As
filed with the Securities and Exchange Commission on June 6, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TARONIS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
26-0250418
|
(State
or other jurisdiction of
incorporation or organization)
|
(I.R.S.
Employer
Identification Number)
|
300
W. Clarendon Ave., Suite 230
Phoenix,
Arizona 85013
(727)
934-3448
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Tyler
B. Wilson, Esq.
Executive
Vice President &
General
Counsel
300
W. Clarendon Ave., Suite 230
Phoenix,
Arizona 85013
(727)
934-3448
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Approximate
date of commencement of proposed sale to the public
: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
|
|
|
|
Non-accelerated
filer
|
[X]
|
Smaller
reporting company
|
[X]
|
|
|
|
|
|
|
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. [ ]
CALCULATION
OF REGISTRATION FEE
Title of each class of
securities to be registered
|
|
Amount to be
Registered (1)
|
|
|
Proposed
Maximum
Offering
Price
Per Share (2)
|
|
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.001 per share
|
|
|
2,746,660
|
|
|
$
|
0.43
|
|
|
$
|
1,181,063.80
|
|
|
$
|
143.14
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
1,181,063.80
|
|
|
$
|
143.14
|
|
(1)
|
Represents
shares offered by the selling stockholders originally issued by the Registrant in a private placement, in reliance on Section
4(a)(2) under the Securities Act of 1933, as amended, pursuant to a Limited Liability Company Unit Purchase and Sale Agreement
dated May 31, 2019.
|
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act, based on
the average of the high and low prices of the common stock of the registrant as reported on The NASDAQ Capital Market on June
5, 2019.
|
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and the selling stockholders named in this prospectus are not soliciting offers to buy
these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to completion, dated June 6, 2019
PRELIMINARY
PROSPECTUS
TARONIS
TECHNOLOGIES, INC.
2
,746,660
Shares of Common Stock
This
prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 2,746,660 shares of Common
Stock that were originally issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act
of 1933, as amended. The shares were issued to the selling stockholders as consideration for the purchase by the Company of fifty-one
percent (51%) of the issued and outstanding limited liability company ownership units of Water Pilot, LLC under the Limited Liability
Company Unit Purchase and Sale Agreement dated May 31, 2019.
We
are not selling any shares of common stock and will not receive any proceeds from the sale of the shares under this prospectus.
We
have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders
will pay or assume brokerage commissions and similar charges, if any, incurred for the sale of shares.
The
selling stockholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may
offer the shares from time to time through public or private transactions. The shares of common stock may be offered at prevailing
market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on
the methods of sale that may be used by the selling stockholders, see the section entitled “Plan of Distribution”
on page 16 of this prospectus. For a list of the selling stockholders, see the section entitled “Selling Stockholders”
on page 13 of this prospectus.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the
entire prospectus and any amendments or supplements carefully before you make your investment decision.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “TRNX.” On June 5, 2019, the last reported sale
price of our common stock on the NASDAQ Capital Market was $0.42 per share.
We
ceased to be an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, as of December
31, 2017.
Investing
in the securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus and in
the documents to be filed with the Securities and Exchange Commission that are incorporated by reference in this prospectus before
deciding to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 6, 2019.
TABLE
OF CONTENTS
You
should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. Neither we nor the selling stockholders will make an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of
the date on its cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed
since those dates. You should read this prospectus and the documents incorporated by reference in this prospectus, in their entirety
before making an investment decision. You should also read and consider the information in the documents to which we have referred
you in the sections of this prospectus supplement entitled “Information Incorporated by Reference” and “Where
You Can Find More Information.”
ABOUT
THIS PROSPECTUS
Unless
context requires otherwise, all references to the terms “we,” “us,” “our,” and the “company”
throughout this prospectus mean Taronis Technologies, Inc. and its subsidiaries.
All
references in this prospectus to our financial statements include, unless the context indicates otherwise, the related notes.
The
industry and market data and other statistical information contained in the documents we incorporate by reference are based on
management’s own estimates, independent publications, government publications, reports by market research firms or other
published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these
sources are reliable, we have not independently verified the information.
The
information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or of any sale of the securities. We further note that the representations, warranties and covenants made by
us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the
parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
PROSPECTUS
SUMMARY
The
following summary of our business highlights some of the information contained elsewhere in or incorporated by reference into
this prospectus. Because this is only a summary, however, it does not contain all of the information that may be important to
you. You should carefully read this prospectus, including the documents incorporated by reference, which are described under “Information
Incorporated by Reference” and “Where You Can Find More Information” in this prospectus. You should also carefully
consider the matters discussed in the section entitled “Risk Factors” in this prospectus and in other periodic reports
incorporated herein by reference.
Our
Company
Overview
We
are a technology-based company that is focused on addressing the global constraints on natural resources, including fuel and water.
