As filed with the
Securities and Exchange Commission on April 12, 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)
|
11885
44
th
Street North
Clearwater,
Florida 33762
(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
11885
44
th
Street North
Clearwater,
Florida 33762
(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 462I 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
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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|
|
|
|
|
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Emerging
growth company
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[ ]
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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
Amount
to be registered/proposed maximum offering price per unit/proposed maximum aggregate offering price
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Amount
of registration fee
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Common
Stock, par value $0.001 per share
|
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(1)(2)
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|
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Preferred
Stock, par value $0.001 per share
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|
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(1)(2)
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|
|
|
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Warrants
|
|
|
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(1)(2)
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|
|
|
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Rights
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(1)(2)
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Units
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(1)(2)
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Total
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$
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100,000,000
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$
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12,120
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(3)
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(1)
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This
registration statement covers an indeterminate number of shares of common stock, shares of preferred stock, warrants, rights,
and units that may be sold by the registrant from time to time, for a maximum aggregate offering price of all securities not
to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder. The securities registered also include an indeterminate amount and number of shares of common stock as may be issued
upon exercise of warrants, conversion of preferred stock, or pursuant to the anti-dilution provisions of any such securities.
The securities registered also include an indeterminate amount and number of shares of preferred stock as may be issued upon
exercise of warrants or pursuant to the anti-dilution provisions of any such securities.
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(2)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class
of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities
Act”).
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(3)
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The
registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
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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 contained in this preliminary prospectus is not complete and may be changed. We 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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject
to completion, dated April 12, 2019
PROSPECTUS
$100,000,000
Common
Stock, Preferred Stock,
Warrants,
Rights, Units
We
may offer and sell up to $100,000,000 in the aggregate of the securities identified above from time to time in one or more offerings.
This prospectus provides you with a general description of the securities.
Each
time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the
offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained
in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents
are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution”
for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
Our common stock is listed on the NASDAQ Capital
Market under the symbol “TRNX.” On April 12, 2019, the last reported sale price of our common stock on the
NASDAQ Capital Market was $0.99 per share.
As of April 12, 2019, the aggregate
market value of our outstanding common stock held by non-affiliates was $24,044316.10 million based on 24,287,188
shares outstanding, of which 21,856,158 shares are held by non-affiliates, and a per share price of $0.99, based
on the last reported sale price of our common shares on the NASDAQ Capital Market on April 12, 2019. During the
twelve-calendar month period ending on and including the date of this prospectus, we did not sell any securities pursuant to General
Instruction I.B.6. of Form S-3.
Investing
in our securities involves risks. See the “risk factors” on page 7 of this prospectus and any similar section contained
in the applicable prospectus supplement concerning factors you should consider before investing in 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 supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus is April [ ], 2019.
TABLE
OF CONTENTS
You
should rely only on the information contained in or incorporated by reference in this prospectus, any prospectus supplement and
in any free writing prospectus that we have authorized for use in connection with an offering. We have not authorized anyone to
provide you with additional or different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus, any accompanying prospectus supplement, the documents incorporated
by reference in this prospectus any accompanying prospectus supplement, and any free writing prospectus that we have authorized
for use in connection with an offering, is accurate only as of the date of those respective documents. Our business, financial
condition, results of operations and prospects may have changed since those dates. You should read this prospectus, any accompanying
prospectus supplement, the documents incorporated by reference in this prospectus and any accompanying prospectus supplement,
and any free writing prospectus that we have authorized for use in connection with an offering, 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 entitled “Information Incorporated by Reference” and “Where You Can Find More Information.”
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC, using a “shelf” registration process. By
using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar
amount of $100,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus
supplement to this prospectus that contains specific information about the securities being offered and sold and the specific
terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with
respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus
supplement, you should rely on the prospectus supplement.
Unless
the context otherwise requires, all references to the terms “we,” “us,” “our,” and the “company”
throughout this prospectus supplement 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 or any accompanying prospectus supplement is accurate only as of the date of this prospectus
or the accompanying prospectus supplement, respectively regardless of the time of delivery of this prospectus or the accompanying
prospectus supplement 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 or the
accompanying prospectus supplement 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.
