Current Report Filing (8-k)
August 21 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):
August 14, 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 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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
August 15, 2019, Taronis Technologies, Inc. (“Company”) assigned the employment agreements of certain of its executive
level employees to Taronis Fuels, Inc. in preparation for the Company’s spin-off of Taronis Fuels, Inc. The assignment of
the employment agreements resulted in the voluntary termination of employment of Clinton Rafe Dean as the Chief Operating Officer,
Richard Conz as the Executive Vice President of Engineering and Technology Development, and Jack Armstrong as the Executive Vice
President of Business Development. Mr. Dean, Mr. Conz and Mr. Armstrong are now employed by Taronis Fuels, Inc. in roles substantially
similar to those terminated by virtue of the assignments.
On
August 14, 2019, the Company entered into a new employment agreement with Scott Mahoney, by virtue of his existing employment
agreement having been assigned to Taronis Fuels, Inc. Mr. Mahoney’s new employment agreement was put into place simultaneously
with the assignment of his employment agreement to Taronis Fuels, Inc. and therefore has remained and will continue to serve as
the Company’s Chief Executive Officer and President. Under the terms of Mr. Mahoney’s new employment agreement, he
will receive base pay of $125,000 per year, paid in the form of the Company’s restricted common stock. Mr. Mahoney will
be entitled to receive bonus compensation and adjustments to his compensation, subject to the review and approval of the Compensation
Committee of the Board of Directors. Mr. Mahoney has a target bonus of 100% of his annual base salary for the current fiscal year.
Mr. Mahoney will be eligible to participate in the Company’s benefits as may be offered from time to time to other similarly
situated employees.
On
August 14, 2019, the Company entered into a new employment agreement with Timothy Hauck, by virtue of his existing employment
agreement having been assigned to Taronis Fuels, Inc. Mr. Hauck’s new employment agreement was put into place simultaneously
with the assignment of his employment agreement to Taronis Fuels, Inc. and therefore has remained and will continue to serve as
the Company’s interim Chief Financial Officer and Treasurer. Under the terms of Mr. Hauck’s employment agreement,
he will receive compensation of $50,000 per year, paid in equal monthly installments, subject to applicable tax withholding. Mr.
Hauck will be eligible to participate in the Company’s benefits as may be offered from time to time to other similarly situated
employees.
On
August 14, 2019, the Company entered into a new employment agreement with Tyler B. Wilson, Esq., by virtue of his existing employment
agreement having been assigned to Taronis Fuels, Inc. Mr. Wilson’s new employment agreement was put into place simultaneously
with the assignment of his employment agreement to Taronis Fuels, Inc. and therefore has remained and will continue to serve as
the Company’s Executive Vice President, Secretary and General Counsel. Under the terms of Mr. Wilson’s employment
agreement, he will receive compensation of $75,000 per year, paid in the form of the Company’s restricted common stock.
Mr. Wilson will be entitled to receive bonus compensation and adjustments to his compensation, subject to the review and approval
of the Compensation Committee of the Board of Directors. Mr. Wilson has a target bonus of 100% of his annual base salary for the
current fiscal year. Mr. Wilson will be eligible to participate in the Company’s benefits as may be offered from time to
time to other similarly situated employees.
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:
August 21, 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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