Our two core technology applications – renewable fuel gasification and water decontamination/sterilization - are derived
from our patented and proprietary Plasma Arc Flow System. The Plasma Arc Flow System works by generating a combination of electric
current, heat, ultraviolet light and ozone, that affects the feedstock run through the system to create a chosen outcome, depending
on whether the system is in “gasification mode” or “sterilization mode”.
Gasification
Mode
When
the Plasma Arc Flow System is in “gasification mode” and the appropriate feedstock is passed through the system in
a closed loop with constant recirculation (to achieve the maximum possible gasification rates), it creates a renewable, hydrogen-based
synthetic fuel we call “MagneGas”. We sell MagneGas as a metal cutting fuel as an alternative product to acetylene,
which is the mostly commonly used metal fuel globally, but also happens to be a non-renewable fossil fuel-based metal cutting
fuel. Alternatively, MagneGas is a cleaner, renewable fuel alternative that creates a flame up to 85% hotter than acetylene and
cuts metal up to 38% faster than acetylene, while maintaining a comparable price.
Sterilization
Mode
When
the Plasma Arc Flow System is in “sterilization mode” the system may process any number of liquified waste streams.
In most cases we pass the selected waste stream through the system a limited number of times to achieve the maximum sterilization/decontamination
effect on the waste stream. Sterilization mode also produces modest amounts of gas as a byproduct. Our proprietary combination
of electric current, heat, ultraviolet light and ozone has shown an ability to eliminate up to 99.9% of EPA and USDA regulated
pathogens such as e-coli and fecal coliform. We also believe our technology also has the capability to eliminate cyanobacteria
commonly referred to as “blue-green algae” and are currently conducting tests to verify that capability.
During
2017, 2018 and continuing into 2019, as part of our retail growth strategy, we acquired a number of businesses with large customer
bases through which we now offer our proprietary MagneGas product in addition to other gases and welding supplies. The majority
of our retail locations are in Texas and California, which we believe are the two top markets for consumption of metal cutting
fuels and related supplies. We also have locations in Florida and Louisiana. We also market, for sale and licensure, our proprietary
plasma arc technology for gasification and the processing of liquid waste and have developed a global network of brokers to sell
the Plasma Arc Flow System.
Core
Technology
|
|
●
|
Our
patented system enables fluid to efficiently pass through a submerged plasma arc.
|
|
|
|
|
●
|
To
create synthetic fuel, the fluid must contain hydrogen and oxygen – carbon supply can be facilitated by the electrodes.
|
|
|
|
|
●
|
As
the fluid passes through the arc, hydrogen, carbon and oxygen molecules are liberated and gasified.
|
|
|
|
|
●
|
A
wide range of feedstocks can produce different gases, with differing flame and heating properties
|
|
|
|
|
●
|
Typically,
our fuels are 40-60% ionized hydrogen and 30-40% other synthetic hydrocarbon and carbon compounds.
|
|
|
|
|
●
|
To
decontaminate or sterilize waste streams, such as contaminated water or biomass waste, the “feed stock” must be
in liquid form.
|
Our
Products
We
have two proprietary products that we market and sell, which are derived from our core technology. The first is our clean, renewable
alternative cutting fuel called “MagneGas”, which is sold at our various locations to retail end users as an alternative
product to acetylene. The second is our Plasma Arc Flow System, which is marketed for sale and licensure to commercial operators
who desire to utilize our technology for gas production (under strict license) or water decontamination and sterilization.
MagneGas
Cutting Fuel
We
currently produce MagneGas, which is comprised primarily of hydrogen and created through a patented protected process. The fuel
can be used as an alternative to acetylene and other natural gas derived fuels for metal cutting and other commercial uses. After
production, the fuel is stored in hydrogen cylinders which are then sold to market on a rotating basis. Independent analyses performed
by the City College of New York and Edison Welding Institute have verified that MagneGas cuts metal at a significantly higher
temperature and faster than acetylene, which is the most commonly used fuel in metal cutting. The use of MagneGas is nearly identical
to acetylene (it merely requires a different welding tip and a regulator) making it easy for end-users to adopt our product with
limited training.
Over
the last several years we have acquired and maintain a retail distribution network, which allows us to sell and transport MagneGas
to customers in various metalworking industries. Since 2017, we have doubled the range we are able to distribute MagneGas and
are now able to more efficiently address markets within a 500-mile radius of our production hubs in Florida and Texas. Within
the next two years we plan to create two production hubs in California to serve the western United States. Finally, we have and
intend to continue to acquire complementary gas and welding supply distribution businesses in order to expand the distribution
and use of MagneGas, other industrial gases and related equipment. We have sold to over 30,000 customers in the public and private
sectors.
Plasma
Arc Flow System
We
use our Plasma Arc Flow System to make MagneGas, but it has the ability to gasify many forms of liquids and liquid waste such
as used vegetable, soybean or motor oils, certain types of liquified biomass, ethylene glycol and can be used to sterilize bio-contaminants
in waste and decontaminate water.
