Securities Registration Statement (simplified Form) (s-3)
February 07 2019 - 5:31PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 7, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
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26-0250418
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State or other jurisdiction of
incorporation or organization
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|
(IRS Employer
Identification No.)
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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)
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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|
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|
Alexander
R. McLean, Esq.
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|
Eric
W. Blanchard
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Harter
Secrest & Emery LLP
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Covington
& Burling LLP
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1600
Bausch & Lomb Place
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The
New York Times Building
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Rochester,
NY 14604-2711
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620
Eighth Avenue
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Telephone:
(585) 231-1248
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New
York, New York 10018
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Facsimile
(585) 232-2152
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Telephone:
(212) 841-1000
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Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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, 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, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [X] 333-207928
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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 [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X]
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 7(a)(2)(B) of the Securities Act.
[ ]
Title of each class of securities to be
registered
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Amount to be
registered (1)
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Proposed maximum aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Stock, par value $0.001 per share
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–
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–
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–
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Warrants
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–
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–
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–
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Total
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$
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4,347,364
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$
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4,347,364
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$
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527
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(1)
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The
Registrant previously registered common stock, preferred stock, warrants, rights and units with an aggregate offering price
not to exceed $50,000,000 on a Registration Statement on Form S-3 (File No. 333-207928), as amended, which was declared effective
on June 15, 2016 (the “Prior Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), an additional indeterminate number of shares of the Registrant’s
common stock and warrants having a proposed maximum aggregate offering price not to exceed $4,347,364 is hereby being registered
hereunder, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration
Statement. The proposed maximum offering price will be determined by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act,
this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable
by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.
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(2)
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Calculated
pursuant to Rule 457(o) under the Securities Act. Represents the registration fee only for the additional amount of securities
of the Registrant being registered hereby.
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This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement on Form S-3 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, by Taronis Technologies, Inc. (the “Registrant”).
This
Registration Statement relates to the Registration Statement on Form S-3 (File No. 333-207928) (the “Prior Registration
Statement”), which was declared effective by the Commission on June 15, 2016, and is being filed for the purpose of registering
additional securities in amounts that do not exceed 20% of the maximum aggregate offering price of securities remaining available
for issuance under the Prior Registration Statement. The Registrant hereby incorporates by reference into this Registration Statement
on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant and incorporated
or deemed to be incorporated by reference therein and all exhibits thereto.
The
required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the 7
th
day of February, 2019.
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TARONIS
TECHNOLOGIES, INC.
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By:
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/s/Scott
Mahoney
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Scott
Mahoney
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President,
Chief Executive Officer and Director
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
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Title
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Date
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/s/
Timothy Hauck
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Chief
Financial Officer
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February
7, 2019
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Timothy
Hauck
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/s/
Ermanno Santilli
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Chief
Technology Officer
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February
7, 2019
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Ermanno
Santilli
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and
Director
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/s/
Robert Dingess
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Director
(Chairman)
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February
7, 2019
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Robert
Dingess
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/s/
William Staunton
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Director
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February
7, 2019
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William
Staunton
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/s/
Kevin Pollack
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Director
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February
7, 2019
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Kevin
Pollack
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