Current Report Filing (8-k)
November 30 2021 - 4:31PM
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): November 23, 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:
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 ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 23, 2021, Kevin Foti notified the Board of Directors (the “Board”) of Taronis Fuels, Inc. (the “Company”)
of his resignation as the Company’s President and Chief Executive Officer and as a member of the Board, effective as of the close
of business on December 10, 2021. Mr. Foti’s resignation was not because of any disagreement with the Company on any matter related
to the Company’s operations, policies or practices.
On
November 30, 2021, the Board appointed Jered Ruyle as interim President and Chief Executive Officer of the Company, effective upon Mr.
Foti’s resignation. Mr. Ruyle, 35, has served as an Executive Vice President of the Company since January 2020, and previously
served as a sales representative for the Company. Mr. Ruyle has more than 14 years of experience in the packaged gas industry. Prior
to joining the Company, Mr. Ruyle held key positions with his family’s multi-generational business in the packaged gas industry.
He has experience in fill plant operations, management of logistics teams and sales teams, and was the President of an independent packaged
gas distributor. Mr. Ruyle obtained his Bachelor’s degree in Business administration from the University of Texas at Tyler.
There
are no family relationships between Mr. Ruyle and any of the Company’s directors or executive officers. There have been no related
party transactions involving Mr. Ruyle (or any of his immediate family members) required to be disclosed pursuant to Item 404(a) of Regulation
S-K, other than (i) Mr. Ruyle and his father purchased an aggregate of 66,668 shares of common stock from the Company in a private placement
closing on June 4, 2021 for an aggregate purchase price of $200,004, and (ii) following the Company’s acquisition of the Ruyle
family’s packaged gas business in 2018, Mr. Ruyle’s father and brother have been employed by the Company and several members
of the Ruyle family directly or indirectly lease properties to the Company. Mr. Ruyle will enter into the Company’s standard form
of indemnification agreement. The Board has not yet made a determination as to Mr. Ruyle’s compensation for his service as the
Company’s interim President and Chief Executive Officer.
Item
7.01 Regulation FD Disclosure.
On
November 30, 2021, the Company issued a press release announcing the executive transition disclosed under Item 5.02 above and providing
an update regarding its ongoing restatement process. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated
into this Item 7.01 by reference.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in any such filing.
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:
November 30, 2021
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TARONIS
FUELS, INC.
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By:
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/s/
Tobias Welo
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Name:
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Tobias
Welo
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Title:
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Chairman
of the Board of Directors
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