The
Plasma Arc Flow System forces a high-volume flow of liquid waste through a submerged plasma arc existing between carbon electrodes,
a process which sterilizes the bio-contaminants within the waste without requiring any chemical disinfecting agents. The Plasma
Arc Flow System also releases a clean burning fuel as a byproduct of the decontamination and sterilization process, which can
be used to offset some energy consumption. Because our Plasma Arc Flow Systems are available in various sizes from 50kW to 500kW,
they are applicable to a broad array of end-users, including: (i) large consumers of cutting fuels (construction companies, shipbuilders,
heavy industry) who desire a safer, renewable, and efficient alternative to acetylene, propane (ii) producers of contaminated
waste streams (commercial manufacturers, farming operations, chemical producers, etc.) who either desire to or are mandated by
law to treat agricultural, pharmaceutical, industrial or manufacturing waste streams prior to release into the ecosystem and (iii)
local, state or federal governments, desirous of decontaminating water sources or reclaiming waste water that is otherwise unusable.
Our
Strategy
We
strive to be a leading clean technology company. We seek to accomplish this goal through commercialization of our existing proprietary
products, and research and development to improve upon these products and discover new products or applications. To help commercialize
the use of MagneGas, over the last several years we have acquired a number of independent welding supply and gas distribution
businesses, which now offer MagneGas as an alternative to acetylene in 22 retail locations across the United States. We will continue
to evaluate potential strategic acquisition targets to enhance our organic based growth model. To further the commercialization
of our Plasma Arc Flow Systems for decontamination and sterilization, we have applied for and have been awarded two grants from
the United States Department of Agriculture and have successfully completed a number of pilot studies and plan to open a commercial
sterilization and decontamination facility in the United States within the next year.
Our
research and development activities are focused on:
|
●
|
the
potential ability to use the Plasma Arc Flow System for the processing of agricultural waste and for the elimination of cyanobacteria,
commonly referred to as “blue-green algae”;
|
|
|
|
|
●
|
proving
and scaling the utility our Plasma Arc Flow System on a large-scale industrial basis;
|
|
|
|
|
●
|
increased
system efficiency for higher fuel production.
|
Our
Distribution & Sales Network
We
distribute and sell our MagneGas fuel, other gases and welding supplies at our retail locations in Florida, Louisiana, Texas and
California and through a select network of independent welding supply distributors. We use our retail industrial gas and welding
supply subsidiaries as a platform to accelerate MagneGas fuel sales into regional markets. Our Plasma Arc Flow System is distributed
directly by the Company and marketed and/or sold via a network of international brokers.
Competitive
Business Conditions
The
competitive landscape in which our welding supply and gas distribution business operates is comprised of several major international
conglomerates, such as Airgas, Linde, Air Products and Praxair and a number of smaller independent distributors which compete
for market share in certain geographical areas. We believe that the superior qualities of MagneGas are a market differentiator,
which allow us to compete with both large conglomerates and smaller distributors.
The
competitive landscape in which the Plasma Arc Flow System may be utilized for wastewater decontamination and sterilization is
relatively undeveloped and we are not aware of any direct competitors at this time.
Name
Changes
On
September 25, 2018, the Company changed its name from “MagneGas Corporation” to “MagneGas Applied Technology
Solutions, Inc.”. Thereafter, on January 31, 2019, the Company changed its name from “MagneGas Applied Technology
Solutions, Inc.” to “Taronis Technologies, Inc.”. The name change was done as part of the Company’s corporate
rebranding strategy.
Reverse
Split
On
January 30, 2019, the Company effected a 20 for 1 reverse split of its issued and outstanding common stock (the “Reverse
Split”).
Acquisition
of Controlling Interest in Water Pilot, LLC
On
May 31, 2019, 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.
Additionally,
the issuance of the Stock Consideration was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended.
Additionally,
in connection with Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder. Pursuant to the terms of the Agreement, the Company agreed that, on or prior to the
10th calendar day following the closing date, prepare and file with the U.S. Securities & Exchange Commission (“SEC”)
a Registration Statement on Form S-3 covering the resale of the shares comprising the Stock Consideration.
Corporate
Information
Taronis
Technologies, Inc. was organized under the laws of the State of Delaware on December 9, 2005. Our principal office is located
at 300 W. Clarendon Avenue, Ste. 230, Phoenix, Arizona 85013 and our telephone number is (727) 934-3448.
We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other items with the Securities
and Exchange Commission, or the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website
at http://www.sec.gov. The information on our website is not incorporated by reference into this prospectus and should not be
considered to be part of this prospectus.
