Current Report Filing (8-k)
02 April 2020 - 12:31AM
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 1, 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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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
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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 March 31, 2020, Taronis Technologies, Inc.
(the “Company”) entered into an Exchange Agreement (“Exchange Agreement”) with an accredited investor (“Holder”).
The Company previously issued to the Holder a total of 5,808,627 shares of common stock for the cancellation of indebtedness (“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 Holder has
agreed to convey, transfer and assign the Common Stock back to the Company in exchange for 5,808,627 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 Holder a Prefunded Warrant to purchase up to 5,808,627 shares of our common stock, par value $0.001 per
share (“Prefunded Warrant”), that may be issued to the Holder upon the exercise of the Prefunded Warrants, which Prefunded
Warrants, having an aggregate prefunded value of $1,370,550 (prefunded value of $0.236 per warrant). The Prefunded Warrant was
issued to the Holder in an exchange under Section 3(a)(9) of the Securities Act, for 5,808,627 shares of Common Stock, having an
aggregate value of $1,370,500 ($0.236 per share), originally issued to Holder for the cancellation of indebtedness 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 $58,086.27
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 1, 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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