securities Act, for 1,425,000 shares of Common Stock, having an aggregate value of $648,725 ($0.46 per share), originally
issued to Holders for services rendered pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities
Act. The Prefunded Warrant contains additional terms typical of prefunded warrants.
We
will receive an aggregate of $14,250 in proceeds from the exercise of the Prefunded Warrants for cash. The exercise price of each
Prefunded Warrant will equal $0.01 per share.
The
above description of the Prefunded Warrant does not purport to be complete and is qualified in its entirety by the Form of Prefunded
Warrant, which is incorporated herein and attached hereto as Exhibit 10.2.
Item
9.01 Financial Statements and Exhibits.
(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:
April 17, 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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