The
Offering
Securities
offered by the selling stockholders
|
|
2,746,660
shares of common stock
|
|
|
|
Common
stock outstanding
|
|
30,427,367
shares
|
|
|
|
Use
of proceeds
|
|
We
will not receive any proceeds from the sale of shares in this offering.
|
|
|
|
Risk
Factors
|
|
You
should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before
deciding to invest in shares of our common stock.
|
|
|
|
NASDAQ
Capital Market symbol
|
|
“TRNX.”
|
The
number of shares of our common stock outstanding is based on 30,427,367 shares of our common stock outstanding as of June 5, 2019
and excludes the following (in each case, as of June 5, 2019):
|
●
|
11,553
shares issuable upon the exercise of options;
|
|
|
|
|
●
|
9,722
shares of Common Stock that are issuable upon the exercise of common stock warrants issued in a private placement in June
2017 (the “June 2017 Private Placement”);
|
|
|
|
|
●
|
1,389
shares of Common Stock that are issuable upon the exercise of placement agent warrants issued in the June 2017 Private Placement;
|
|
|
|
|
●
|
1,235,417
shares of common stock that are issuable upon the exercise of common stock warrants granted in an August 2018 Financing;
|
|
|
|
|
●
|
1,090,000
shares of common stock that are issuable upon the exercise of common stock warrants granted in the October 2018 Registered
Direct Offering and Private Placement;
|
|
|
|
|
●
|
1,550,000
shares of common stock that are issuable upon the exercise of common stock warrants granted in the January 2019 Registered
Direct Offering and Private Placement; and
|
|
|
|
|
●
|
8,100,000
shares of common stock that are issuable upon the exercise of common stock warrants granted in a February 2019 Confidentially
Marketed Public Offering.
|
Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options and warrants.
RISK
FACTORS
An
investment in our securities involves a high degree of risk
.
You should carefully consider and evaluate all of the information
included and incorporated by reference in this prospectus, as well as the other risk factors incorporated herein by reference
from “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018, and as further
updated by our subsequent Exchange Act filings we file with the SEC after the filing of the registration statement of which this
prospectus is a part and that are, in each case, incorporated by reference herein. Any of these risks could materially and adversely
affect our business, results of operations and financial condition, which in turn could materially and adversely affect the price
of our common stock and the value of your investment in our securities.
Risks
Relating to this Offering
We
are currently not in compliance with Nasdaq listing requirements. If we do not regain compliance and continue to meet Nasdaq listing
requirements, our Common Stock may be delisted from Nasdaq, which could affect the market price and liquidity of our common stock
and reduce our ability to raise additional capital.
On
May 7, 2018, we received a notice from Nasdaq indicating that the Common Stock was subject to potential delisting from Nasdaq
because for a period of 30 consecutive business days, the bid price of the Common Stock had closed below the minimum $1.00 per
share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price Rule”). The notification
had no immediate effect on the listing or trading of the Common Stock on Nasdaq. Nasdaq stated in its letter that in accordance
with the Nasdaq listing requirements, the Company has been provided an initial period of 180 calendar days, or until November
5, 2018, to regain compliance. The letter states that the Nasdaq Staff will provide written notification that the Company has
achieved compliance with the minimum bid price listing requirement if at any time before November 5, 2018, the bid price of the
Common Stock closes at $1.00 per share or more for a minimum of ten consecutive business days. On November 6, 2018, the Company
was informed by NASDAQ Listing Qualifications Staff that the Company’s request for an additional 180-day period, or until
May 6, 2019, was granted. On May 7, 2019, the Company received notice that it failed to regain compliance with the Bid Price Rule
and that its Common Stock will be delisted, unless it is successful in appealing Nasdaq’s determination.
The
Company has appealed the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures
set forth in the Nasdaq Listing Rule 5800 Series. The hearing request stays the suspension of the Company’s securities and
the filing of the Form 25-NSE pending the Panel’s decision for an indeterminable amount of time. The hearing is scheduled
for June 27, 2019 in Washington, D.C.
If
we are unable to meet these requirements and are not successful in our appeal, our Common Stock will be delisted from Nasdaq.
If our Common Stock is delisted from Nasdaq, our Common Stock could continue to trade on the OTCQB or similar marketplace following
any delisting from Nasdaq. Any such delisting of our Common Stock could have an adverse effect on the market price of, and the
efficiency of the trading market for, our Common Stock, not only in terms of the number of shares that can be bought and sold
at a given price, but also through delays in the timing of transactions and less coverage of us by securities analysts, if any.
Also, if in the future we were to determine that we need to seek additional equity capital, it could have an adverse effect on
our ability to raise capital in the public or private equity markets. Any of these changes could cause the value of our shareholders’
investments to decline.
In
addition, on December 13, 2018, the Company convened and thereafter adjourned its annual meeting of stockholders due to an inability
to achieve a quorum as specified in the Company’s bylaws. While we have not received a notice from Nasdaq, it is likely
that our inability to achieve a quorum would be seen as a failure to hold an annual meeting within 12 months of the end of our
last fiscal year (the “Annual Meeting Requirement”). In order to maintain our Nasdaq listing, we may need to create
a plan of compliance to submit to Nasdaq for review and hold another annual meeting. However, there can be no assurance that Nasdaq
will accept our plan or that we will be able to regain compliance with the Annual Meeting Requirement or maintain compliance with
any other Nasdaq requirement in the future.
