Current Report Filing (8-k)

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): July 16, 2019

TARONIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35586

26-0250418

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employee

Identification No.)

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):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TRNX		The Nasdaq Stock Market, LLC

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 8.01 Other Events.

On July 16, 2019, Taronis Technologies, Inc. (“Company”) entered into a Distribution and License Agreement (“License Agreement”) with its wholly owned subsidiary, Taronis Fuels, Inc. (“Taronis Fuels”). Under the terms of the License Agreement, the Company granted Taronis Fuels exclusive worldwide manufacturing and distribution rights to its proprietary metal cutting fuel “MagneGas” as well as any other gases created using the equipment and methods claimed by the Company’s patents. The License Agreement also grants Taronis Fuels certain other rights related to the Company’s trademarks, patents and other intellectual property, including the ability to commercially manufacture and sell the Company’s Venturi® Gasification Systems for the creation of gases. Taronis Fuels will pay to the Company, on a monthly basis, a seven percent (7%) royalty on any net cash proceeds received by Taronis Fuels in relation to the use of any intellectual property comprising the license. The License Agreement does not convey use of the Company’s intellectual property portfolio for any use related to the Company’s water sterilization/decontamination technology applications.

The above description of the License Agreement does not purport to be complete and is qualified in its entirety by the full text of such License Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Distribution and License Agreement

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: July 17, 2019