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 and 2018, 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
Submerged
Plasma Arc Flow System Overview
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●
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Our
patented system enables fluid to efficiently pass through a submerged plasma arc.
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To
create synthetic fuel, the fluid must contain hydrogen and oxygen – carbon supply can be facilitated by the electrodes.
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As
the fluid passes through the arc, hydrogen, carbon and oxygen molecules are liberated and gasified.
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A
wide range of feedstocks can produce different gases, with differing flame and heating properties
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Typically,
our fuels are 40-60% ionized hydrogen and 30-40% other synthetic hydrocarbon and carbon compounds.
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To
decontaminate or sterilize waste streams, such as contaminated water or biomass waste, the “feed stock” must be
in liquid form.
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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.
Corporate
Information
Taronis
Technologies, Inc. was organized as 4307 INC. under the laws of the State of Delaware on December 9, 2005. Our corporate headquarters
are located at 11885 44
th
Street North, Clearwater, Florida 33762 and our telephone number is (727) 934-3448.
Reports
to Security Holders
We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and other
items pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange
Commission (“SEC”). The SEC maintains an internet site (
www.sec.gov
) that contains reports, proxy and information
statements regarding issuers that file electronically with the SEC.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risks discussed under the Section captioned “Risk Factors” contained in our most recent Annual Report
on Form 10-K and in our most recent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission subsequent
to the Form 10-K, and in other documents that we subsequently file with the Securities and Exchange Commission, all of which are
incorporated by reference in this prospectus and the accompanying prospectus supplement(s) in their entirety, together with other
information in this prospectus, the accompanying prospectus supplement(s), the information and documents incorporated by reference
herein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any
of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed.
This could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment.
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, 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 this prospectus supplement and
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 SEC, 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, the accompanying prospectus supplement(s), and the documents that we incorporate by reference herein
and therein 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
Unless
otherwise indicated in a prospectus supplement accompanying this prospectus, we intend to use the net proceeds from this offering
to continue our acquisition strategy and for working capital and general corporate purposes. Such purposes may include research
and development expenditures and capital expenditures. As of the date of this prospectus, we cannot specify with certainty all
of the particular uses of the proceeds from this offering. We will set forth in the applicable prospectus supplement our intended
use for the net proceeds received from the sale of the related securities. Accordingly, we will retain broad discretion over the
use of such proceeds. Pending use of the net proceeds, we may invest the net proceeds in interest-bearing, investment-grade securities.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
General
Our amended certificate of incorporation authorizes
190,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per
share. As of April 12, 2019, there were 24,287,188 shares of our common stock outstanding and no shares of preferred
stock outstanding.
Common
Stock
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 charter or by-laws that may delay, defer or prevent a change in control, the board of directors 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 of directors, 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, 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.
Preferred
Stock
Our
certificate of incorporation provides that we are authorized to issue up to 10,000,000 shares of preferred stock with a par value
of $0.001 per share. Our board of directors has the authority, without further action by the stockholders, to issue from time
to time the preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences
and restrictions that the board may determine. The preferences, powers, rights and restrictions of different series of preferred
stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and purchase funds and other matters. Each series of preferred stock is to be issued under
our certificate of incorporation and a certificate of designation to be approved by the board of directors of the Company or a
committee thereof and filed with the Secretary of State of the State of Delaware in accordance with the General Corporation Law
of the State of Delaware, including statutory and reported decisional law thereunder. The issuance of preferred stock could adversely
affect the voting power or other rights of the holders of common stock.
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.
Options
and Warrants
Options
Options
outstanding as of December 31, 2018 and 2017 consisted of the following:
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Options
Outstanding
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Weighted
Average Exercise Price
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Weighted
Average Remaining Life in Years
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Intrinsic
Value
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December
31, 2016
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1,625
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1,870.80
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1.23
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272
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|
Granted
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—
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Exercised
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—
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Forfeited
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—
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Expired
|
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(858
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)
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694.60
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December
31, 2017
|
|
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767
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|
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3,186.80
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|
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1.58
|
|
|
|
-
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Granted
|
|
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11,250
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|
|
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18.57
|
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|
|
10.00
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-
|
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Exercised
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—
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Forfeited
|
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—
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Expired
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(464
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)
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3,393.23
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|
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-
|
|
|
|
-
|
|
December
31, 2018
|
|
|
11,553
|
|
|
|
93.89
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|
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8.84
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|
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-
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Exercisable
at December 31, 2018
|
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9,012
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As
of December 31, 2018, the fair value of non-vested options totaled $46,700 which will be amortized to expense until December 31,
2019.
