Current Report Filing (8-k)
May 28 2020 - 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 28, 2020
TARONIS
FUELS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
00056101
|
|
32-0547454
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employee
Identification
No.)
|
24980
N. 83rd Avenue, Suite 100
Peoria,
Arizona 85383
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (866-370-3835)
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
|
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: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement
On
May 26, 2020, Taronis Fuels, Inc. (the “Company”) entered into a Membership Interest Purchase and Sale Agreement (“Agreement”)
with the individuals set forth on the signature pages thereto (collectively, the “Sellers”) for the purchase
of all of the issued and outstanding membership interests owned by the Sellers in a privately owned independent specialty gas
distribution business (“Acquisition”). A copy of the “form of” Agreement is attached hereto as
Exhibit 10.1. Under the terms of the Agreement, the Company purchased one hundred percent (100%) of the Sellers’ business
for the gross purchase price of $8,000,000 (“Purchase Price”). The Company paid the Sellers $4,000,000 at closing,
with the balance of the $4,000,000 Purchase Price to be paid pursuant to a multi-year Seller debt financing arrangement structured
as a promissory note with a principal amount of $4,000,000, a term of 24 months, an interest rate of 8% per annum, and secured
by Membership Interest Pledge Agreement (“Pledge”) pledging the membership interests purchased in the Acquisition
(“Promissory Note”) as security for the repayment of the Promissory Note. Copies of the “form of”
Membership Interest Pledge Agreement and the “form of” Promissory Note are attached hereto as Exhibits 10.3 and 10.2,
respectively. The Agreement, Pledge and Promissory Note include certain other terms and conditions which are typical in such
agreements.
The
above description of the Agreement, Pledge and Promissory Note do not purport to be complete and are qualified in their entirety
by the “form of” such Agreement, Promissory Note and Pledge, which are incorporated herein and attached hereto as
Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
May 28, 2020
|
TARONIS
FUELS, INC.
|
|
|
|
|
|
/s/
Scott Mahoney
|
|
By:
|
Scott
Mahoney
|
|
Its:
|
Chief
Executive Officer
|
Taronis Fuels (CE) (USOTC:TRNF)
Historical Stock Chart
From Apr 2024 to May 2024
Taronis Fuels (CE) (USOTC:TRNF)
Historical Stock Chart
From May 2023 to May 2024