If
we are unable to meet these requirements, our Common Stock could be delisted from Nasdaq. If our Common Stock were to be delisted
from Nasdaq, our Common Stock could continue to trade on the OTCQB or similar marketplace. Any such delisting of our Common Stock
could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock, not only
in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions
and less coverage of us by securities analysts, if any. Also, if in the future we were to determine that we need to seek additional
equity capital, it could have an adverse effect on our ability to raise capital in the public or private equity markets. Any of
these changes could cause the value of your investment to decline.
Risks
Relating to Our Business
Our
business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail
to grow or fail to manage our growth effectively.
Over
the course of our business development as an alternative energy company, we have established a retail and wholesale platform and
network of brokers to sell our synthetic gas, MagneGas®, for use in the metalworking and manufacturing industries. Our business
strategy includes continued expansion of this network by way of acquisitions and organic growth. Recently, to further our strategy,
we made changes to our executive management team, including a new chief executive officer and chief financial officer. Our ability
to successfully grow will depend on a variety of factors, including the ability of these executive officers to execute our business
strategy.
Growth
opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively,
our financial condition and operating results could be negatively affected. Furthermore, there are considerable costs involved
in acquiring companies and expanding retail capacity, and generally a period of time is required to generate the necessary revenues
to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion
can be expected to negatively impact our earnings until certain economies of scale are reached.
Pending
and future litigation and government investigations may have a material adverse impact on our financial condition and results
of operations.
From
time to time, we have been subject to litigation. It is possible that we may be subject to litigation or claims for indemnification
in connection with the sale of our Common Stock in inadvertent unregistered transactions that occurred in 2018. The SEC may determine
to investigate the unregistered transactions in our Common Stock, which could subject us to potential enforcement actions by the
SEC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and may result in injunctive
relief or the imposition of fines. In addition, it is possible that we had other unregistered offers or sales of our Common Stock,
other than the aforementioned inadvertent unregistered transactions that occurred in 2018, and we may be subject to litigation
or claims for indemnification in connection with any such offers or sales. If any such claims were to succeed, we might not have
sufficient funds to pay the resulting damages. There can be no assurance that the insurance coverage we maintain would cover any
such expenses or be sufficient to cover any claims against us. In addition to the monetary value of any claim, any litigation,
regulatory action or governmental proceeding to which we are a party could adversely affect us by harming our reputation, diverting
the time and attention of management, and causing the Company to incur significant litigation expenses, which would all materially
and adversely affect our business.
In
addition, we may be a party to litigation matters involving our business, which operates within a highly regulated industry. On
September 4, 2018, we received notice that a law firm representing the estate of an individual who sustained life-ending injuries
while working for an end user of our products had made a claim to our insurance carrier. The matter is under investigation by
the U.S. Department of Transportation and the Occupational Health and Safety Administration. The Company is still investigating
the cause of the accident and there have been no conclusive findings as of this time. It is unknown whether the final cause of
the accident will be determined and whether those findings will negatively impact Company operations or sales. The Company continues
to be fully operational and transparent with all regulatory agencies.
In
addition, on April 15, 2019, we received notice that a class action lawsuit was filed on behalf of our shareholders who purchased
shares of the Company, f/k/a MagneGas Applied Technology Solutions, Inc. from January 28, 2019 through February 12, 2019, inclusive.
The lawsuit seeks to recover damages for the Company’s investors under the federal securities laws. The litigation is in
the early stages and it is unknown whether it will have a financial impact on the Company.
For
more information regarding pending litigation or potential legal proceedings, please see the Sections captioned “
Item
3. Legal Proceedings
” contained in our Annual Report on Form 10-K for the year ended December 31, 2018, “
Item
1. Legal Proceedings
” contained in our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission
subsequent to the Form 10-K, and our Current Report on Form 8-K filed with the SEC on December 13, 2018.
Our
technology is unproven on a large-scale industrial basis and could fail to perform in an industrial production environment.
Our
proprietary Plasma Arc Flow System, which generates hydrogen based synthetic gases through the gasification of various types of
liquid feedstocks, has never been utilized on a large-scale industrial basis. All of the tests that we have conducted to date
with respect to our technology have been performed on limited quantities of liquid waste, and we cannot assure you that the same
or similar results could be obtained in further tests or on a large-scale industrial basis. We are continuing to develop this
technology with the goal of replicating these results in additional tests and on an industrial basis. We cannot predict all of
the difficulties that may arise when the technology is utilized on a large-scale industrial basis. In addition, our technology
has never operated at a volume level required to be profitable. As our product is an alternative to acetylene, the unstable price
of acetylene will impact our ability to become profitable and to sell cost competitive fuel. It is possible that the technology
may require further research, development, design and testing prior to implementation of a larger-scale commercial application.