The
fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key
weighted-average assumptions used to apply this pricing model during the year ended 2018 were as follows:
Risk
free interest rate
|
|
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2.84
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%
|
Expected
term
|
|
|
10
years
|
|
Volatility
|
|
|
183
|
%
|
Dividends
|
|
$
|
0
|
|
On July 12, 2017, the Board of Directors submitted
the following actions to the Majority Stockholder for ratification and approval by consent in lieu of meeting, and the Majority
Stockholder has ratified and approved the following actions: approving the Company’s Amended and Restated 2014 Equity
Incentive Award Plan (the “New Plan”), for the principal purpose of increasing the number of shares that may be issued
or transferred pursuant to awards under the New Plan. As of December 31, 2018, and 2017, there are 11,553 and 767 shares to be
issued upon exercise of outstanding options and 3,827,083 shares remaining available for future issuance under equity compensation
plans.
Common
Stock Warrants
Warrants
outstanding as of December 31, 2018 and 2017 consisted of the following:
|
|
Warrants
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
|
Weighted
Average Remaining Life in Years
|
|
December
31, 2016
|
|
|
7,664
|
|
|
|
2,730.00
|
|
|
|
5.80
|
|
Granted
|
|
|
11,111
|
|
|
|
9,112.60
|
|
|
|
5.00
|
|
Exercised
|
|
|
(265
|
)
|
|
|
300.00
|
|
|
|
|
|
Forfeited/Exchanged
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Expired
|
|
|
(7,400
|
)
|
|
|
2,730.00
|
|
|
|
|
|
December
31, 2017
|
|
|
11,111
|
|
|
|
9,112.60
|
|
|
|
4.45
|
|
Granted
|
|
|
2,329,167
|
|
|
|
6.60
|
|
|
|
2.17
|
|
Exercised
|
|
|
(3,750
|
)
|
|
|
0.20
|
|
|
|
|
|
Expired
|
|
|
-
|
|
|
|
|
|
|
|
|
|
December
31, 2018
|
|
|
2,336,528
|
|
|
|
49.92
|
|
|
|
1.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at December 31, 2018
|
|
|
2,336,528
|
|
|
|
|
|
|
|
|
|
During
the year ended December 31, 2018 and 2017 the Company exercised 3,750 and 265 shares of warrants with cash proceeds of $750 and
$7,937.
At
December 31, 2018 and 2017, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.
In
connection with the October SPA, the Company agreed to grant the investors one common stock purchase warrant for every share of
common stock purchased under the October SPA at an exercise price of $7.31 per share. 1,090,000 common stock warrants were issued,
expiring on April 14, 2022. The exercise price was subsequently adjusted to $4.64.
In
connection with the August SPA, the Company agreed to grant the investor(s) one common stock purchase warrant for every share
of common stock purchased under the SPA at an exercise price of $6.00 per share. 1,235,417 common stock warrants were issued,
expiring on August 31, 2019.
During
the first quarter of 2018, the Company issued 3,750 shares of common stock for the exercise of warrants with cash proceeds of
$750. The fair value of the common stock warrants was $316,501, of which $302,589 was recognized as stock-based compensation for
the year ended December 31, 2018.
