Current Report Filing (8-k)
June 03 2019 - 4:06PM
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):
May 31, 2019
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:
(727) 934-3448
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 Capital 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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On
May 31, 2019, Taronis Technologies, Inc. (the “Company”) entered a Limited Liability Company Unit Purchase and Sale
Agreement (“Agreement”) with the sellers listed on the signature page thereto (the “Sellers”) and Water
Pilot, LLC, a Florida limited liability company, for the purchase of fifty-one percent (51%) ownership in Water Pilot, LLC. The
purchase price for the ownership interest or “Units” was $1,275,000 payable in shares of the Company’s restricted
common stock (“Stock Consideration”). The Stock Consideration was priced based on the five (5) day Volume Weighted
Average Price of the Company’s common stock immediately preceding the closing date of the Agreement. At closing, the Company
was named the Manager of Water Pilot, LLC and took control the business. The Agreement also includes terms and conditions which
are standard in similarly situated purchase agreements. The transaction closed on May 31, 2019.
The
above description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such Agreement,
which is incorporated herein and attached hereto as Exhibit 10.1.
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:
June 3, 2019
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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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