Accordingly, we cannot assure you that this technology will perform successfully on a large-scale commercial basis, that it will
be profitable to us or that it will be cost competitive in the market.
Risks
Related to Our Intellectual Property
Several
patents in our patent portfolio have imperfect chains of title, which could result in ownership challenges by third parties. The
cost to defend against such ownership challenges or the loss of such patents could have a material adverse effect on our business,
operation or financial results.
Our
patents,
U.S. Patent No’s. 6,183,604
,
6,663,752
, and
6,673,322
, have defects in their original patent
assignments. We have filed several
nunc pro tunc
assignments to correct the assignment defects for each of these patents
(the “Corrective Assignments”). The Corrective Assignments are intended to correct the defects in earlier defective
patent assignments such that each patent is valid and enforceable by us. The Corrective Assignments do not replace the assignments
previously recorded at the U.S. Patent and Trademark Office. Instead, the Corrective Assignments are intended to repair the defects
in the prior patent assignments. Notwithstanding the recordation of the Corrective Assignments, the ownership of each patent may
be subject to ownership challenges and the costs to defend against such ownership challenges or the loss of such patents could
have a material adverse effect on our business, operations or financial results.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus (including any documents incorporated by reference herein) contains statements with respect to us which constitute
‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the ‘‘safe harbor’’
created by those sections. Forward-looking statements, which are based on certain assumptions and reflect our plans, estimates
and beliefs, can generally be identified by the use of forward-looking terms such as “believes,” “expects,”
“may,” “will,” “should,” “could,” “seek,” “intends,” “plans,”
“estimates,” “anticipates” or other comparable terms. These forward-looking statements include, but are
not limited to, statements concerning future events, our future financial performance, business strategy and plans and objectives
of management for future operations. Our actual results could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to these differences include those discussed in “Risk Factors” in the documents
incorporated by reference herein.
We
caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are
made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission,
to publicly update or revise any such statements to reflect any change in company expectations or in events, conditions or circumstances
on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth
in the forward-looking statements.
You
should read this prospectus and the documents that we incorporate by reference herein and have filed as exhibits to the registration
statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially
different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date
on the cover of this prospectus only. Our business, financial condition, results of operations and prospects may change. We may
not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under
the federal securities laws to update and disclose material developments related to previously disclosed information. We qualify
all of the information presented in this prospectus, and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
We
are filing the registration statement of which this prospectus is a part to permit holders of the common stock, described in the
section entitled “Selling Stockholders” to resell such shares of our common stock. We will not receive any proceeds
from the resale of any shares of common stock offered by this prospectus by the selling stockholders.
The
selling stockholders will pay any underwriting discounts and commissions and expenses incurred by such selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by such selling stockholders in disposing of the shares.
We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus,
including, without limitation, all registration and filing fees, NASDAQ Capital Market listing fees and fees and expenses of our
counsel and our auditors.
SELLING
STOCKHOLDERS
The
shares of common stock being offered by the selling stockholders are those previously issued to the selling stockholders as consideration
under a purchase and sale agreement. We are registering the shares of common stock in order to permit the selling stockholders
to offer the shares for resale from time to time. The selling stockholders have not had any material relationship with us within
the past three years. To our knowledge, none of the selling stockholders listed below are broker-dealers or affiliates of broker-dealers.
The
table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock
held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the
selling stockholders, based on their respective ownership of shares as of June 6, 2019. The third column lists the shares
of common stock being offered by this prospectus by the selling stockholders. The fourth column assumes the sale of all of the
shares offered by the selling stockholders pursuant to this prospectus.
Name
of Selling Stockholder
|
|
Number
of Shares of
Common Stock
Beneficially Owned
Prior to Offering
|
|
|
Maximum
Number of
Shares of Common Stock
to be Sold
Pursuant to this Prospectus
|
|
|
Number
of Shares of
Common Stock
Beneficially
Owned After Offering
|
|
|
|
|
|
|
|
|
|
|
|
World Wide Water Savings,
Inc.
|
|
|
623,788
|
|
|
|
623,788
|
|
|
|
0
|
|
David R. Steinhurst
|
|
|
904,630
|
|
|
|
904,630
|
|
|
|
0
|
|
Irbis International, LLC
|
|
|
1,218,242
|
|
|
|
1,218,242
|
|
|
|
0
|
|
DESCRIPTION
OF COMMON STOCK
General
Holders
of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Our Common Stock does
not have cumulative voting rights. Holders of our Common Stock representing a majority of the voting power of our capital stock
issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting
of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. Although there are no provisions
in our certificate of incorporation or by-laws that may delay, defer or prevent a change in control, our board of directors (the
“Board”) is authorized, without stockholder approval, to issue shares of Preferred Stock that may contain rights or
restrictions that could have this effect. Holders of Common Stock are entitled to share in all dividends that the Board, in its
discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each
class of stock, if any, having preference over the Common Stock. Holders of our Common Stock have no pre-emptive rights and no
conversion rights, and there are no redemption provisions applicable to our Common Stock.