Maxim
Group, LLC (“Maxim”) acted as the exclusive placement agent for the Series C preferred stock transaction. The Company
agreed to pay Maxim a cash fee payable upon each closing equal to 6.0% of the gross proceeds ($4,050 in cash fees and a legal
expense reimbursement of $5,000) received by the Company at each Closing (the “Placement Fee”). Such fees were recognized
as stock issuance costs. Additionally, the Company granted to Maxim (or its designated affiliates) warrants to purchase up to
11,111 shares common stock (the “Placement Agent Warrants”). The Placement Agent Warrants expire five (5) years after
the Closing. The Placement Agent Warrants are exercisable at a price per share equal to $990, are not be redeemable and are exercisable
for 5 years. The Placement Agent Warrants may be exercised in whole or in part and provide for a “cashless” exercise,
except in the event the shares of common stock issuable upon exercise of the Placement Agent Warrants are registered for resale,
in which case they provide for a “cash” exercise only. The Placement Agent Warrants were recorded at fair value as
stock issuance costs. Although the Placement Agent Warrants contain certain change in control provisions that are potentially
settleable in cash, such settlement is at the Company’s discretion.
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 (the “DGCL”) and our 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. The restrictions contained
in Section 203 are not applicable to any of our existing stockholders that owned 15% or more of our outstanding voting stock upon
the closing of our initial public offering.
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.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to purchase shares of our common stock and preferred stock in one or more series together with other securities
or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions
of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements to be entered
into by the Company, a warrant agent to be named by the Company, and the holders from time to time of the warrants and the prospectus
supplement relating to the warrants. Copies of the form agreement for each warrant and the warrant certificate, if any, reflecting
the provisions to be included in such agreements that will be entered into with respect to a particular offering of each type
of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus
is a part. You should read the applicable warrant agreement for additional information before you purchase any of our warrants.
The
prospectus supplement relating to any warrants we offer will describe the specific terms relating to the offering. These terms
may include some or all of the following:
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●
|
the
specific designation and aggregate number of, and the price at which we will issue, the warrants;
|
|
|
|
|
●
|
the
currency or currency units in which the offering price, if any, and the exercise price are payable;
|
|
|
|
|
●
|
the
designation, amount and terms of the securities purchasable upon exercise of the warrants;
|
|
|
|
|
●
|
if
applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
exercise of the warrants;
|
|
●
|
if
applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon
exercise, and a description of that series of our preferred stock;
|
|
|
|
|
●
|
the
date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
|
|
|
|
|
●
|
whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
|
|
|
|
|
●
|
any
applicable material U.S. federal income tax consequences;
|
|
|
|
|
●
|
the
identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
|
|
|
|
|
●
|
the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
|
|
|
|
|
●
|
if
applicable, the date from and after which the warrants and the common stock and preferred stock will be separately transferable;
|
|
|
|
|
●
|
if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
|
|
|
|
|
●
|
the
procedures and conditions relating to the exercise of the warrants;
|
|
|
|
|
●
|
information
with respect to book-entry procedures, if any;
|
|
|
|
|
●
|
the
triggering event and the terms upon which the exercise price and the number of underlying securities that the warrants are
exercisable into may be adjusted;
|
|
|
|
|
●
|
the
anti-dilution provisions of the warrants, if any;
|
|
|
|
|
●
|
any
redemption or call provisions;
|
|
|
|
|
●
|
whether
the warrants may be sold separately or with other securities as parts of units; and
|
|
|
|
|
●
|
any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
|
Until
the warrants are exercised, holders of the warrants will not have any rights of holders of the underlying securities.
DESCRIPTION
OF RIGHTS
We
may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We
may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be
issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights
agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our
agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following
description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular
terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may
apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms
of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to
read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any
of our rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
|
●
|
the
date of determining the stockholders entitled to the rights distribution;
|
|
|
|
|
●
|
the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
|
|
|
|
|
●
|
the
exercise price;
|
|
|
|
|
●
|
the
aggregate number of rights issued;
|
|
|
|
|
●
|
whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
|
|
|
|
|
●
|
the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
|
|
|
|
|
●
|
the
method by which holders of rights will be entitled to exercise;
|
|
|
|
|
●
|
the
conditions to the completion of the offering;
|
|
|
|
|
●
|
the
withdrawal, termination and cancellation rights;
|
|
|
|
|
●
|
whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment;
|
|
|
|
|
●
|
whether
stockholders are entitled to oversubscription right;
|
|
|
|
|
●
|
any
U.S. federal income tax considerations; and
|
|
|
|
|
●
|
any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
|
If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering,
we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which
such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.
