Current Report Filing (8-k)
February 12 2020 - 5:04PM
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 12, 2020
TARONIS
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35586
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26-0250418
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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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300
W. Clarendon Avenue, Suite 230
Phoenix,
AZ 85013
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (866) 370-3835
Not
applicable
(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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Common
Stock
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TRNX
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The
Nasdaq Stock Market, LLC
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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
1.01
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Entry
into a Material Definitive Agreement.
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On
February 12, 2020, Taronis Technologies, Inc. (the “Company”) entered into a Sales Agreement (“Agreement”)
with The Benchmark Company, LLC (the “Agent”) pursuant to which the Agent will act as the Company’s sales agent
with respect to the issuance and sale of up to $8,000,000 of the Company’s shares of common stock, par value $0.001
per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales
of the Shares, if any, through the Agent, will be made directly on The Nasdaq Capital Market or on any other existing trading
market for the Company’s common stock. The Company will pay the Agent a commission equal to 5.0% of the gross proceeds from
the sale of the Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse the Agent for certain of its
expenses incurred in connection with the Offering, including fees and expenses of its counsel of up to $20,000.
The
Agreement will terminate on January 9, 2021, unless terminated earlier pursuant to the terms of the Agreement. The Agreement contains
representations, warranties and covenants that are customary for transactions of this type. The Company has agreed to indemnify
the Agent against certain liabilities as set forth in the Agreement.
The
foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference
to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The
Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-230854), which
was declared effective by the Securities and Exchange Commission on April 24, 2019, and a related prospectus supplement.
This
Current Report on Form 8-K, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to
buy the Shares or any other securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any
other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state.
The
legal opinion of Tyler B. Wilson, Esq., counsel to the Company, relating to the legality of the issuance and sale of the Shares
is filed as Exhibit 5.1 hereto.
Item
9.01
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Financial
Statements and Exhibits.
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(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:
February 12, 2020
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TARONIS
TECHNOLOGIES, INC.
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/s/
Scott Mahoney
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By:
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Scott
Mahoney
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Its:
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Chief
Executive Officer
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