All
of our outstanding shares of Common Stock are, and the shares of Common Stock to be issued in this offering will be, fully paid
and nonassessable.
Effective
as of January 30, 2019 at 5 p.m. Eastern Time, the Company effected the Reverse Split at an exchange ratio of one-for-20. The
Reverse Split did not modify the rights or preferences of our Common Stock. The Reverse Split is intended to increase the price
of our Common Stock and bring the Company into compliance with Nasdaq listing standards so that its shares of Common Stock may
continue to be traded on the Nasdaq.
Election
of Directors
The
holders of shares of common stock shall appoint the members of our board of directors. Each share of common stock is entitled
to one vote.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the
foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth
of our business, our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends
in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.
Anti-Takeover
Effects of Provisions of the Delaware General Corporation Law and our Certificate of Incorporation and Bylaws
Provisions
of the Delaware General Corporation Law, or the DGCL, and our amended and restated certificate of incorporation and bylaws could
make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers
and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and
takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to
first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for
our stockholders.
Delaware
Anti-Takeover Statute
. We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prohibits a publicly
held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for
three years following the date the person became an interested stockholder, unless the interested stockholder attained such status
with the approval of our board of directors or unless the business combination is approved in a prescribed manner.
Section
203 of the DGCL generally defines a “business combination” to include, among other things, any merger or consolidation
involving us and the interested stockholder and the sale of more than 10% of our assets.
In
general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our voting stock or
any entity or person associated or affiliated with or controlling or controlled by such entity or person.
Amendments
to Our Certificate of Incorporation
. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled
to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s
certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled
to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if
the amendment would:
|
-
|
increase
or decrease the aggregate number of authorized shares of such class;
|
|
|
|
|
-
|
increase
or decrease the par value of the shares of such class; or
|
|
|
|
|
-
|
alter
or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.
|
If
any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our
capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so
affected by the amendment shall be considered a separate class for the purposes of this provision.
Vacancies
in the board of directors
. Our bylaws provide that, subject to limitations, any vacancy occurring in our board of directors
for any reason may be filled by a majority of the remaining members of our board of directors then in office, even if such majority
is less than a quorum. Each director so elected shall hold office until the expiration of the term of the other directors. Each
such directors shall hold office until his or her successor is elected and qualified, or until the earlier of his or her death,
resignation or removal.
Special
Meetings of Stockholders
. Under our bylaws, special meetings of stockholders may be called at any time by our President whenever
so directed in writing by a majority of the entire board of directors. Special meetings can also be called whenever one-third
of the number of shares of our capital stock entitled to vote at such meeting shall, in writing, request one. Under the DGCL,
written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting
to each stockholder entitled to vote at such meeting.
No
Cumulative Voting
. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors
unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide
for cumulative voting.
The
NASDAQ Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “TRNX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc. The transfer agent’s address is 3200
Cherry Creek South Drive, Suite 430, Denver, CO 80209, and its telephone number is (303) 282-4800.
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock to permit the resale of these shares of common stock by the holders thereof from time
to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of
the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
The
selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of
the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions, pursuant to one or more of the following methods:
|
●
|
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
|
|
|
|
●
|
in
the over-the-counter market;
|
|
|
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
●
|
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales made after the date the Registration Statement is declared effective by the SEC;
|
|
|
|
|
●
|
broker-dealers
may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock
by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares
of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock, as applicable,
covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.
The
selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or
other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common
stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares
of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of and common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.
The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the
selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability
of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to
the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of
any person or entity to engage in market-making activities with respect to the shares of common stock.
We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions, if any.
We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance
with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by
the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.
LEGAL
MATTERS
Certain
legal matters with respect to the securities will be passed upon for us by Tyler B. Wilson, Esq., our General Counsel.
EXPERTS
The
consolidated financial statements incorporated in this Prospectus by reference from Taronis Technologies, Inc.’s Annual
Report on Form 10-K have been audited by Marcum LLP, an independent registered public accounting firm, as stated in
their report, which contains an explanatory paragraph relating to our ability to continue as a going concern, which is incorporated
herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC under the Securities Act of 1933,
as amended, and does not contain all the information set forth in the registration statement. Whenever a reference is made in
this prospectus supplement to any of our contracts, agreements or other documents, the reference may not be complete, and you
should refer to the exhibits that are a part of the registration statement of which this prospectus supplement is a part, or the
exhibits to the reports or other documents incorporated by reference in this prospectus supplement for a copy of such contract,
agreement or other document.