DESCRIPTION
OF UNITS
We
may, from time to time, issue units comprised of one or more of the other securities described in this prospectus in any combination.
A prospectus supplement will describe the specific terms of the units offered under that prospectus supplement, and any special
considerations, including tax considerations, applicable to investing in those units. You must look at the applicable prospectus
supplement and any applicable unit agreement for a full understanding of the specific terms of any units. We will incorporate
by reference into the registration statement of which this prospectus is a part the form of unit agreement, including a form of
unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series
of units. While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus,
we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement
and incorporated documents. The terms of any units offered under a prospectus supplement may differ from the terms described below.
General
We
may issue units consisting of common stock, preferred stock, rights, warrants or any combination thereof. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement to be entered into by the Company and the
unit agent named therein under which a unit is issued may provide that the securities included in the unit may not be held or
transferred separately, at any time, or at any time before a specified date.
We
will describe in the applicable prospectus supplement and any incorporated documents the terms of the series of units, including
the following:
|
●
|
the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
|
|
|
|
|
●
|
any
provisions of the governing unit agreement that differ from those described below; and
|
|
|
|
|
●
|
any
provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.
|
The
provisions described in this section, as well as those described under “Description of Securities We Are Offering –
Common Stock,” “Description of Securities We Are Offering – Preferred Stock,” “Description of Rights,”
and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, warrant or right included
in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal
action its rights as holder under any security included in the unit.
Title
We,
the unit agent, and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell the securities described in this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods. We may sell the securities separately or together:
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●
|
directly
to investors, including through a specific bidding, auction, or other process;
|
|
●
|
to
investors through agents;
|
|
●
|
directly
to agents;
|
|
●
|
to
or through brokers or dealers;
|
|
●
|
to
the public through underwriting syndicates led by one or more managing underwriters;
|
|
●
|
in
privately negotiated transactions;
|
|
●
|
directly
to agents;
|
|
●
|
to
one or more underwriters acting alone for resale to investors or to the public;
|
|
●
|
in
a registered direct offering; or
|
|
●
|
through
a combination of any such methods of sale.
|
Our
common stock or preferred stock may be issued upon conversion of convertible preferred. Securities may also be issued upon exercise
of warrants or rights and division of units and we reserve the right to sell securities directly to investors on their own behalf
in those jurisdictions where they are authorized to do so.
If
we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by
such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in
the applicable prospectus supplement.
Any
underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights
distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription
rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities
directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters,
to sell the unsubscribed securities to third parties.
We
may distribute the securities from time to time in one or more transactions:
|
●
|
at
a fixed price or prices, which may be changed;
|
|
●
|
at
market prices prevailing at the time of sale;
|
|
●
|
at
prices related to such prevailing market prices;
|
|
●
|
at
varying prices determined at the time of sale; or
|
|
●
|
at
negotiated prices.
|
Any
of the prices may represent a discount from the then prevailing market prices.
We
may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will
describe in the applicable prospectus supplement how any auction will be conducted to determine the price or any other terms of
the securities, how potential investors may participate in the auction and, where applicable, the nature of the underwriters’
obligations with respect to the auction.
We
may solicit directly offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit
offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or
sale of the securities.
If
we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement
with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the
underwriter will use to make resales of the securities to the public. Any underwritten offering may be on a best efforts or firm
commitment basis. In connection with the sale of the securities, we or the purchasers of the securities for whom the underwriter
may act as agent may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell
the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or
commissions.
We,
our underwriters, dealers or agents may facilitate the marketing of an offering online directly or through one of their affiliates.
In those cases, prospective investors may view offering terms and a prospectus online and, depending upon the particular underwriter,
dealer or agent, place orders online or through their financial advisors.
We
will provide in the applicable prospectus supplement (i) the identity of any underwriter, dealer or agent, (ii) any compensation
we will pay to underwriters, dealers or agents in connection with the offering of the securities, (iii) any discounts, concessions
or commissions allowed by underwriters to participating dealers, (iv) the amounts underwritten; and (v) the nature of the underwriter’s
or underwriters’ obligation to take the securities. Underwriters, dealers and agents participating in the distribution of
the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received
by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions.
