Current Report Filing (8-k)
March 04 2021 - 5:26PM
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): February 26, 2021
TARONIS
FUELS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-56101
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32-0547454
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employee
Identification
No.)
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24980
N. 83rd Avenue, Suite 100
Peoria,
AZ 85383
(Address
of principal executive offices) (Zip Code)
(866)
370-3835
Registrant’s
telephone number, including area code:
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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.
As
previously disclosed on the Company’s Form 8-K filed with the SEC on August 10, 2020, on August 7, 2020 the Company closed
a private placement offering (the “August 2020 Private Placement”) of 12.5% original issue discount senior subordinated
secured convertible debentures and common stock purchase warrants (the “August 2020 Warrants”) to several accredited
investors. Between February 26, 2021 and March 3, 2021, the Company entered into an Exercise Price Reset Agreement (the
“Reset Agreement”) with certain of the accredited investors from the August 2020 Private Placement (the “Participating
Investors”) pursuant to which, among other things, the Company agreed to reset the exercise price of their August 2020 Warrants
from $6.75 per share of the Company’s common stock, par value $0.000001 (“Common Stock”), to $3.00 per share
of Common Stock (the “Reset Exercise Price”). Pursuant to the terms of the August 2020 Warrants, the exercise price
of all outstanding August 2020 Warrants was reset to the Reset Exercise Price on February 26, 2021.
In
consideration of the Company resetting the exercise price of the August 2020 Warrants to the Reset Exercise Price, the Participating
Investors agreed to exercise their August 2020 Warrants for all of the outstanding shares of Common Stock underlying their
August 2020 Warrants. In addition, the Company issued to each Participating Investor new Common Stock purchase warrants
(the “Warrants”) equal to the number of August 2020 Warrants exercised by such Participating Investor for Common
Stock, in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
The Warrants are exercisable for three years from their date of issuance at an exercise price equal to the Reset Exercise Price.
The Reset Agreement and Warrants each contain a lock-up provision prohibiting the Participating Investors from, among other things,
disposing of the shares of Common Stock issued for the exercise of the August 2020 Warrants or the shares of Common Stock
that may be issued upon the exercise of the Warrants, prior to May 31, 2021.
In
connection with the transactions described above, the Participating
Investors exercised August 2020 Warrants for an aggregate of 394,068 shares of Common Stock and the Company issued 394,068
Warrants to the Participating Investors. The shares of Common Stock issued for the exercise of the August 2020 Warrants were previously
registered on the Company’s Form S-1 Registration Statement, which was declared effective by the Securities and
Exchange Commission on September 9, 2020. The Company received approximately $1.2 million in gross proceeds from the exercise
of the August 2020 Warrants, before deducting placement agent fees and expenses. Additional accredited investors who participated
in the August 2020 Private Placement may enter into the Reset Agreement with the Company from time to time after the
date hereof. The Company entered into the Reset Agreement with the Participating Investors in order to access additional capital
to help fund its operations and working capital requirements, including to help fund unexpected administrative expenses in connection
with a consent solicitation initiated by certain of the Company’s shareholders.
The
foregoing descriptions of the terms of the Reset Agreement and the Warrants, and the transactions contemplated thereby, do not
purport to be complete and are qualified in their entirety by reference to the full text of the form of Exercise Price Reset Agreement
and form of Warrant, copies of which are filed hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference
into this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02.
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 4, 2021
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TARONIS
FUELS, INC.
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By:
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/s/
Scott Mahoney
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Name:
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Scott
Mahoney
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Title:
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Chief
Executive Officer
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Taronis Fuels (CE) (USOTC:TRNF)
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