Because
we are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, we file annual,
quarterly and special reports, and other information with the SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at http://www.sec.gov.
The
website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website and
in the SEC’s website is not incorporated by reference into this prospectus supplement and should not be considered to be
part of this prospectus supplement.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to those documents. Any statement contained in a document incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus. Any information that we file with the SEC after the date of the initial registration statement of which
this prospectus forms a part and prior to effectiveness of the registration statement will automatically update and supersede
the information contained in this prospectus. This prospectus incorporates by reference our documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities are sold:
|
●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 12, 2019.
|
|
|
|
|
●
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 20, 2019.
|
|
|
|
|
●
|
Our
Current Reports on Form 8-K and Form 8-K/A, filed with the SEC on January 11, 2019 (two on this date), January 15, 2019, January
18, 2019, January 24, 2019, January 28, 2019, January 31, 2019, February 4, 2019, February 5, 2019, February 7, 2019, February
8, 2019, February 12, 2019, February 13, 2019, February 19, 2019 (two on this date), February 28, 2019, March 8, 2019, May
3, 2019, and May 13, 2019 and June 3, 2019.
|
Notwithstanding
the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed
in accordance with SEC rules.
You
may request a free copy of the above-mentioned filings or any subsequent filings we incorporate by reference to this prospectus
by writing or telephoning us at the following address: Taronis Technologies, Inc., 300 W. Clarendon Avenue, Suite 230, Phoenix,
Arizona 85013, (727) 934-3448.
PART
II— INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the fees and expenses payable by the Company in connection with the sale of the securities being registered
hereby. All amounts shown are estimates except the SEC registration fee. All of these fees and expenses will be borne by the Company.
Securities
and Exchange Commission Registration Fee
|
|
$
|
143.14
|
|
Accounting
Fees and Expenses
|
|
|
-
|
|
Legal
Fees and Expenses
|
|
|
-
|
|
Miscellaneous
Expenses
|
|
|
-
|
|
Total
|
|
$
|
143.14
|
|
Item
15. Indemnification of Directors and Officers.
The
Delaware General Corporation Law and our certificate of incorporation and by-laws provide for indemnification of our directors
and officers for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of
the registrant and, with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful.
Our
certificate of incorporation provides that no director shall be personally liable to us or to our stockholders for monetary damages
for breach of fiduciary duty as a director, except that the limitation shall not eliminate or limit liability to the extent that
the elimination or limitation of such liability is not permitted by the Delaware General Corporation Law as the same exists or
may hereafter be amended.
Our
by-laws further provide for the indemnification of our directors and officers to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, including circumstances in which indemnification is otherwise discretionary. A principal
effect of these provisions is to limit or eliminate the potential liability of our directors for monetary damages arising from
breaches of their duty of care, subject to certain exceptions. These provisions may also shield directors from liability under
federal and state securities laws.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in
a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising
out of claims based on acts or omissions in their capacities as directors or officers.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits.
The
exhibits to the registration statement for this offering are listed in the Exhibit Index attached hereto and incorporated by reference
herein.
(b)
Financial Statement Schedules.
No
financial statement schedules have been submitted because they are not required or are not applicable or because the information
required is included in the consolidated financial statements or the notes thereto.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by section 10(a)(3) of the Securities Act;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
each prospectus filed pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on June 6, 2019.
|
TARONIS
TECHNOLOGIES, INC.
|
|
|
|
|
By:
|
/s/
Scott Mahoney
|
|
|
Scott
Mahoney
|
|
|
Chief
Executive Officer
(Principal
Executive Officer)
|
We,
the undersigned officers and directors of Taronis Technologies, Inc., hereby constitute and appoint Scott Mahoney, as our true
and lawful attorney-in-fact and agent, with full power of substitution and re-substitution in each of them for him and in his
name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement (and any other registration statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
SCOTT MAHONEY
|
|
Chief
Executive Officer and Director
|
|
June
6, 2019
|
Scott
Mahoney
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
TIMOTHY HAUCK
|
|
Chief
Financial Officer
|
|
June
6, 2019
|
Timothy
Hauck
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Robert
Dingess
|
|
Director
|
|
June
6, 2019
|
|
|
|
|
|
*
|
|
|
|
|
Kevin
Pollack
|
|
Director
|
|
June
6, 2019
|
|
|
|
|
|
*
|
|
|
|
|
William
Staunton
|
|
Director
|
|
June
6, 2019
|
|
|
|
|
|
*
|
|
|
|
|
Ermanno
Santilli
|
|
Director
|
|
June
6, 2019
|
*
By:
|
/s/
SCOTT MAHONEY
|
|
|
Scott
Mahoney
|
|
|
Attorney-in-fact
|
|
EXHIBIT
INDEX
Taronis Technologies (NASDAQ:TRNX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Taronis Technologies (NASDAQ:TRNX)
Historical Stock Chart
From Sep 2023 to Sep 2024