We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under
the Securities Act, or to contribute to payments they may be required to make in respect thereof.
Unless
otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading
market, other than shares of common stock, which are listed on the NASDAQ Capital Market, subject to official notice of issue.
Any common stock sold pursuant to a prospectus supplement will be eligible for listing and trading on the NASDAQ Capital Market.
We may elect to list any series of preferred stock, warrants, rights, debt securities, or units on an exchange, but we are not
obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the
liquidity of, or the trading market for, any offered securities.
To
facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which
involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment
option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the securities
in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may
be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions. The effect of these
transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail
in the open market. These transactions may be discontinued at any time.
We
do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above
might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued without notice.
We
may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement,
and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any
related open borrowings of stock. If the third party is or may be deemed to be an underwriter under the Securities Act, it will
be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution
or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent
offering of other securities.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions
only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Covington
and Burling LLP and/or our General Counsel will pass upon certain legal matters relating to the issuance and sale of the securities
offered hereby on behalf of Taronis Technologies. Additional legal matters may be passed upon for us or any underwriters, dealers
or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
Marcum
LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2018, as set forth in their report (which contains an explanatory paragraph relating to our
ability to continue as a going concern as described in the notes to the consolidated financial statements) which is incorporated
by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference
in reliance on Marcum LLP’s report, given on their authority as experts in accounting and auditing.
Where
You Can Find More Information
This
prospectus supplement is part of a registration statement on 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 into this prospectus supplement the information contained in other documents we file
with the SEC, which means that we can disclose important information to you by referring you to those documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded,
for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement,
or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus supplement. This prospectus supplement 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:
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●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 12, 2019.
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|
|
|
|
●
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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 11, 2019, February 13, 2019, February 19, 2019 (two on this date), February 28, 2019 and March 8, 2019.
|
|
|
|
|
●
|
The
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on August 14, 2012,
under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
|
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
supplement by writing or telephoning us at the following address: Taronis Technologies, Inc., 11885 44th Street North, Clearwater,
FL 33762, (727) 934-3448.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with
the securities being registered hereby other than the SEC registration fee and the FINRA filing fee.
SEC
registration fee
|
|
$
|
12,120
|
|
FINRA
filing fee
|
|
$
|
15,500(1
|
)
|
The
NASDAQ Capital Market supplement listing fee
|
|
$
|
(1
|
)
|
Fees
and expenses of the trustee
|
|
$
|
(1
|
)
|
Printing
expenses
|
|
$
|
(1
|
)
|
Legal
fees and expenses
|
|
$
|
(1
|
)
|
Accounting
fees and expenses
|
|
$
|
(1
|
)
|
Blue
Sky, qualification fees and expenses
|
|
$
|
(1
|
)
|
Transfer
agent fees and expenses
|
|
$
|
(1
|
)
|
Miscellaneous
|
|
$
|
(1
|
)
|
|
|
|
|
|
Total
|
|
$
|
(1
|
)
|
|
(1)
|
These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time.
|
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 Clearwater, State of Florida, on April 12,
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
|
|
April 12, 2019
|
Scott Mahoney
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ TIMOTHY HAUCK
|
|
Chief Financial Officer
|
|
April 12, 2019
|
Timothy Hauck
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Robert Dingess
|
|
Director
|
|
April 12, 2019
|
|
|
|
|
|
*
|
|
|
|
|
Kevin Pollack
|
|
Director
|
|
April 12, 2019
|
|
|
|
|
|
*
|
|
|
|
|
William Staunton
|
|
Director
|
|
April 12, 2019
|
|
|
|
|
|
*
|
|
|
|
|
Ermanno Santilli
|
|
Director
|
|
April 12, 2019
|
*By:
|
/s/
SCOTT MAHONEY
|
|
|
Scott
Mahoney
|
|
|
Attorney-in-fact
|
|
EXHIBIT
INDEX
*
To be filed by amendment or incorporated by reference in connection with the offering of the securities.
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