Current Report Filing (8-k)
March 08 2019 - 4:12PM
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):
March 8, 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.)
|
11885
44th Street North
Clearwater,
FL 33762
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(727) 934-3448
(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))
|
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
March 8, 2019, Taronis Technologies, Inc. (the “Company”) entered into a Purchase and Conversion Agreement (the “Agreement”)
with an institutional investor for (a) the repurchase by the Company of 499 shares of its Series C Preferred Stock (the “Series
C Preferred”) and 31,765 shares of its Series E Preferred Stock (the “Series E Preferred”) from the investor,
in exchange for an aggregate cash payment of $3,500,000, and (b) the conversion by the investor of 5,000 shares of Series E Preferred
into 500,000 shares of common stock of the Company, par value $0.001 per share (collectively, the “Transaction”).
The Agreement includes certain customary representations, warranties, covenants and agreements by the Company, and other obligations
of the parties. Effective at closing, the classes of Series C Preferred and the Series E Preferred were cancelled and the Company
no longer has any preferred shares of any class issued and outstanding.
A
copy of the Agreement is filed as Exhibit 10.1 to this report. The above description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
Item
8.01 Other Events.
On
March 8, 2019, the Company issued a press release announcing the Transaction.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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:
March 8, 2019
|
TARONIS
TECHNOLOGIES, INC.
|
|
|
|
|
|
/s/
Scott Mahoney
|
|
By:
|
Scott
Mahoney
|
|
Its:
|
Chief
Executive Officer
|
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